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) July 26, 1999
NET LNNX, INC. n/k/a PrintOnTheNet.com, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-14614 59-1270754
(Commission File Number) (IRS Employer Identification No.)
PrintOnTheNet.com, Inc.
7700 N.W. 37th Avenue
Miami, Florida 30076
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (305) 691-2800
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Item 5. Other Events.
On July 26, 1999, Net Lnnx, Inc. (the "Company") conducted its 1999 Annual
Shareholders' Meeting (the "Meeting") at 7700 N.W. 37th Avenue, Miami, FL
33147. The following actions were taken at the Meeting:
Proposal 1: Reincorporation of the Company in the State of Delaware. An
Agreement and Plan of Merger resulting in the merger of Net Lnnx, Inc., a
Pennsylvania corporation, with and into its wholly-owned subsidiary,
PrintOnTheNet.com, Inc., a Delaware corporation, was approved.
The Certificate of Merger was filed with the Delaware Secretary of
State on July 26, 1999.
The trading symbol for the Company's Common Stock on the OTC Bulletin
Board was changed from "NLNX" to "POTN" effective at 9:00 a.m. on July 30,
1999.
The Company's CUSIP Number was changed from 64107P 10 2 to 74257M 10 6
effective at 9:00 a.m. on July 30, 1999.
Proposal 2: Approval of the 1999 Stock Incentive Plan. The 1999 Stock
Incentive Plan providing for the issuance of up to 4,000,000 shares of
the Corporation's Common Stock or options or other rights to purchase
such stock was approved.
Proposal 3: Election of Directors: Messrs. Benjamin Rogatinsky, Samuel
Rogatinsky, Paul Lambert and William Colucci were elected to the Board for
a term which expires at the next annual meeting of shareholders.
Proposal 4: Ratification of the appointment of Berkowitz Dick Pollack &
Brant as the Company's Independent Auditors for the Fiscal Year ending
December 31,1999. The selection of the firm of Berkowitz Dick Pollack &
Brant as the Company's independent certified public accountants for the
fiscal year ending Decmeber 31, 1999 was approved and ratified.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements: Not applicable.
(b) Pro Forma Financial Information: Not applicable.
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(c) Exhibits:
2.1* Agreement and Plan of Merger by and between Net Lnnx,
Inc. and PrintOnTheNet.com, Inc. (See Exhibit A to Form
DEF 14A filed with the Commission on July 12, 1999).
3.1(a)* Restated Certificate of Incorporation of PrintOnTheNet.com,
Inc. (See Exhibit B to Form DEF 14A filed with the Commission
on July 12, 1999).
3.1(b) Certificate of Merger of Net Lnnx, Inc., a Pennsylvania
corporation, with and into PrintOnTheNet.com, Inc., a
Delaware corporation.
3.2* Bylaws of PrintOnTheNet.com, Inc. (See Exhibit C to Form DEF
14A filed with the Commission on July 12, 1999).
10.1* PrintOnTheNet.com, Inc. 1999 Stock Incentive Plan (See
Exhibit D to Form DEF 14A filed with the Commission on July
12, 1999).
* The Exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such exhibits is a reference
to the copy of the exhibit heretofore filed with the Commission, to which
there have been no amendments or changes.
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.
NET LNNX, INC.
n/k/a PrintOnTheNet.Com, Inc.
Date: August 9, 1999. By: /s/ Benjamin Rogatinsky
Benjamin Rogatinsky, Chairman and
and Chief Financial Officer
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Exhibit 3.1(b)
CERTIFICATE OF MERGER
OF
NET LNNX, INC.
(a Pennsylvania corporation)
WITH AND INTO
PrintOnTheNet.Com, Inc.
(a Delaware corporation)
It is hereby certified that:
1. The constituent business corporations participating in
the merger herein certified are:
(i) Net Lnnx, Inc., which is incorporated under the laws of the State
of Pennsylvania; and
(ii) PrintOnTheNet.Com, Inc., which is incorporated under the laws of
the State of Delaware.
2. An Agreement and Plan of Merger (the "Agreement and Plan"), between the
parties has been approved, adopted, certified, executed and acknowledged by
each of the constituent corporations in accordance with the requirements of
subsection (c) of section 252 of the General Corporation Law of the State of
Delaware, to wit, by Net Lnnx, Inc., a Pennsylvania corporation, in accordance
with the laws of the State of Pennsylvania, and by PrintOnTheNet.Com, Inc., a
Delaware corporation, in the same manner as is provided in Section 251 of the
General Corporation Law of the State of Delaware.
3. The name of the surviving corporation of the merger is PrintOnTheNet.Com,
Inc., a Delaware corporation, which will continue its existence as said
surviving corporation under its present name upon the effective date of said
merger pursuant to the provisions of the General Corporation Law of the State
of Delaware.
4. The Certificate of Incorporation of PrintOnTheNet.Com, Inc., a Delaware
corporation, as now in force and effect, shall be the Certificate of
Incorporation of said surviving corporation until amended and changed
pursuant to the provisions of the General Corporation Law of the State of
Delaware.
5. The executed Agreement and Plan between the aforesaid constituent
corporations is on file at an office of the aforesaid surviving corporation,
the address of which is as follows: 7700 N.W. 37th Avenue, Miami, FL 33147.
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6. A copy of the aforesaid Agreement and Plan will be furnished by the
aforesaid surviving corporation, on request, and without cost, to any
stockholder of each of the aforesaid constituent corporations.
7. The authorized capital stock of Net Lnnx, Inc., a Pennsylvania
corporation, consists of 20,000,000 shares of common stock, no par value,
and 5,000,000 shares of preferred stock, no par value.
8. The Agreement and Plan between the aforesaid constituent corporations
provides that the merger herein certified shall be effective as of the date
of filing this Certificate of Merger with the Secretary of State of Delaware.
IN WITNESS WHEREOF, said surviving corporation has caused this
Certificate to be signed by its Chairman and Chief Executive Officer this
26th day of July, 1999.
PrintOnTheNet.Com, Inc., a Delaware
corporation
By:/s/ Benjamin Rogatinsky
Benjamin Rogatinsky, Chairman
and CEO
