UNITED STATES
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: March 1, 1999
MSI HOLDINGS, INC.
(Formerly known as Micro-Media Solutions, Inc.)
(Exact name of registrant as specified in charter)
UTAH 0-8164 87-0280886
(State or (Commission File Number) (IRS Employer
Jurisdiction of I.D. No.)
Incorporation)
501 Waller St.
Austin, Texas 78702
(Address of principal executive offices)
(512) 476-6925
(Registrant's telephone number, including area code)
<PAGE>
ITEM 5. OTHER EVENTS
MSI HOLDINGS, INC., (the "Company"), has received notification from BBN
Technologies, a Business Unit of GTE Internetworking, ("GTE/BBN"), that the its
wholly owned subsidiary, Micro-Media Solutions, Inc.'s high performance
"Internet Accelerator Portal TM", (the "IAP"), has been certified by GTE/BBN.
The IAP is the first of its kind to receive certification from GTE/BBN.
The notification letter is attached as EXHIBIT 99.1
A press release dated March 2, 1999 introducing the "Internet Accelerator
Portal" is attached as EXHIBIT 99.2
The receipt of the certification from GTE/BBN by Micro-Media Solutions, Inc.
,("MSI"), now triggers certain performance obligations including the payment of
$552,000 to GTE/BBN. The certification is contingent on MSI's commitment to
complete its implementation and maintaining the facility and its services to the
standards set by GTE/BBN on which this certification is based.
The contract with GTE/BBN for the consulting services and certification are
attached as EXHIBITS 99.3 and 99.4
SIGNATURES:
Pursuant to the requirements of Section 13 or 15(d) 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: March 3, 1999 By /s/ Jose G Chavez
Jose G. Chavez, President
<PAGE>
EXHIBIT 99.1 Notification of BBN Certification
February 9, 1999
Jose Chavez
President
Micro-Media Solutions, Inc.
501 Waller
Austin, TX 78702
Dear Mr. Chavez:
BBN Technologies, a Business Unit of GTE Internetworking, has performed a review
of Micro-Media Solutions' Austin, Texas facility and its operations. Careful
study was made of physical, environmental, technical, procedural and operational
factors, as listed in the attached Certification Checklist. Based on the
findings of the study, GTE Internetworking Professional Services hereby grants
Micro-Media Solutions' Austin, Texas facility 6-month conditional certification
for Internet services.
This certification is based on MSI's demonstrated effort in designing and
building a high performance Internet Accelerator Portal. Final certification is
contingent upon MSI's commitment to complete its implementation and maintain the
facility and its services to the standards on which this certification is based.
In doing so, MSI will be positioned to provide its customers with high quality
Internet services.
Congratulations!
Very Best Regards,
/s/ Adam Lipson
Adam Lipson
Director and General Manager
GTE Internetworking
Professional Services
<PAGE>
EXHIBIT 99.2
FOR IMMEDIATE RELEASE FOR MORE INFORMATION (PRESS ONLY):
----------------------------------
Sandra Boesch, Media Relations
Susann Cloutier, Investor Relations
MSI Holdings Inc.
www.msiaustin.com
(512) 476-6925
MSI INTRODUCES THE "INTERNET ACCELERATOR PORTAL "
AUSTIN, TEXAS - MARCH 03, 1999 - Micro-Media Solutions, Inc. (MSI), a
wholly owned subsidiary of MSI Holdings, Inc., (OTC BB: MSIA) today introduced
its new Division, the Internet Accelerator Portal . The Internet Accelerator
Portal is the first turnkey private portal solution that will help enable
businesses to gain an Internet presence profitably from the outset. The IAP
delivers business clients a suite of Internet services that are layered on top
of a unique billing platform and an advanced high speed Internet connection that
accelerates content delivery. These new services will be available in the
second quarter of 1999.
The first major target that the Internet Accelerator Portal will aim at is
the Internet Broadcasting and Private Portal market. "By targeting specific
communities of interest and streaming them specific requested content via high
quality video and audio over broadband connections, the Internet Accelerator
Portal will play a major role in the evolution of broadcast media," said Gary
Fortin, Director of Internetworking for MSI. "The same impact that television
had on the radio industry in the 1950s is being eclipsed by what the Internet is
doing to television."
As a GTE customer, MSI's Internet Accelerator Portal leverages GTE's new
fiber optic private network, the Global Network Infrastructure (GNI). The GNI
is among the largest networks ever constructed. It utilizes dense-wave division
multiplexing (DWDM) technology and supports speeds up to OC-192. MSI's close
relationship with GTE and its Austin-based facility will allow MSI's Internet
Accelerator Portal to connect directly to the mainstream of the Internet and
bypass the need for a dedicated local loop connection. This eliminates the
provisioning delay and costs associated with the local loop component of
dedicated circuits.
The Internet Accelerator Portal 's unique billing structure will allow
customers to participate in revenue sharing opportunities that will help to
defray costly up-front capital expenditures. Internet Accelerator Portal
clients will also have the ability to burst to virtually unlimited bandwidth.
The physical facility that surrounds the GTE Point of Presence and the
Internet Accelerator Portal is built to the highest fault tolerant standards
available. A fully redundant network and facility protects the most mission
critical Internet connections, offering our business clients complete peace of
mind. This is the highest quality Internet connection available in the market
today.
"Micro-Media Solutions has been working hard for many years to be the first
Internet Company that can offer a turnkey, end to end solution, and deliver it
at a quality and speed that is unmatched in the industry" said Jose Chavez,
president and CEO of MSI. "Our alliance with GTE has positioned MSI as an
industry leader, providing a cost effective solution for all businesses to have
a presence on the Internet, no matter how big or small, and be profitable."
MSI Holdings, Inc. parent company of Micro-Media Solutions, Inc. (MSI), is a
Utah corporation headquartered in Austin, Texas. MSI provides advanced Internet
broadcast delivery for a broad array of markets. The company's Internet
Accelerator Portal division provides Internet integration services, and
high-speed Internet connectivity through its Internetworking facilities in
Austin. MSI Holdings is publicly traded on the OTC Bulletin Board under the
symbol "MSIA". For more information regarding MSI Holdings, visit
http://www.msiaustin.com
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Certain statements in this release constitute forward-looking statements or
statements which may be deemed or construed to be forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995. The
words "forecast," "estimate," "project," "intend," "expect," "should,"
"believe," and similar expressions are intended to identify forward-looking
statements. These forward-looking statements involve and are subject to known
and unknown risks, uncertainties and other factors which could cause the
Company's actual results, performance (financial or operating) or achievements
to differ from the future results, performance (financial or operating) or
achievements expressed or implied by such forward-looking statements. The above
factors are more fully discussed in the Company's SEC filings.
<PAGE>
EXHIBIT 99.3
GTE INTERNETWORKING
POWERED BY BBN
Service Schedule
Consulting Services
A98-STD-PSA-523
This Service Schedule together with any attached Task Statements ("Service
Schedule") is part of and is governed by the Master Agreement for
Internetworking Services ("Master Agreement") executed between GTE
Internetworking Incorporated and Micro-Media Solutions, Inc., dated October 15,
1998. The terms and conditions of the Master Agreement are incorporated herein
by reference.
1. SCOPE OF SERVICE. We will provide you with the consulting services
("Consulting Service") as defined in mutually agreed upon individual task
statements (each, a "Task Statement"). Each Task Statement contains: (a) a
description of the work to be undertaken including deliverables, performance
period, compensation and other details relating to such work, (b) the
obligations and responsibilities of each party related to such Task Statement
and (c) any acceptance criteria. The Task Statement may be modified by mutual
written agreement. Changes or additions to work performed under the Task
Statement may require changes in the resources provided by us which may result
in additional costs to you or changes in the project schedule. The terms of and
conditions of each Task Statement shall be independent of and shall have no
impact upon the provisions of any other Task Statement. The first Task
Statement against this Service Schedule is entitled "NAP Design Proposal for
MSI" and is dated November 11, 1998 and is incorporated herein.
2. PRICING/PAYMENT. Task Statements may be issued on a Time & Materials
basis or Fixed Price basis as specified in each Task Statement.
2.1 Time & Materials. Time & Materials-type Task Statements contain an
estimated Task Statement amount including the estimated amounts for professional
labor ("Estimated Task Amount") and materials and hourly billing rates for
professional staff. Travel and other reasonable expenses are not included in
the Estimated Task Amount. We will use reasonable efforts to complete a Time
and Materials-type Task Statement within the Estimated Task Amount but will not
continue performance or incur costs in excess of the Estimated Task Amount
unless you authorize additional funds. Amounts for non-labor items will be
charged separately. Should Task Statements contain an estimated amount for
non-labor costs, we agree that we will not exceed 110% of those costs unless you
authorize additional funds. The first Task Statement against this Service
Schedule is a Time & Materials task priced at a not-to-exceed Estimated Task
Amount of $31,000 for professional labor and an estimated amount of $4,200 for
travel expenses.
2.2 Fixed Price. Fixed Price-type Task Statements specify a Task Statement
Fixed Price and will include all labor, materials and expenses unless otherwise
stated.
3. TERM. The term of this Service Schedule ("Term") shall commence on the
execution date of this Schedule and shall expire three (3) years thereafter
unless earlier terminated by you or us in accordance with the Agreement. In the
event a Task Statement's period of performance extends beyond the Term, the Term
shall be automatically extended and remain in effect until such time as the Task
Statement's period of performance is completed.
4. RIGHTS IN WORK PRODUCT.
4.1 You shall receive title, including copyright, to all written reports
prepared and delivered to you in accordance with the Task Statements; provided,
however, that rights in any intellectual property contained or referenced in
such reports shall be determined in accordance with Section 4.2 below.
4.2 Except as set forth in Section 4.1 above, we shall retain title to the
products of our work and all intellectual property rights thereto under this
Agreement, but grant to you a royalty-free nonexclusive, nontransferable license
(i) to make and use each invention or improvement thereto, which is or may be
patentable under U.S. law and is conceived or first reduced to practice by us in
the performance of the Task Statement, and (ii) to use, duplicate, or disclose
all computer software (except as noted below) and all other recorded information
(such as data tables) delivered to you in the performance of the Task Statement.
Our proprietary data and proprietary and/or commercial software, if required,
will be furnished under separate license or other arrangement.
5. CONFIDENTIALITY. We shall each retain in confidence all information and
know-how transmitted to the other that the disclosing party has identified in
writing as being proprietary and/or confidential, and will only use such
information and know-how in accordance with the terms of and during the term of
this Service Schedule. Neither party shall have an obligation to maintain the
confidentiality of information that (i) it rightfully received from another
party prior to its receipt from the disclosing party; (ii) the disclosing party
has disclosed to a third party without any obligation to maintain such
information in confidence; (iii) enters the public domain or becomes generally
known to the public by some action other than breach of this Service Schedule by
the receiving party; or (iv) is independently developed by the receiving party.
We shall each safeguard proprietary or confidential information disclosed by the
other using the same degree of care used to safeguard each other's proprietary
and confidential information but, in no event, shall use less than a reasonable
degree of care. Our respective obligations under this Section 5 shall extend
for a period of three years from termination, expiration or cancellation of this
Service Schedule.
6. HIRING. You agree that during the term of this Service Schedule and for
one (1) year thereafter you will not, without our prior written consent, employ
or offer employment to any employee of ours who has provided services hereunder.
7. SURVIVAL. The terms of sections 4, 5 and 6 shall survive the
termination, expiration or cancellation of this Schedule and the Master
Agreement.
8. DISCLAIMER CONCERNING NETWORK SECURITY CONSULTING. To the extent you
engage us to provide consulting with respect to security of your network or
data, we will provide advice to assist you in impeding and detecting a security
threat, however, you will remain responsible for the security of your network
and data. IN NO EVENT WILL WE BE LIABLE FOR ANY DAMAGES RESULTING FROM SECURITY
BREACHES REGARDING YOUR NETWORK OR DATA. THIS DISCLAIMER IS IN ADDITION TO, AND
NOT INSTEAD OF, THE DISCLAIMER, LIMITATION OF LIABILITY, AND LIMITATION OF
DAMAGES CONTAINED IN THE MASTER AGREEMENT.
Agreed to and accepted by:
GTE Internetworking, Inc. Micro-Media Solutions, Inc.
By: By:
Printed Name: Printed Name:
Title: Title:
Date
<PAGE>
EXHIBIT 99.4
GTE INTERNETWORKING
POWERED BY BBN
Service Schedule
Consulting Services
A98-STD-PSA-523
Amendment #1
This Service Schedule Amendment #1 together with any attached Task Statement is
part of and is governed by the Master Agreement for Internetworking Services
("Master Agreement") executed between GTE Internetworking Incorporated and
Micro-Media Solutions, Inc, dated 5/29/98 and the Service Schedule for
Consulting Services ("Service Schedule") A98-STD-PSA-523 dated October 15, 1998,
executed between same. The terms and conditions of the Master Agreement and the
Service Schedule are incorporated herein by reference.
1. SCOPE OF SERVICE. We will provide you with the consulting services
("Consulting Service") identified in the attached Task Statement entitled "NAP
Design Proposal for MSI " and dated November 11, 1998 for a fixed price of
$552,000, plus expenses. The Task Statement contains: (a) a description of the
work to be undertaken including deliverables, performance period and other
details relating to such work, (b) the obligations and responsibilities of each
party related to the Task Statement and (c) any acceptance criteria. The Task
Statement may be modified by mutual written agreement. Changes or additions to
work performed under the Task Statement may require changes in the resources
provided by us which may result in additional costs to you or changes in the
project schedule. The terms of and conditions of this Task Statement are
independent of and shall have no impact upon the provisions of any other Task
Statement.
2. PAYMENT TERMS. You agree to pay us in the following manner:
Payment Amount Payment Due Date
--------------- ------------------
1/3 of fixed price 30 days after the effective date
1/3 of fixed price 60 days after the effective date
1/3 of fixed price Upon delivery of deliverables
3. OTHER TERMS AND CONDITIONS REMAIN UNCHANGED. It is the intention of the
parties that except for the changes explicitly stated above, all other terms and
conditions of the Master Agreement and Service Schedule and any other Exhibits,
Attachments or Addenda thereto shall remain in full force and effect.
Agreed to and accepted by:
GTE Internetworking, Inc. Micro-Media Solutions, Inc.
By: By:
Printed Name: Printed Name:
Title: Title:
Date:
