SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported ) April 24, 2000
--------------
NETCRUISE.COM, INC.
-------------------
(Exact name of registrant as specified in its charter)
New Jersey O-29188 22-2719541
---------- ------- ----------
(state or other (Commission file number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
2401 Morris Avenue, Union, New Jersey 07083
------------------------------------- -----
(address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code, (908) 801-8767
--------------
<PAGE>
Item 5: OTHER EVENTS
Settlement of Contract Dispute
On April 24, 2000, the Company completed a transaction with United
Internet Technologies, Inc. ("UIT") and its parent company, United Leisure
Corporation ("ULC"), which restructured agreements they originally entered into
in July 1998 and subsequently amended in 1998 and 1999 (the "July 1998
Agreement").
The July 1998 Agreement sold to the Company the rights to the travel
Web site named "netcruise.com," together with a business model, worldwide rights
and a license for UIT's proprietary "Parallel Addressing Video" ("PAV")
technology for travel related applications, computer software and other
intellectual property related to the travel business. In consideration for July
1998 Agreement, the Company issued to UIT 2,000,000 restricted shares of the
common stock and two warrants to purchase an additional 1,600,000 shares; one
for the purchase of up to 800,000 shares of common stock at an initial purchase
price of $2.50 per share (the "Class X Warrant") and the other for the purchase
of up to an additional 800,000 shares of common stock at an initial purchase
price of $6.00 per share (the "Class Y Warrant"). The July 1998 Agreement also
provided for the exchange of additional consideration consisting of UIT's
assignment of an office lease, the provision by UIT of managerial and technical
assistance and various payments to be made by the Company.
In the restructuring completed on April 24, 2000, various disputes that
had arisen between the Company and UIT regarding the implementation and
performance of the July 1998 Agreement were fully resolved and released. UIT
provided a revised and updated PAV software and technology license to the
Company, sold 1,500,000 shares of the Company's common stock in a private
transaction for a cash purchase price of $600,000 to Mr. Joseph Perri, the
Company's principal shareholder, and agreed to the Company's cancellation of the
Class X and Class Y Warrants to purchase an aggregate of 1,600,000 shares. In
addition, a principal shareholder of UIT agreed to the Company's cancellation of
the Class V and Class W Warrants to purchase an aggregate of 400,000 shares. In
this connection, the Company issued two new privately placed warrants to
purchase up to 500,000 shares; a Series U Warrant permitting UIT to purchase up
to 400,000 shares of common stock for a period of five years at an initial
purchase price of $1.00 per share and a Series V Warrant permitting a principal
shareholder of UIT to purchase up to 100,000 shares of common stock over a five
year period for an initial purchase price of $1.00 per share.
Item 7: FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.26 Omnibus Stock Purchase, Restructuring and General Release
Agreement among the Company, Joseph Perri, United Leisure
Corporation, United Internet Technologies, Inc., Harry
Schuster and Brian Schuster dated April 24, 2000 (formerly
Exhibit 10.26).
10.27 Software License and Domain Name Assignment Agreement
between the Company and United Internet Technologies, Inc.
dated April 24, 2000 (formerly Exhibit 10.27).
<PAGE>
10.28 Warrant Agreement between the Company and United Internet
Technologies, Inc. dated April 24, 2000 (formerly
Exhibit 10.26).
10.29 Warrant Agreement between the Company and Brian Schuster dated
April 24, 2000 (formerly 10.27).
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.
July 31, 2000 NETCRUISE.COM, INC.
By: /s/ Lawrence E. Burk
Lawrence E. Burk
President and Chief Executive Officer
