-----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, ErPlKWq96Lok9o3f2jz/6+vgWo8zaFDpYkg7h3b+sN7Tj7WzHtdBqqSYOTeV3TED QfT2vGMJChpokwMxEp2vPQ== 0000950147-99-001301.txt : 19991118 0000950147-99-001301.hdr.sgml : 19991118 ACCESSION NUMBER: 0000950147-99-001301 CONFORMED SUBMISSION TYPE: 10QSB/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990930 FILED AS OF DATE: 19991117 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETWORK CONNECTION INC CENTRAL INDEX KEY: 0000932088 STANDARD INDUSTRIAL CLASSIFICATION: COMPUTER COMMUNICATIONS EQUIPMENT [3576] IRS NUMBER: 581712432 STATE OF INCORPORATION: GA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10QSB/A SEC ACT: SEC FILE NUMBER: 001-13760 FILM NUMBER: 99759701 BUSINESS ADDRESS: STREET 1: 222 NORTH 44TH STREET CITY: PHOENIX STATE: AZ ZIP: 85034 BUSINESS PHONE: 6022008900 MAIL ADDRESS: STREET 1: 222 NORTH 44TH STREET CITY: PHOENIX STATE: AZ ZIP: 85034 10QSB/A 1 AMEND #1 TO QTRLY RPT FOR QTR ENDED 9/30/99 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-QSB/A ----------------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 1999 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File No. 1-13760 THE NETWORK CONNECTION, INC. (Exact Name of Small Business Issuer as Specified in Its Charter) GEORGIA 58-1712432 - ------------------------------- ---------------------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation of Organization) Identification Number) 222 NORTH 44TH STREET PHOENIX, ARIZONA 85034 ---------------------------------------- (Address of Principal Executive Offices) (602) 629-6200 ------------------------------------------------ (Issuer's Telephone Number, Including Area Code) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. Class Outstanding at November 10, 1999 ----- -------------------------------- Common stock, $.001 par value 6,405,746 shares Transitional Small Business Disclosure Format Yes [ ] No [X] ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS A Special Meeting of Stockholders was held on September 17, 1999 to act upon the following matters: 1. A proposal to ratify and approve the acquisition of IED, and the related issuance of 1,055,745 shares of the Company's Common Stock and 2,495,400 shares of the Company's Series D Convertible Preferred Stock, pursuant to an Asset Purchase and Sale Agreement, dated April 30, 1999, by and between the Company and GTL, as amended by the First Amendment to Asset Purchase and Sale Agreement, dated as of May 14, 1999. 2. A proposal to amend the Company's Amended and Restated Articles of Incorporation to increase the authorized number of shares of capital stock of the Company to 42,500,000 of which 40,000,000 shares is Common Stock and 2,500,000 shares is Preferred Stock. With respect to the first proposal, 3,506,816 votes were cast for, 63,555 votes were cast against or withheld, and there were 17,150 abstentions. With respect to the second proposal, 3,472,176 votes were cast for, 102,395 votes were cast against or withheld, and there were 12,950 abstentions. ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K (a) The following Exhibits are filed herewith pursuant to Rule 601 of Regulation S-B. Exhibit Number Description Reference - ------ ----------- --------- 3.1 Articles of Amendment to the Second Amended and * Restated Articles of Incorporation of The Network Connection, Inc. dated October 6, 1999 and filed October 25, 1999 (re: increase of authorized shares) 3.2 Articles of Amendment to the Second Amended and Restated * Articles of Incorporation of The Network Connection, Inc. dated October 6, 1999 and filed October 25, 1999 (re: increase of shares of Series C Preferred) 10.1 Fifth Allonge to Secured Promissory Note, dated July 16, 1999, made in favor of IFT (1) 10.2 Sixth Allonge to Secured Promissory Note, dated August 9, 1999, made in favor of IFT (1) 10.3 Seventh Allonge to Secured Promissory Note, dated August 24, 1999, made in favor of IFT (1) 10.4 Revolving Credit Note in the Aggregate Amount of Five Million Dollars (1) 16. Letter on Change in Certifying Accountant (2) 27. Financial Data Schedule * * Filed herewith - ---------- (1) Incorporated by reference, filed as an exhibit with the Company's Annual Report on Form 10-KSB for the fiscal year ended June 30, 1999. (2) Incorporated by reference, filed as an exhibit with the Company's Current Report on Form 8-K on July 30, 1999. (b) CURRENT REPORTS ON FORM 8-K Financial Date of Items Reported Statements Filed Event Reported -------------- ---------------- -------------- Acquisition of Assets of Interactive Yes May 18, 1999 Technologies, Inc. (as amended by Form 8-K/A filed July 30, 1999 to provide required financial statements) Change in Certifying Accountants No August 2, 1999 SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the Registrant has caused this Amendment to be signed on its behalf by the undersigned, thereunto duly authorized. Dated: November 16, 1999 THE NETWORK CONNECTION, INC. By: /s/ Irwin L. Gross ------------------------------ Irwin L. Gross Chief Executive Officer By:/s/ Morris C. Aaron ------------------------------ Morris C. Aaron Executive Vice President & Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----