U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB/A
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[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarter ended September 30, 1999
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from _____________ to _____________
Commission File No. 1-13760
THE NETWORK CONNECTION, INC.
(Exact Name of Small Business Issuer as Specified in Its Charter)
GEORGIA 58-1712432
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification Number)
222 NORTH 44TH STREET
PHOENIX, ARIZONA 85034
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(Address of Principal Executive Offices)
(602) 629-6200
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(Issuer's Telephone Number, Including Area Code)
Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12
months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days. Yes [X] No [ ]
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.
Class Outstanding at November 10, 1999
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Common stock, $.001 par value 6,405,746 shares
Transitional Small Business Disclosure Format
Yes [ ] No [X]
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ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
A Special Meeting of Stockholders was held on September 17, 1999 to act
upon the following matters:
1. A proposal to ratify and approve the acquisition of IED, and the
related issuance of 1,055,745 shares of the Company's Common Stock and 2,495,400
shares of the Company's Series D Convertible Preferred Stock, pursuant to an
Asset Purchase and Sale Agreement, dated April 30, 1999, by and between the
Company and GTL, as amended by the First Amendment to Asset Purchase and Sale
Agreement, dated as of May 14, 1999.
2. A proposal to amend the Company's Amended and Restated Articles of
Incorporation to increase the authorized number of shares of capital stock of
the Company to 42,500,000 of which 40,000,000 shares is Common Stock and
2,500,000 shares is Preferred Stock.
With respect to the first proposal, 3,506,816 votes were cast for,
63,555 votes were cast against or withheld, and there were 17,150 abstentions.
With respect to the second proposal, 3,472,176 votes were cast for, 102,395
votes were cast against or withheld, and there were 12,950 abstentions.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
(a) The following Exhibits are filed herewith pursuant to Rule 601 of Regulation
S-B.
Exhibit
Number Description Reference
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3.1 Articles of Amendment to the Second Amended and *
Restated Articles of Incorporation of The Network
Connection, Inc. dated October 6, 1999 and filed
October 25, 1999 (re: increase of authorized shares)
3.2 Articles of Amendment to the Second Amended and Restated *
Articles of Incorporation of The Network Connection, Inc.
dated October 6, 1999 and filed October 25, 1999
(re: increase of shares of Series C Preferred)
10.1 Fifth Allonge to Secured Promissory Note, dated July 16,
1999, made in favor of IFT (1)
10.2 Sixth Allonge to Secured Promissory Note, dated August
9, 1999, made in favor of IFT (1)
10.3 Seventh Allonge to Secured Promissory Note, dated August
24, 1999, made in favor of IFT (1)
10.4 Revolving Credit Note in the Aggregate Amount of Five
Million Dollars (1)
16. Letter on Change in Certifying Accountant (2)
27. Financial Data Schedule *
* Filed herewith
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(1) Incorporated by reference, filed as an exhibit with the Company's Annual
Report on Form 10-KSB for the fiscal year ended June 30, 1999.
(2) Incorporated by reference, filed as an exhibit with the Company's Current
Report on Form 8-K on July 30, 1999.
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(b) CURRENT REPORTS ON FORM 8-K
Financial Date of
Items Reported Statements Filed Event Reported
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Acquisition of Assets of Interactive Yes May 18, 1999
Technologies, Inc. (as amended by
Form 8-K/A filed July 30, 1999 to
provide required financial statements)
Change in Certifying Accountants No August 2, 1999
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SIGNATURES
In accordance with the requirements of the Securities Exchange Act of
1934, the Registrant has caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: November 16, 1999 THE NETWORK CONNECTION, INC.
By: /s/ Irwin L. Gross
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Irwin L. Gross
Chief Executive Officer
By:/s/ Morris C. Aaron
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Morris C. Aaron
Executive Vice President &
Chief Financial Officer
