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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 8, 2000
PRO NET LINK CORP.
(Exact name of registrant as specified in its charter)
Nevada 88-0333454
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
000-26541
(Commission File Number)
645 Fifth Avenue, Suite 303, New York, NY 10022
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)688-8838
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Item 5. Other Events
SENIOR MANAGEMENT AND BOARD APPOINTMENTS
On August 8, 2000, the Company appointed John A. Bohn as the Chairman
of the Board of Directors of the Company (the "Board") and President and the
Chief Executive Officer of the Company, and Karen Morgan as its Senior Executive
Vice President and Chief Operating Officer, and as a member of the Board. The
Company's current Chairman, Glenn Zagoren, will assume the duties of Co-Chairman
of the Board and Executive Vice President of the Company. In that capacity he
will focus his attention and energy on accelerating the development of the
Company's PNLTV.com broadcast unit. Jean Pierre Collardeau, the founder of
ProNetLink, will remain a member of the Board and as Treasurer and Secretary of
the Company, and will assume the duties of Executive Vice President for
Strategic Planning.
Additionally, David Blumberg, a financial consultant to the Company,
has been appointed to the Board, and David Walker, who has served as the
Company's Chief Operating Officer, will be assuming the duties of Chief
Information Officer.
Mr. Bohn has served as the President and Chairman of Export Import Bank
of the United States and as CEO of Moody's Investment Service. He was formerly
Executive Chairman and co-founder of CheMatch.com and is presently Chairman of
the Center for International Private Enterprise, a director of the United States
Chamber of Commerce, and is a principal and board member of GlobalNet Venture
Partners, Inc., a consulting and investment firm which provides management,
market focus and capital to start-up enterprises and other companies in the
Internet industry.
Ms. Morgan is co-founder of CheMatch.com, the first business-
to-business Internet-based chemical exchange. Ms. Morgan is also the founder of
T3 Technologies, and PetroChemNet, one of the first Internet-based professional
business communities in the chemicals market. In June 1999, PetroChemNet
Holdings, Inc. acquired CheMatch.com. Ms. Morgan also is a principal and board
member of GlobalNet Venture Partners, Inc.
Mr. Blumberg was one of the first employees of Wit Capital, Inc., where
he served as Senior Vice President and Managing Director. Mr. Blumberg also has
served as the President of Blumberg Associates, Inc., as Senior Vice President
of Merrill Lynch Interfunding Inc., and as Managing Director of Merrill Lynch
and Co., Inc.
AGREEMENTS WITH NEW EXECUTIVES AND BOARD MEMBERS
The responsibilities of, and compensation due to, the Officers are set
forth in two agreements: (i) an Agreement dated as of August 8, 2000 (the
"Agreement"), between and among the Company, Mr. Bohn, Ms. Morgan and GlobalNet
Venture Partners,
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Inc., a Delaware corporation of which John Bohn and Morgan are the principal
shareholders (the "Officers' Co."), and (ii) an Option Agreement between the
Company and the Officers' Co. dated as of August 8, 2000 (the "Officer's Co.
Option Agreement").
The Agreement provides that John A. Bohn will serve as President and
Chief Executive Officer of the Company, and Karen Morgan will serve as Chief
Operating Officer and Senior Executive Vice President of the Company. The
Agreement has a two year term. Both the Officers and the Officers' Co. are
required to use their reasonable best efforts to secure cash or equity
investments in the Company of at least $10 million (or such other transaction as
the Board shall deem to be in the best interests of the Company) (a "Viable
Financing"). In addition, the Officers and the Officers' Co. are to provide
executive, management and advisory services with respect to shareholder value
enhancement, strategic planning, corporate finance, shareholder relations and
other matters regarding the Company.
Subject to the terms and conditions set forth in the Agreement and the
Officers' Co. Option Agreement, the Officers' Co. is eligible to receive: (a) a
start up fee of $400,000 (payable upon consummation of a Viable Financing); (b)
base cash consideration of $500,000 per year; (c) additional cash consideration
based upon the performance by the Officers and the Officers' Co., the payment of
which shall be determined at the discretion of the Board; (d) a financing fee
equal to between 0% and 5% of the amount of a Viable Financing (depending on
when the Officers shall secure such Viable Financing); (e) options to purchase
15% of the currently outstanding shares of Company Stock (the "Option Shares")
(on a fully-diluted basis, assuming all of the three million shares currently
subject to the Company's Option Plan are shares outstanding); and (f) periodic
payments, in a combination of cash and shares of Company Stock, equal to 75% of
the Company's newly established incentive pool (the "Incentive Pool").
The Incentive Pool represents 10% of the periodic increase, if any, of
the aggregate value of the shares of the Company Stock outstanding as of the
date of the execution of the Agreement (as adjusted for stock splits, stock
dividends and the like).
The options have an exercise price (the "Exercise Price") equal to the
lesser of (a) the closing price of the Company Stock on the date preceding the
execution of the Agreement and (b) the
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sixty day trailing average of the closing price of the Company Stock on the date
preceding the execution of the Agreement. The options vest at the following
rate: 15% of the Option Shares vest upon the date hereof; 35% of the Option
Shares vest during the first nine months thereafter; and the remaining 50% of
the Option Shares vest during the second year of the term of the Agreement.
COLLARDEAU CONVERTIBLE NOTE
Jean Pierre Collardeau has agreed to provide interim financing to the
Company to facilitate its growth over the coming months. Mr. Collardeau has
loaned the Company $1 million in exchange for a Convertible Note, dated as of
August 8, 2000 and maturing August 8, 2001 (the "Note"). The Note bears interest
at the rate of 12% per year, compounded quarterly; any payments of interest and
principal due thereunder are convertible into shares of Company Stock at a
conversion ratio 50% higher than the Exercise Price.
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REGISTRATION RIGHTS AGREEMENT
In a Registration Rights Agreement between and among the Company, the
Officers' Co., Mr. Collardeau, Commerce Consulting, LLC, a Delaware limited
liability company ("CCL"), Mr. Zagoren and Francis Vincent, an existing
shareholder of the Company and member of the Board, dated as of August 8, 2000,
the Company has agreed to grant such parties certain rights to request the
registration (or participate in other registrations of the Company) with the
Securities and Exchange Commission of certain shares of the Company Stock
currently held or subsequently acquired by such parties. With the exception of
shares of Company Stock underlying Mr. Collardeau's Note, any rights to request
registration thereunder may only be exercised upon the later of: (i) a year from
the date hereof; or (ii) the date of the consummation of a Viable Financing.
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SHAREHOLDER AND VOTING AGREEMENT
In a Shareholder and Voting Agreement between and among the Company,
the Officers' Co., Mr. Collardeau, CCL, Mr. Zagoren and Mr. Vincent, dated as of
August 8, 2000, the parties agreed to vote all shares of the Common Stock of the
Company held by each them so as to elect all of the individuals nominated by Mr.
Collardeau to the Board and, during the term of the Agreement (depending on the
number of shares of the Company's Stock then held by the Officers' Co.) one or
two individuals nominated by the Officers' Co.
AMENDED STOCK OPTION PLAN
On August 8, 2000 the Board adopted an Amendment to its Stock Option
Plan, attached hereto as Exhibit 10.6, which increases the number of shares of
Common Stock subject to grant under the Plan from 3,000,000 to 17,500,000, and
implements certain other amendments set forth therein. Of the 14,500,000 shares
added to the Plan, 12,500,000 were added in order to provide for the issuance of
stock options to existing and future management, and 2,000,000 were added in
order to cover options that were already issued to Mr. Zagoren in prior
financial years (and disclosed in previous SEC filings of the Company).
Item 7. Exhibits
(C) EXHIBITS
10.1 Agreement, dated as of August 8, 2000, by and among Pro Net
Link Corp., a Nevada corporation, GlobalNet Venture Partners,
Inc., a Delaware corporation, John A. Bohn and Karen Morgan.
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10.2 Option Agreement, dated as of August 8, 2000, by and between
Pro Net Link Corp., a Nevada corporation, and GlobalNet
Venture Partners, Inc., a Delaware corporation.
10.3 12% Convertible Note due August 8, 2001.
10.4 Registration Rights Agreement, dated as of August 8, 2000,
between and among Pro Net Link Corp., a Nevada corporation,
GlobalNet Venture Partners, Inc., a Delaware corporation,
Jean Pierre Collardeau, Commerce Consulting, LLC, a Delaware
limited disability company, Glenn Zagoren and Francis Vincent.
10.5 Shareholder and Voting Agreement, dated as of August 8, 2000,
by and between Pro Net Link Corp., a Nevada corporation,
GlobalNet Venture Partners, Inc., a Delaware corporation, Jean
Pierre Collardeau, Glenn Zagoren and Francis Vincent.
10.6 Amendment to Stock Option Plan.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: August 8, 2000
PRO NET LINK CORP.
(Registrant)
By: /s/ Jean Pierre Collardeau
___________________________________
Name: Jean Pierre Collardeau
Title: President and Secretary
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EXHIBIT INDEX
10.1 Agreement, dated as of August 8, 2000, by and among Pro Net
Link Corp., a Nevada corporation, GlobalNet Venture Partners,
Inc., a Delaware corporation, John A. Bohn and Karen Morgan.
10.2 Option Agreement, dated as of August 8, 2000, by and between
Pro Net Link Corp., a Nevada corporation, and GlobalNet
Venture Partners, Inc., a Delaware corporation.
10.3 12% Convertible Note due August 8, 2001.
10.4 Registration Rights Agreement, dated as of August 8, 2000,
between and among Pro Net Link Corp., a Nevada corporation,
GlobalNet Venture Partners, Inc., a Delaware corporation,
Jean Pierre Collardeau, Commerce Consulting, LLC, a Delaware
limited disability company, Glenn Zagoren and Francis Vincent.
10.5 Shareholder and Voting Agreement, dated as of August 8, 2000,
by and between Pro Net Link Corp., a Nevada corporation,
GlobalNet Venture Partners, Inc., a Delaware corporation, Jean
Pierre Collardeau, Glenn Zagoren, and Francis Vincent.
10.6 Amendment to Stock Option Plan.
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