-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DwwfnKauELumKGZma3jb1+E9r4KqR2T8Vcx/b7QVhIs7pKBsG47C8+k12Ov65GUY sNhGxx6orTJRDAufYAJ96A== /in/edgar/work/20000807/0000842722-00-000047/0000842722-00-000047.txt : 20000921 0000842722-00-000047.hdr.sgml : 20000921 ACCESSION NUMBER: 0000842722-00-000047 CONFORMED SUBMISSION TYPE: SC 14F1 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000807 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK SYSTEMS INTERNATIONAL INC CENTRAL INDEX KEY: 0000842722 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 870460247 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14F1 SEC ACT: SEC FILE NUMBER: 005-59183 FILM NUMBER: 686964 BUSINESS ADDRESS: STREET 1: 200 NORTH ELM STREET CITY: GREENSBORO STATE: NC ZIP: 27401 BUSINESS PHONE: 6024648900 MAIL ADDRESS: STREET 1: 200 N ELM ST CITY: GREENSBORO STATE: NC ZIP: 27401 FORMER COMPANY: FORMER CONFORMED NAME: AQUA AUSTRALIS INC DATE OF NAME CHANGE: 19940322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK SYSTEMS INTERNATIONAL INC CENTRAL INDEX KEY: 0000842722 STANDARD INDUSTRIAL CLASSIFICATION: [6770 ] IRS NUMBER: 870460247 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 14F1 BUSINESS ADDRESS: STREET 1: 200 NORTH ELM STREET CITY: GREENSBORO STATE: NC ZIP: 27401 BUSINESS PHONE: 6024648900 MAIL ADDRESS: STREET 1: 200 N ELM ST CITY: GREENSBORO STATE: NC ZIP: 27401 FORMER COMPANY: FORMER CONFORMED NAME: AQUA AUSTRALIS INC DATE OF NAME CHANGE: 19940322 SC 14F1 1 0001.txt NETWORK SYSTEMS INTERNATIONAL, INC. 200 North Elm Street Greensboro, NC 27401 INFORMATION STATEMENT PURSUANT TO SECTION 14(F) of THE SECURITIES EXCHANGE ACT OF 1934 AND SEC RULE 14F-1 NOTICE OF CHANGE IN THE MAJORITY OF THE BOARD OF DIRECTORS AUGUST 5, 2000 This Information Statement is being furnished to all holders of record at the close of business on August 4, 2000 of the common stock, par value $.001 per share ("Common Stock"), of Network Systems International, Inc., a Nevada corporation ("Company"), in accordance with the requirements of Section 14(f) of the Securities Exchange Act of 1934 ("Exchange Act") and SEC Rule 14f-1. No vote or other action by the Company's stockholders is required in response to this Information Statement. Proxies are not being solicited. INTRODUCTION The Company is providing notice that, effective upon the expiration of the ten-day period beginning on the later of the date of the filing of this Information Statement with the Securities and Exchange Commission ("SEC") pursuant to Rule 14f-1 or the date of mailing of this Information Statement to the Company's stockholders, Robbie M. Efird will resign as a director of the Company. Herbert Tabin became a new director of the Company on July 24, 2000, by the appointment of Mr. Efird to fill one of the vacancies created by the recent resignations of Christopher N. Baker, Joseph M. Brower, Carlton Joseph Mertens and Olin H. Broadway, Jr. The resignations of Messrs. Efird, Baker, Brower, Mertens and Broadway and the appointment of Mr. Tabin are occurring pursuant to a Stock Purchase Agreement and a related agreement discussed below under "Stock Purchase and Related Agreements". Pursuant to such agreements, on July 10, 2000, Mr. Efird, E.W. Miller, Jr., David F. Christian and James W. Moseley sold 2,700,00 shares ("Purchased Shares") of the Company's outstanding Common Stock to Mr. Tabin and agreed to resign from the Company. However, they are to continue in their current capacities as officers of the Company's wholly-owned subsidiaries, Network Systems International of North Carolina, Inc. and Vercom Software, Inc. Because of the change in the composition of the Board, the sale of the Purchased Shares and the issuance of 1,666,667 shares of new common stock for $1,000,000 purchased by investors located by Mr. Tabin, there has been a change in control of the Company. As of August 4, 2000, the Company had issued and outstanding 9,489,171 shares of Common Stock, the Company's only class of voting securities that would be entitled to vote for directors at a stockholders meeting if one were to be held. Each share of Common Stock is entitled to one vote. Please read this Information Statement carefully. It describes the terms of the Stock Purchase Agreement and the related agreement and contains certain biographical and other information concerning the executive officers and directors of the Company. Additional information about the Stock Purchase Agreement and the related agreement is contained in the Company's Current Report on Form 8-K ("Form 8-K") dated July 10, 2000, which was filed with the SEC on July 10, 2000. The Form 8-K and the accompanying exhibits may be inspected without charge at the public reference section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. Copies of this material also may be obtained from the SEC at prescribed rates. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding public companies that file reports with the SEC. Copies of the Form 8-K may be obtained from the SEC's website at http://www.sec.gov. STOCK PURCHASE AND RELATED AGREEMENTS On July 10, 2000, Messrs. Efird, Miller, Christian and Moseley, shareholders of the Company (collectively the "Sellers") entered into a stock purchase agreement ("Stock Purchase Agreement") with Mr. Tabin (the "Purchaser") pursuant to which the Sellers agreed to sell to the Purchaser an aggregate of 2,700,000 shares of Common Stock at a price of approximately $0.56 per share. In connection with the execution of the Purchase Agreement, the Company entered into a separate agreement with Millennium Holdings Group, Inc. ("MHG") pursuant to which the Company would sell 1,666,667 common shares of the Company to seven investors who are not related to either the Purchaser or MHG. Pursuant to the Stock Purchase Agreement, among other things, Messrs. Efird, Baker, Brower, Mertens and Broadway agreed to resign as directors and appoint new directors designated by the Purchaser of the shares. The Purchaser has initially designated Mr. Tabin for appointment to the board of directors of the Company. The sale of shares contemplated by the Stock Purchase Agreement was consummated on July 25, 2000, and on that date, the Company issued 1,666,667 shares of its common stock to seven investors located by MHG ("Investors"). The following table lists the Sellers and the number of shares sold by each: Name of Seller Number of Shares Sold Robbie Efird 1,900,000 E.W. Miller, Jr. 600,000 David F. Christian 100,000 James W. Moseley 100,000 TOTAL 2,700,000 The Purchaser of all 2,700,000 common shares sold was Herbert Tabin. CHANGE OF CONTROL As a result of the actions described above under the captions "Introduction" and "Stock Purchase and Related Agreements", designees of the Purchaser will constitute the Board, and the Purchasers will be able to control the voting of a significant block of the Company's voting shares. As a result of the transactions consummated on July 25, 2000, pursuant to the Stock Purchase Agreement and the related agreement, the Purchaser may be deemed to own beneficially an aggregate of 4,366,667 shares of Common Stock, or approximately 46% of the 9,489,171 outstanding shares of the Company's common stock. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANGAGEMENT The following table sets forth the number of shares of Common Stock beneficially owned as of the date of this Information Statement by (1) those persons or groups known to the Company who beneficially own more than 5% of the Company's Common Stock, (2) each current director and each person who has been designated to serve as a director by the Purchaser ("New Director"), (3) each executive officer whose compensation exceeded $100,000 in the fiscal year ended September 30, 1999, (4) all current directors and executive officers as a group, and (5) all New Directors and other persons who will serve as executive officers of the Company after the New Directors take office ("New Officers") as a group. The information is determined in accordance with Rule 13d-3 promulgated under the Exchange Act based upon information furnished by the persons listed or contained in filings made by them with the SEC. Except as indicated below, the stockholders listed possess sole voting and investment power with respect to their shares. This table reflects the consummation on July 25, 2000, of the sale of 2,700,000 shares of common stock by the Sellers to the Purchaser. Except as otherwise indicated in the table below, the business address of each of the persons listed is c/o Network Systems International, Inc., 200 North Elm Street, Greensboro, NC 27401. Name and Address Amount and Percent of Beneficial Owner Nature of of Class (1) Beneficial Ownership Robbie M. Efird (2) 811,491 8.6 E.W. Miller, Jr.(3) 861,183 9.1 David Christian 794,623 8.4 James W. Moseley 479,622 5.1 Name and Address of Amount and Percent Beneficial Owner Nature of of Class(1) Beneficial Ownership The Purchaser (Herbert Tabin) 2,700,000 28.5 6413 Congress Avenue, Suite 240 Boca Raton, FL 33487 All current directors and 3,511,491 37.0 executive officers as a group (2 persons) All New Directors and New 2,700,000 28.5 Officers as a group (1 person) (1) Unless otherwise noted and subject to community property laws where applicable, the Company believes that each of the stockholders named in the table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 9,489,171 shares outstanding as of August 4, 2000, adjusted as required by rules promulgated by the Securities and Exchange Commission. (2) Includes 19,500 shares of common stock of the Company beneficially held by Mr. Efird on behalf of his minor son. (3) Includes 1,562 shares of common stock of the Company held by Mr. Miller's wife. Effective upon the expiration of the ten-day period beginning on the later of the date of the filing of this Information Statement with the SEC pursuant to Rule 14f-1 or the date of mailing of this Information Statement to the Company's stockholders, Mr. Efird will resign as a director of the Company. Mr. Tabin was appointed as a new director to fill one of the vacancies on July 24, 2000. The following table sets forth information regarding the Company's current executive officers and directors and the proposed executive officers and directors of the Company. If any proposed director listed in the table below should become unavailable for any reason, which the Purchaser does not anticipate, the directors will vote for any substitute nominee or nominees who may be selected by the Purchaser prior to the date the new directors take office. Current Executive Officers and Directors Name Age Positions Robbie M. Efird 36 Chairman of the Board and Chief Executive Officer Herbert Tabin 32 President and Director Herbert Tabin is a founder of International Internet, Inc. and has served as Vice President and a Director of the Company since February, 1998. Prior to starting the Company, Mr. Tabin was a Vice President of Marketing with LBI Group, Inc., a merchant banking and venture capital group from April 1995 to December 1996. Mr. Tabin received a Bachelor of Science in Business Economics from the State University of New York in 1989 and has been involved in financial consulting and investment counseling since 1989. During the year ended September 30, 1999, the Board held 5 regularly scheduled and/or specially called meetings. The Board's audit and compensation committee held one formal meeting during the year ended September 30, 1999. The Board's executive committee held four meetings during the year ended September 30, 1999. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Exchange Act, as amended, required the Company's officers, directors and persons who beneficially own more than ten percent of the Company's Common Stock to file reports of ownership and changes in ownership with the SEC. There reporting persons also are required to furnish the Company with copies of all Section 16(a) forms they file. To the Company's knowledge, based solely on its review of the copies of such forms furnished to it and representations that no other reports were required, the Company believes that all Section 16(a) reporting requirements were complied with by the Company's officers and directors during the year ended September 30, 1999. EXECUTIVE COMPENSATION The following table sets forth information concerning compensation for services in all capacities awarded to, earned by or paid to the Company's Chairman of the Board and the Company's President in the year ended September 30, 1999. There were no executive officers whose compensation exceeded $100,000 in the year ended September 30, 1999: SUMMARY COMPENSATION TABLE Annual Compensation Other Name and Principal Position Year ($)Salary ($)Bonus Compensation Robbie M. Efird 1999 167,456 0 6,970 (CEO) Christopher N. Baker 1999 138,505 0 60,996 (Former President) CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Other than the transactions described in this Information Statement, no information is required to be reported under this item. Dated: August 5, 2000 By: /s/ Herbert Tabin Herbert Tabin -----END PRIVACY-ENHANCED MESSAGE-----