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 or Report (Date of Earliest Event Report): June 4, 1997
THE NATIONAL REGISTRY INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
0-20270 95-4346070
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Commission File Number) (I.R.S. Employer
Identification Number)
2502 ROCKY POINT DRIVE
TAMPA, FLORIDA 33607
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(Address of Principal Executive Offices) (Zip Code)
(813) 636-0099
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(Registrant's Telephone Number, Including Area Code)
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ITEM 1. CHANGE IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
(a) LITIGATION MATTER
On June 4, 1997, a complaint was served on The National
Registry Inc. (the "Company") with respect to a cause of action
brought by Cogent Systems, Inc. ("Cogent") in Los Angeles
Superior Court (Case No. BC 172 245) (the "Suit"). The Suit
asserts a claim for breach of contract and seeks compensatory
damages of an unspecified amount, declaratory relief and specific
performance. Cogent asserts such claim in connection with the
license agreement pursuant to which it granted the Company
licenses to make, use and sell products incorporating Cogent's
AFIS Technology. Cogent asserts, among other things, that the
Company improperly sublicensed Cogent's AFIS Technology, and that
it failed to enter any commercial markets prior to April 1, 1997,
as required to maintain its exclusivity under such license
agreement. Accordingly, Cogent asserts that the Company does not
have an exclusive right or license to use Cogent's AFIS
Technology in any commercial markets and that it has the right to
terminate such license agreement. The Company believes that it
did enter into various commercial markets prior to April 1, 1997
and that it has an exclusive right and license to use Cogent's
AFIS Technology in such markets. On June 12, 1997,
representatives of the Company met with representatives of Cogent
to discuss the matters raised by the Suit and the Company's
related counterclaims. Furthermore, based upon the productive
nature of the discussions Cogent agreed to dismiss the Suit,
without prejudice. As a result of such discussions, the parties
agreed to work together to attempt to resolve each others
concerns in a
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mutually beneficial manner. On June 13, 1997 the Company and
Cogent entered into a letter agreement confirming this point and
further providing that the parties would give each other prior
written notice prior to filing any action against the other. On
June 16, 1997, Cogent filed, and was granted, a Request For
Dismissal of the Suit, without prejudice.
The Company and Cogent are currently in discussions in an
attempt to obtain a mutually-beneficial resolution of these
matters. While the Company believes that such discussions are
progressing in a favorable manner, there is no assurance that
the parties will be able to so resolve such matters or, if able
to resolve such matters, that the Company or Cogent will not file
suit against the other in connection with such matters or any
other matters.
(b) AMENDMENT TO SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE
AGREEMENT
On June 5, 1997, the Company and Clearwater Fund IV, LLC
("Clearwater"), entered into a letter agreement (the "Letter
Agreement") amending the Series C Convertible Preferred Stock
Purchase Agreement, dated as of January 31, 1997, by and among
the Company, Clearwater and JNC Opportunity Fund Ltd. (the
"Stock Purchase Agreement"). Pursuant to the Letter Agreement,
Clearwater agreed not to sell any shares of the Company's common
stock issuable upon conversion of Clearwater's shares of Series C
Preferred Stock or upon exercise of its warrants to acquire
shares of the Company's common stock, without the Company's
consent and approval, for a period of 12 months commencing June
5, 1997. In addition, pursuant to the Letter Agreement, the
Company agreed to waive the Stock Purchase Agreement limitation
on Clearwater owning more than 4.9% of the outstanding common
stock of the Company.
ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
Not applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
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(c) Exhibits
The exhibits listed on the Exhibit Index on page 6 are filed as
part of this Report.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
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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.
THE NATIONAL REGISTRY INC.
By: /s/ JOHN GUSTAFSON
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Name: John Gustafson
Title: President and Chief Executive Officer
Date: June 23, 1997
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EXHIBIT INDEX
EXHIBIT PAGE NO.
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10 Letter Agreement, dated June 5, 1997, by and
between The National Registry Inc. and Clearwater 7
Fund IV, LLC
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EXHIBIT 10
[LETTERHEAD]
June 5, 1997
Mr. David E. Brogan
Vice President Finance
The National Registry Inc.
2502 Rocky Point Drive, Suite 100
Tampa, FL 33607
Dear David,
Pursuant to the meeting of all concerned parties on May 30, 1997, this letter
will confirm the following agreement between The National Registry Inc. (NRID)
and Clearwater Fund IV, LLC (Clearwater):
1. Clearwater, which holds 250,000 shares of Series C Covertible Preferred
Stock and warrants to purchase 285,714 shares of Common Stock of NRID, agrees
not to sell, without NRID's consent and approval, any shares of NRID Common
Stock received upon conversion of the Series C Preferred Stock or the
exercise of the warrants for a 12 month period. However, Clearwater shall be
entitled to sell any or all of its shares of Common Stock of NRID in
connection with any change of control of NRID or similar event. The
commencement of this holding period will occur as of June 5, 1997.
2. NRID hereby agrees to waive the 4.9% ownership limitations of the
outstanding shares of NRID Common Stock set forth within the terms of the
Series C Preferred Stock.
If the foregoing accurately and completely sets forth the understanding of the
parties, please so indicate by signing and returning a copy of this letter,
whereupon it will become binding.
(for and behalf of)
CLEARWATER FUND IV, LLC
By: /s/ HANS F. HEYE
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Hans F. Heye
Managing Member
ACCEPTED BY:
THE NATIONAL REGISTRY INC.
By: /s/ DAVID E. BROGAN
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David E. Brogan
Vice President - Finance
