SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: July 25, 2000
Commission File Number 000-29625
HIGH SPEED NET SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Florida 65-0185306
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(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
434 Fayetteville Street, Suite 2120
Raleigh, North Carolina 27601
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(Address of principal executive offices, including Zip Code)
(919) 645-2610
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(Registrant's telephone number, including Area Code)
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Item 2. Acquisition or Disposition of Assets
As of June 30, 2000, the Registrant entered into a Share
Acquisition Agreement with Douglas May, an individual. The Agreement
provided for the acquisition by the Registrant of all of the issued and
outstanding capital stock of Douglas May & Co., Inc., a Texas
corporation (the "Company"). The Company is in the business of
advertising design, brand development and interface consulting,
including the development of corporate websites. The assets of the
Company principally are intellectual property, computers, and office
supplies and equipment. In exchange for the capital stock of the
Company, the Registrant issued to Douglas May, the sole shareholder of
the Company, an aggregate of 183,070 shares of the Registrant's common
stock. If the market value of one share of the Registrant's common
stock is less than $10.00 on the first anniversary of the closing date,
Douglas May will be entitled to receive additional shares equal to the
difference between the price as of that date of 50,000 of the
Registrant's shares received by him under the Share Acquisition
Agreement and $10.00 per share. The Agreement also requires the Company
to register 133,070 of the shares issued to Douglas May with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended. If the registration statement does not become effective on or
before September 30, 2000, the Company will be obligated to purchase
45,572 of the shares for $300,000. If the Company becomes obligated to
repurchase these shares, the money to be used in the purchase of the
shares will be generated from the accounts receivable of the Company,
which will be held in escrow until the registration statement becomes
effective or until the shares are purchased, whichever first occurs.
Additionally, if the registration statement does not become effective
on or before January 1, 2001, the Registrant shall, at the election of
Douglas May, repurchase 87,498 of the shares for $576,000 payable in
one installment of $150,000 on January 1, 2001 and five equal monthly
installments of $85,200. The Registrant and the Company granted to
Douglas May a royalty free license to use certain intellectual property
of the Company developed on or before June 30, 2000.
In connection with the Share Agreement, Douglas May entered
into an Employment Agreement with the Registrant dated as of June 30,
2000. The Employment Agreement has a term of three (3) years and
provides that Douglas May will be the Chief Creative Officer of the
Registrant during the term of his employment. Douglas May was paid
$20,000.00 upon execution of the Agreement, and receives a $135,000.00
annual salary for the term of the Agreement. Douglas May is entitled to
salary increases based on performance and bonuses based on an executive
bonus plan to be developed by the Registrant. Douglas May may terminate
the Employment Agreement after 18 months upon no less than 30 days
written notice. The Employment Agreement contains a noncompetition
provision which extends for a period of six months following the
termination of Mr. May's employment.
All transactions contemplated by the Share Acquisition
Agreement were completed by July 25, 2000.
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Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
10.40 Share Acquisition Agreement dated as of June 30, 2000
between the Registrant and Douglas May (excluding schedules,
which will be supplied to the Commission upon request)which
is incorporated by reference to Exhibit 10.40 to the
Registrant's Registration Statement on Form S-1
(No.333-41730) filed on July 19, 2000.
10.41 Employment Agreement dated June 30, 2000 between the
Registrant and Douglas May, which is incorporated by
reference to Exhibit 10.41 to the Registrant's Registration
Statement on Form S-1 (No.333-41730) filed on July 19, 2000.
10.42 Form of License Agreement dated as of June 30, 2000
among Douglas May & Co., Inc., the Registrant and Douglas D.
May.
10.43 Form of Escrow Agreement dated as of June 30, 2000 among
Douglas May & Co., Inc., Douglas D. May and the Registrant.
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SIGNATURES
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 hereunto duly authorized.
HIGH SPEED NET SOLUTIONS, INC.
By:/s/ Robert S. Lowrey
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Name: Robert S. Lowrey
Title: Vice President, Finance
and Chief Financial Officer
Date: July 25, 2000
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INDEX TO EXHIBITS
The following exhibits are filed as part of this report.
Exhibit No. Description
10.42 Form of License Agreement dated as of June 30, 2000 among
Douglas May & Co., Inc., the Registrant and Douglas D. May.
10.43 Form of Escrow Agreement dated as of June 30, 2000 among
Douglas May & Co., Inc., Douglas D. May and the Registrant.
