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): January 29, 1997
NET LNNX, INC.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 0-14614 23-1726390
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
324 Datura Street, Suite 150, West Palm Beach, Florida 33401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (561) 659-1196
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(Former name or former address, if changed since last report)
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Item 2. Acquisition or Disposition of Assets.
On December 31, 1996, Net Lnnx, Inc. ("the Company") entered into a
Stock Purchase Agreement ("Agreement") with R. H. Financial Services, Inc.
("RHF"), of 408 Gulf Road, North Palm Beach, Florida 33408, to sell 500,000
shares of newly issued common stock of the Company, or approximately 25.6% of
the issued and outstanding common stock of the Company. Simultaneously, RHF
executed a Voting Trust Agreement (the "Voting Trust Agreement") with Robert
C. Hackney, giving RHF the right to vote an additional 314,000 shares of the
Company's common stock for a period of two years. As a result of the above,
RHF controlled the voting rights to approximately 41.7% of the issued and
outstanding common stock of the Company. On January 4, 1997, Ronald W. Hayes,
Jr. ('Hayes"), President of RHF was appointed President of the Company.
The Agreement required RHF to pay consideration totalling $300,000, with
$25,000 payable at closing on December 31, 1996 (the "Closing Date"), $25,000
payable on January 14, 1997 with the remaining consideration to be paid
pursuant to a promissory note (the "Note") with $50,000 payable on January 31,
1997, and $50,000 payable on each of March 31, June 30, September 30 and
December 31, 1997.
RHF made the initial payment of $25,000 due on the December 31, 1996
closing date and made no other payments pursuant to the Agreement as of the
date of this report.
On January 31, 1997, the Company's board of directors ("Board")
unanimously decided that the Agreement and the Note underlying the Agreement
ought to be reformed as a result of a number of unforeseen and unknown facts
and events discovered by RHF and the Company subsequent to the Closing Date.
On March 10, 1997, the Board unanimously adopted a plan submitted by
Hayes to restructure the Agreement and Note. The terms of restructure are as
follows:
1. In exchange for RHF returning 458,333 shares to the Company, the
Company shall cancel the entire Note and reform the Agreement to reflect a
sale of 41,667 shares of the Company's stock to RHF in exchange for the
$25,000 RHF paid on the Closing Date; and
2. No late payment penalties shall be charged by the Company against
RHF with respect to the $25,000 payable on January 14, 1997 and $50,000
payable on January 31, 1997, of which neither were paid.
The Voting Trust Agreement remains in full force and effect.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
1. Addendum To Stock Purchase Agreement between the Company and RHF.
2. Cancellation of Instrument.
3. The Stock Purchase Agreement and Voting Trust Agreement are
incorporated by reference to the Company's Form 8-K filed 1/10/97.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Net Lnnx, Inc.
By:/s/ Ronald W. Hayes, Jr.
Ronald W. Hayes, Jr., President
Dated March 21, 1997
ADDENDUM TO STOCK PURCHASE AGREEMENT
THIS ADDENDUM TO STOCK PURCHASE AGREEMENT is entered into this 10th day
of March, 1997, by and among R.H. FINANCIAL SERVICES, INC. ("Purchaser") and
NET LNNX, INC. ("Seller" or the "Corporation").
Whereas, the Purchaser and the Seller entered into a certain Stock
Purchase Agreement ("December Agreement"), dated December 31, 1996 whereby the
Purchaser purchased 500,000 shares of the Seller's newly issued common stock
in consideration for the sum of $300,000;
Whereas, the Purchaser and the Seller desire to reform and amend the
December Agreement;
For consideration which is hereby received and acknowledged, the
Purchaser and Seller hereby agree to reform and amend the December Agreement
as follows:
1. Section 1 of the December Agreement titled "Purchase and Sale of
Stock" shall be deleted in its entirety and replaced with the following:
SECTION 1
PURCHASE AND SALE OF STOCK
Subject to the terms and condition of this Agreement,
the Corporation hereby sells, assigns, transfers and
delivers to the Purchaser 41,667 newly issued restricted
shares of common stock of the Corporation.
2. Section 2 of the December Agreement titled "Consideration For
Transfer and Closings" shall be deleted in its entirety and replaced with the
following:
SECTION 2
CONSIDERATION FOR TRANSFER AND CLOSING
At the closing on December 31, 1996, and in full
consideration for the assignment, transfer and delivery to
the Purchaser of 41,667 newly issued restricted shares of
common stock of the Corporation, the Purchaser will deliver
to the Corporation the sum of $25,000 in cash on or before
January 6, 1996.
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IN WITNESS WHEREOF, the parties hereto have executed this Addendum to
Stock Purchase Agreement on the day and year first above written.
NET LNNX, INC.
/s/Ronald P. Perella
By: Ronald P. Perella,
Executive Vice President
R. H. FINANCIAL SERVICES, INC.
/s/Ronald W. Hayes, Jr.
By: Ronald W. Hayes, Jr.,
President
CANCELLATION OF INSTRUMENT
Net Lnnx, Inc., for consideration which is hereby received and
acknowledged, hereby cancels, rescinds, revokes, annuls, and voids the
Promissory Note in the amount of $250,000 dated December 31, 1996, signed by
Ronald W. Hayes, Jr. on behalf of the maker, R.H. Financial Services, Inc., so
that neither Ronald W. Hayes, Jr. nor R.H. Financial Services, Inc. shall have
any obligation to make payment on either the principal or interest on such
principal described in said promissory note.
NET LNNX, INC.
/s/Ronald P. Perella
Ronald P. Perella, Executive Vice President
