U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-KSB/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934.
For the fiscal year ended June 30, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-13760
THE NETWORK CONNECTION, INC.
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(Name of Small Business Issuer in Its Charter)
GEORGIA 58-1712432
------------------------------- ----------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1811 CHESTNUT STREET, SUITE 110
PHILADELPHIA, PENNSYLVANIA 19103
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(Address of Principal Executive Offices)
(215) 832-1046
------------------------------------------------
(Issuer's Telephone Number, Including Area Code)
Securities registered under Section 12(b) of the Exchange Act:
Name of Each Exchange
Title of Each Class on Which Registered
------------------- -------------------
COMMON STOCK, $0.001 PAR VALUE PER SHARE THE NASDAQ SMALLCAP MARKET
Securities registered under Section 12(g) of the Exchange Act: None
Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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 [ ]
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of the registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
Issuer's revenues for its most recent fiscal year: $7,091,660
As of October 25, 2000, the number of shares of Common Stock outstanding
was 20,654,344, and the aggregate market value of such Common Stock (based on
the closing sales price of the Common Stock on such date as reported by the
Nasdaq SmallCap Market) held by non-affiliates was approximately $13,191,310.
Transitional Small Business Disclosure Format: Yes [ ] No [X]
DOCUMENTS INCORPORATED BY REFERENCE
None
<PAGE>
PART III
ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
EXECUTIVE OFFICERS AND DIRECTORS
The executive officers and directors of The Network Connection, Inc., and
their ages are as follows:
Name Age Position
---- --- --------
Irwin L. Gross 56 Chairman of the Board of Directors and
Chief Executive Officer
Robert Pringle 39 Director, President and Chief Operating
Officer
Morris C. Aaron 36 Executive Vice President, Chief Financial
Officer and Secretary
Jay R. Rosan 55 Executive Vice President
Richard E. Genzer 38 Chief Technology Officer
M. Moshe Porat (1)(2) 52 Director
Stephen Schachman (1)(2) 55 Director
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(1) Member of the Compensation Committee.
(2) Member of the Audit Committee.
IRWIN L. GROSS has been the Chairman of the Board of Directors and Chief
Executive Officer of The Network Connection since May 18, 1999. Mr. Gross was
reelected to the board of directors in May 2000 and will serve until the 2003
annual meeting of shareholders. He is also Chairman of the Board of Directors
and Chief Executive Officer of Global Technologies, Ltd., a publicly held
company listed on the Nasdaq National Market. Global Technologies is a
technology incubator that invests in, develops and manages emerging growth
companies focused on e-commerce, networking solutions, telecommunications and
gaming. Mr. Gross also currently sits on the board of directors of U.S. Wireless
Corporation, a publicly held company listed on the Nasdaq National Market. Mr.
Gross is a founder of Rare Medium, Inc., a publicly held company listed on the
Nasdaq National Market, and was Chairman of the Board of Directors of Rare
Medium from 1984 to 1998. In addition, Mr. Gross served as the Chief Executive
Officer of Engelhard/ICC, a joint venture between Rare Medium and Engelhard. Mr.
Gross has served as a consultant to, investor in and director of, numerous
publicly held and private companies, and serves on the board of directors of
several charitable organizations. Mr. Gross has a Bachelor of Science degree in
Accounting from Temple University and a Juris Doctor degree from Villanova
University.
ROBERT PRINGLE has served as President and Chief Operating Officer of the
Company since March 6, 2000. He is also a director, having been elected at the
2000 annual meeting of shareholders on May 11, 2000 and will serve until the
2002 annual meeting of shareholders. Before his employment with the Company, Mr.
Pringle served as President and Chief Operating Officer for InteliHealth, Inc.
from September 1997 to October 1999. Prior thereto, Mr. Pringle was Vice
President for InteliHealth, Inc. from January 1996 to September 1997. Prior
thereto, Mr. Pringle was Vice President for Reality Online, Inc., a subsidiary
of Reuters, from September 1994 to January 1996. Mr. Pringle has a Bachelor of
Science in Economics degree from the Wharton School at the University of
Pennsylvania, a Bachelor of Applied Science from the Moore School of Electrical
Engineering at the University of Pennsylvania, and a Masters in Business
Administration from the University of Chicago Graduate School of Business.
MORRIS C. AARON has been Executive Vice President and Chief Financial
Officer of The Network Connection since May 18, 1999. From May 1999 to May 2000,
Mr. Aaron also served as a member of our board of directors. From September 1998
to December 1999, Mr. Aaron served as Senior Vice-President and Chief Financial
Officer of Global Technologies. From January 1996 to September 1998, Mr. Aaron
was the Chief Financial Officer and Treasurer of Employee Solutions, Inc., a
publicly held company listed on the Nasdaq National Market. From 1986 to 1996,
Mr. Aaron was with the firm of Arthur Andersen, LLP in the corporate finance and
corporate restructuring group. Mr. Aaron holds a Bachelors Degree in Accounting
from The Pennsylvania State University, an M.B.A. from Columbia University and
is a Certified Public Accountant in the State of New York.
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JAY R. ROSAN has served as Executive Vice President of the Company since
March 6, 2000. Prior to that he served as Executive Vice President of
InteliHealth, a leading consumer health information web company, from August 1,
1998. He also was on the board of directors of InteliHealth. Prior to that he
was the Senior Vice President and Corporate Medical Director for Aetna US
Healthcare from June 16, 1996 to August 1, 1998. Prior to June 16, 1996 he was
the cofounder and Executive Vice President of InteliHealth from June, 1995.
RICHARD E. GENZER has served as Chief Technology Officer of the Company
since March 6, 2000. Before his employment with the Company, Mr. Genzer served
as Chief Technology Officer for InteliHealth, Inc. from April 1996 to November
1999. Prior thereto, Mr. Genzer was Vice President of Engineering and Chief
Technology Officer for Reality Online, Inc. from 1989 to February 1996. Prior
thereto, Mr. Genzer was a lead software engineer at Cricket Software from 1986
to 1989. Prior thereto, Mr. Genzer was an electrical engineer with the US
Department of Defense from 1983 to 1986.
M. MOSHE PORAT has been a director of The Network Connection since May 18,
1999. Mr. Porat was reelected to the board of directors in May 2000 and will
serve until the 2001 annual meeting of shareholders. Dr. Porat is also a
director of Global Technologies. Since September 1996, Dr. Porat has served as
the Dean of the School of Business and Management at Temple University. From
1988 to 1996 he was Chairman of the Risk Management, Insurance and Actuarial
Science Department at Temple University. Dr. Porat received his undergraduate
degree in economics and statistics (with distinction) from Tel Aviv University
and his M.B.A. from the Recanati Graduate School of Management at Tel Aviv
University, and he completed his doctoral work at Temple University. Dr. Porat
is the Chairholder of the Joseph E. Boettner Professorship in Risk Management
and Insurance and has won several other awards for research in the insurance and
finance fields. He holds the CPCU professional designation, and is a member of
ARIA (American Risk and Insurance Association), IIS (International Insurance
Society), RIMS (Risk and Insurance Management Society) and the Society of CPCU.
Dr. Porat has authored several monographs on captive insurance companies and
their use in risk management, and has published numerous articles on captive
insurance companies, self-insurance and other financial and risk topics.
STEPHEN SCHACHMAN has been a director of The Network Connection since May
18, 1999. Mr. Schachman was reelected to the board of directors in May 2000 and
will serve until the 2001 annual meeting of shareholders. Mr. Schachman is also
a director of Global Technologies. Since 1995, Mr. Schachman has been the owner
of his own consulting firm, Public Affairs Management, which is located in the
suburban Philadelphia area. From 1992 to 1995, Mr. Schachman was an executive
officer and consultant to Penn Fuel Gas Company, a supplier of natural gas
products. Prior thereto, he was an attorney with the Philadelphia law firm
Dilworth, Paxson, Kalish & Kaufman. Mr. Schachman was also an Executive Vice
President of Bell Atlantic Mobile Systems and prior thereto, President of the
Philadelphia Gas Works, the largest municipally owned gas company in the United
States. Mr. Schachman has a Bachelor of Science degree from the University of
Pennsylvania and Juris Doctor degree from the Georgetown University Law School.
All executive officers serve at the discretion of the board of directors.
There are no family relationships between any of the directors or executive
officers of The Network Connection.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the SEC require that we disclose late filings of reports of
stock ownership by our directors and executive officers. To the best of our
knowledge, during the fiscal year ended June 30, 2000, all reports on Forms 3, 4
and 5 were filed in a timely fashion, except for Forms 5 to reflect a grant of
options for each of Messers. Gross, Aaron, Pringle, Rosen and Genzer,
respectively, which will be filed late.
ITEM 10 - EXECUTIVE COMPENSATION.
The following table sets forth certain information for the fiscal year
ended June 30, 2000, the transition period ended June 30, 1999 and our last two
completed fiscal years ended December 31, 1998 and 1997, with respect to
compensation we paid or accrued to each person who served as our Chief Executive
Officer during such period, our other executive officers who were serving as
such at June 30, 2000 and whose combined salary and bonus exceeded $100,000, and
one other highly compensated officer who was not serving as an executive officer
at June 30, 2000.
2
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SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Compensation/
Annual Compensation Awards
--------------------------------------- ------------
Securities
Other Annual Underlying
Name and Principal Position Year Salary($) Bonus($) Compensation($) Options(#)
--------------------------- ---- --------- -------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Irwin L. Gross 2000 -- -- -- 500,000
Chairman of the Board and Chief 1999 -- -- -- --
Executive Officer (1) 1998 -- -- -- --
1997 -- -- -- --
Morris C. Aaron 2000 215,000 43,000 -- 100,000
Executive Vice President and 1999 14,884 -- -- 50,000
Chief Financial Officer (1) (2) 1998 -- -- -- --
1997 -- -- -- --
Frank E. Gomer 2000 195,719 18,148 -- --
President and Chief Operating 1999 21,348 -- -- 50,000
Officer (1) (3) 1998 -- -- -- --
1997 -- -- -- --
</TABLE>
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(1) Global Technologies acquired control of The Network Connection on May 18,
1999. Prior to the acquisition, Wilbur L. Riner, Sr. served as our
Chairman, President and Chief Executive Officer and Bryan R. Carr served as
our Vice President - Finance and Chief Financial Officer. In connection
with the acquisition, on May 18, 1999, Irwin L. Gross replaced Wilbur L.
Riner, Sr. as our Chairman and Chief Executive Officer and Frank E. Gomer
became our President and Chief Operating Officer. Wilbur L. Riner, Sr.
remained with us as Executive Vice President - Business Development until
December 31, 1999, when his employment with us terminated in accordance
with a separation and release agreement. Also in connection with the
acquisition, on May 18, 1999, Morris C. Aaron became our Executive Vice
President and Chief Financial Officer.
(2) Until December 15, 1999 (the date on which Global Technologies hired its
new Chief Financial Officer, Patrick J. Fodale), Morris C. Aaron also
served as Chief Financial Officer of Global Technologies and devoted
approximately 40% of his time to Global Technologies through January 2000
at which time his time allocation decreased to 25%. Mr. Aaron received
approximately 40% of his compensation from Global Technologies until the
hire of Mr. Fodale and 25% until 6/30/00.
(3) Dr. Gomer is currently a consultant for the Company.
OPTION GRANTS (INDIVIDUAL GRANTS)
The following tables set forth certain information with respect to
individual grants of stock options made to the named executive officers during
the fiscal year ended June 30, 2000:
Percentage of
Number of Total Options
Securities Granted to Exercise
Underlying Employees in or Base Expiration
Name Options (#) Fiscal Year (%) Price ($)(1) Date
---- ----------- --------------- ------------ ----------
Irwin L. Gross (2) 500,000 16.46 2.3125 10/08/09
Morris C. Aaron (3) 100,000 3.29 4.00 06/30/10
Frank E. Gomer -- -- -- --
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(1) Represents the closing price of our common stock on the respective grant
date.
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(2) These qualified options vest as follows: 125,000 on the grant date of
October 8, 1999, 125,000 in equal annual installments over three years on
each of October 8, 2000, 2001 and 2002, and the remaining 250,000 on the
sixth anniversary of the date of grant, subject to acceleration to a
three-year vesting schedule in the event certain performance milestones are
achieved.
(3) These qualified options vest as follows: 25,000 on the grant date of June
30, 2000 and 18,750 on each of June 30, 2001, 2002, 2003 and 2004.
AGGREGATED OPTION EXERCISES AND OPTION VALUES AS OF JUNE 30, 2000
The following table sets forth certain information with respect to the
exercise of stock options by each of the named executive officers during the
fiscal year ended June 30, 2000, and the value of unexercised options as of the
end of such fiscal year:
Number of Securities Value of Unexercised
Underlying Unexercised Options In-The-Money Options
at Fiscal Year End (#) at Fiscal Year End ($) (1) (2)
--------------------------- ---------------------------
Name Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ------------- ----------- -------------
Irwin L. Gross 125,000 375,000 $210,938 $632,813
Morris C. Aaron 45,000 105,000 $35,000 $52,500
Frank E. Gomer 10,000 10,000 $17,500 $17,500
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(1) Market value of underlying securities at fiscal year-end minus exercise
price multiplied by the number of shares.
(2) If no value is indicated, these options did not have an exercise price less
than the closing bid price per share of our common stock on the Nasdaq
SmallCap Market at June 30, 2000.
DIRECTOR COMPENSATION
Each of our non-employee directors is paid $1,000 for attendance in person
at each meeting of the board of directors and $500 for participation in each
telephonic Board meeting. In addition, each non-employee director receives $500
for attendance at each meeting of a Board Committee of which he is a member. In
addition, we reimburse directors for their out-of-pocket expenses incurred in
connection with their service on the board of directors.
EMPLOYMENT ARRANGEMENTS
Frank E. Gomer served as President and Chief Operating Officer at the end
of the transition period ended June 30, 1999, and most recently as President of
our systems group, pursuant to the terms of an employment agreement that by its
terms would have terminated on June 10, 2001. Dr. Gomer received a minimum
annual base salary of $215,000. Beginning June 11, 1999 and ending June 11,
2003, Dr. Gomer also received 50,000 10-year options under our employee stock
option plan, which vest in increments of 10,000 options per year pursuant to the
terms and conditions of the employment agreement. The employment agreement also
provided for a severance payment in the event that Dr. Gomer was terminated
other than for "cause" as defined in the employment agreement. The severance
payment was to be equal to two times the remaining balance of his base salary
for the remainder of the then current term. The employment agreement also
provided for a payment in the event we terminated Dr. Gomer due to a termination
of our business as defined in the employment agreement or upon termination
without cause following a change in control. In either such event, Dr. Gomer was
to receive an amount equal to two times his remaining base salary for the then
current term, but not less than his annual base salary for one year. The
employment agreement also provides that we may pay other incentive compensation
as may be set by the board of directors from time to time and for such other
fringe benefits as are paid to our other executive officers. Such fringe
benefits take the form of medical and dental coverage and an automobile
allowance of $500 per month. On April 12, 2000, we and Dr. Gomer entered into a
Separation Agreement and Release of All Claims. The agreement provides that Dr.
Gomer's employment with us terminated on April 12, 2000, that he will receive
one year's severance and benefits, and an additional payment of $28,500 in
return for serving as a consultant to us on certain matters, cancellation of
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substantially all of his unvested options, and a release of all claims against
us. Under the terms of the agreement, Dr. Gomer has agreed to customary
non-solicitation, non-competition and confidentiality obligations.
Morris C. Aaron serves as Executive Vice President and Chief Financial
Officer pursuant to the terms of an employment agreement that terminates on June
10, 2001. Mr. Aaron receives a minimum annual base salary of $215,000. Beginning
June 11, 1999 and ending June 11, 2003, Mr. Aaron also received 50,000 10-year
options under our employee stock option plan, which vest in increments of 10,000
options per year pursuant to the terms of the employment agreement. The
employment agreement provides for a severance payment in the event that we
terminate Mr. Aaron other than for "cause" as defined in the employment
agreement. The severance payment would be equal to two times the remaining
balance of his base salary for the remainder of the then current term. The
employment agreement also provides a payment in the event we terminate Mr. Aaron
due to a termination of our business as defined in the employment agreement. In
the event of the termination of our business, Mr. Aaron would receive an amount
equal to two times his remaining base salary for the then current term, but not
less than his annual base salary for one year. The employment agreement also
provides that we may pay other incentive compensation as may be set by the board
of directors from time to time and for such other fringe benefits as are paid to
our other executive officers. Such fringe benefits take the form of medical and
dental coverage and an automobile allowance of $500 per month. Until December
15, 1999 (the date on which Global Technologies hired its new Chief Financial
Officer, Patrick J. Fodale), Morris C. Aaron also served as Chief Financial
Officer of Global Technologies and devoted approximately 40% of his time to
Global Technologies through January 2000 at which time his time allocation
decreased to 25%. Mr. Aaron received approximately 40% of his compensation from
Global Technologies until the hire of Mr. Fodale and 25% until 6/30/00.
REPORT ON REPRICING OF OPTIONS
None
ITEM 11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The table below sets forth the following information, as of October 25,
2000:
* beneficial ownership of our common stock by each person known by us to
own more than 5% of our common stock; and
* beneficial ownership of each class of our equity securities, and the
equity securities of Global Technologies, by each of our executive
officers and directors, and by all of our executive officers and
directors as a group.
<TABLE>
<CAPTION>
The Network Connection Global Technologies
Common Stock Class A Common Stock
------------------------------- -------------------------------
Name and Address Number of Shares Percent of Number of Shares Percent of
of Beneficial Owner (1) Beneficially Owned Class (2) Beneficially Owned Class (3)
----------------------- ------------------ --------- ------------------ ---------
<S> <C> <C> <C> <C>
Irwin L. Gross 851,430 (4) 4.0% 3,440,151 (5) 28.0%
Morris C. Aaron 45,000 (6) * 39,148 (7) *
Frank E. Gomer 20,000 (8) * 3,591 (9) *
M. Moshe Porat 10,000 (10) * 446,400 (11) 4.1%
Stephen Schachman 10,000 (12) * 71,400 (13) *
Robert Pringle 160,000 (14) * -- --
Global Technologies, Ltd. 25,352,459 (15) 78.6% -- --
All directors and executive
officers as a group (6 persons) 1,096,430 (16) 5.1% 4,000,690 (17) 32.1%
</TABLE>
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* Less than 1%
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(1) Except as otherwise indicated, the address of each beneficial owner is c/o
The Network Connection, Inc., 1811 Chestnut Street, Suite 120,
Philadelphia, PA 19103.
(2) Based on 20,654,344 shares of common stock outstanding.
(3) Based on 10,787,989 shares of Class A Common Stock outstanding.
(4) Includes 190,200 shares held by trusts of which Mr. Gross is a trustee and
66,667 shares held by Gross Investment Company, LP, an entity controlled by
Mr. Gross. Also includes 250,001 shares issuable upon the exercise of
currently exercisable options. Also includes 311,562 shares issuable to
trusts of which Mr. Gross is a trustee upon exercise of currently
exercisable warrants.
(5) Includes 4,498 shares owned jointly by Mr. Gross and his wife, and 149,309
shares owned by Ocean Castle Partners, LLC, an entity controlled by Mr.
Gross. Includes 50,948 shares owned by trusts for the benefit of Mr. Gross'
children, and 9,000 shares held in custodial accounts for the benefit of
Mr. Gross' children of which Mr. Gross' wife serves as custodian, as to all
of which shares Mr. Gross disclaims beneficial ownership. Also includes
39,750 shares held in trusts of which Mr. Gross is a trustee. Also includes
750,000 shares issuable to Mr. Gross upon exercise of currently exercisable
options. Also includes 553,978 shares and 198,318 shares issuable to Mr.
Gross and to trusts of which Mr. Gross is a trustee, respectively, upon
exercise of currently exercisable warrants.
(6) Represents 45,000 shares issuable to Mr. Aaron upon exercise of currently
exercisable options. Mr. Aaron's address is 222 North 44th Street Phoenix,
AZ 85034.
(7) Includes 15,000 shares issuable upon the exercise of currently exercisable
options and 15,000 shares issuable upon exercise of options exercisable
within 60 days.
(8) Represents 20,000 shares issuable upon the exercise of currently
exercisable options. 10,000 of these options will be held in escrow until
April 12, 2001 in accordance with the terms of Dr. Gomer's Separation
Agreement and Release of All Claims. Dr. Gomer's address is 222 North 44th
Street Phoenix, AZ 85034.
(9) Includes 3,591 shares issuable upon the exercise of currently exercisable
options.
(10) Includes 10,000 shares issuable upon the exercise of currently exercisable
options.
(11) Includes 375,000 shares owned by First Lawrence Capital Corp. over which
Dr. Porat has voting power through January 1, 2001 pursuant to a proxy
agreement. Also includes 45,000 shares issuable upon the exercise of
currently exercisable options, and 15,000 shares issuable to Dr. Porat upon
exercise of options exercisable within 60 days.
(12) Includes 10,000 shares issuable upon the exercise of currently exercisable
options.
(13) Includes 45,000 shares issuable upon the exercise of currently exercisable
options and 15,000 shares issuable upon exercise of options exercisable
within 60 days.
(14) Includes 160,000 shares issuable upon the exercise of currently exercisable
options.
(15) Includes 1,176,471 shares of common stock issuable upon conversion of
shares of Series B 8% Convertible Preferred Stock, 10,097,166 shares of
common stock issuable upon conversion of our Series D Convertible Preferred
Stock and 310,000 shares of common stock issuable upon exercise of
warrants.
(16) See footnotes 4, 6, 8, 10, 12 and 14.
(17) See footnotes 5, 7, 9, 11 and 13.
ITEM 12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Irwin L. Gross, our Chairman and Chief Executive Officer, is a principal of
Ocean Castle Investments, LLC ("Ocean Castle") which maintains the principle
executive offices for Mr. Gross and certain other employees of Global. During
the year ended October 31, 1998, Ocean Castle executed consulting agreements
with two principal stockholders of Global. The rights and obligations of Ocean
Castle under the agreements were assumed by the Network Connection in connection
with our merger with Global's (then Interactive Flight Technologies, Inc.)
interactive entertainment division. The consulting agreements require payments
aggregating $1,000,000 to each of the consultants through December 2003 in
exchange for advisory services. Each of the consultants also received stock
options to purchase 50,000 shares of Class A Common Stock of Global at an
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exercise price of $3.00. As of June 30, 1999, we determined that the consulting
agreements had no future value due to our shift away from in-flight
entertainment into alternative markets such as leisure cruise and passenger rail
transport. Only limited services were provided in 1999, no services were
provided in 2000, and no future services will be utilized. Accordingly, we
recorded a charge to general and administrative expenses in the transition
period ended June 30, 1999 of $1.6 million representing the balance due under
such contracts. In August 2000, Global, on behalf of The Network Connection,
settled the outstanding obligation with the principle stockholders of Global for
Class A Common Stock of Global. We will issue to Global 411,146 shares of
our common stock as reimbursement to Global for such settlement.
In August 1999, we executed a separation and release agreement with Barbara
Riner, a shareholder and former officer, pursuant to which we paid approximately
$85,000 in the form of unregistered shares of our common stock.
Global Technologies was party to an intellectual property license and
support services agreement for certain technology with FortuNet, Inc. FortuNet
is owned by Yuri Itkis, a shareholder of Global Technologies and previous
director of Global Technologies. The license agreement provides for an annual
license fee of $100,000 commencing in October 1994 and continuing through
November 2002. We assumed this liability in connection with Global Technologies'
acquisition of its interest in our company. We paid FortuNet $100,000 during
each of the years ended October 31, 1998 and 1997. In the second half of 1999 we
reached agreement with FortuNet with respect to a termination of this agreement
and paid FortuNet $100,000 plus legal fees. During the transition period ended
June 30, 1999, we revised our estimated accrual to $200,000, which is included
in accrued liabilities at June 30, 1999.
During the year ended October 31, 1998, Global extended by one year a
consulting agreement with a former officer of Global pursuant to which Global
will pay $55,000 for services received during the period November 1999 through
October 2000. We assumed the liability for the consulting agreement in
connection with our merger with Global's interactive entertainment division in
the amount of $55,000 which is included in accrued liabilities at June 30, 1999.
As of June 30, 2000, $18,000 remained to be paid.
During the year ended October 31, 1998, Global executed severance and
consulting agreements with three former officers, pursuant to which Global paid
the former officers and set aside restricted funds in the amounts of $3,053,642
and $735,000, respectively. The consulting agreements all expired by September
1999. Payments totaling $735,000 were made from restricted cash of Global
through September 1999. Expenses associated with these agreements were charged
to general and administrative expenses in the year ended October 31, 1998.
Global Technologies owns a controlling interest in our company. See
"Security Ownership of Certain Beneficial Owners and Management." Global
Technologies generally acquired its interest in our company on May 18, 1999. See
"Management's Discussions and Analysis of Financial Conditions and Results of
Operation." See also the description of the $5 million line of credit with
Global Technologies therein.
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ITEM 13 - EXHIBITS AND REPORTS ON FORM 8-K
(a) EXHIBITS
The following Exhibits are filed as part of this Annual Report on Form
10-KSB pursuant to Rule 601 of Regulation S-B.
Exhibit
Number Description Reference
------- ----------- ---------
2.1 Asset Purchase and Sale Agreement with Interactive Flight (1)
Technologies, Inc. (Global Technologies) dated April 29,
1999
2.2 First Amendment to Asset Purchase and Sale Agreement, (1)
dated April 29, 1999
3.1.1 Second Amended and Restated Articles of Incorporation (2)
3.1.2 Articles of Amendment to the Articles of Incorporation (3)
(re: Series A Preferred)
3.1.3 Articles of Amendment to the Articles of Incorporation (4)
(re: Series B Preferred)
3.1.4 Articles of Amendment to the Articles of Incorporation (5)
(re: elimination of Series A preferred)
3.1.5 Articles of Amendment to the Articles of Incorporation (6)
(re: Amendment to Series B Preferred)
3.1.6 Articles of Amendment to the Articles of Incorporation (6)
(re: Series C Preferred)
3.1.7 Articles of Amendment to the Articles of Incorporation (7)
(re: Series D Preferred)
3.1.8 Articles of Amendment to the Second Amended and Restated (8)
Articles of Incorporation (re: increase of authorized
shares)
3.1.9 Articles of Amendment to the Second Amended and Restated (8)
Articles of Incorporation (re: increase in shares of
Series C Preferred)
3.1.10 Articles of Amendment to the Articles of Incorporation (15)
(re: Series E Preferred)
3.2 Amended and Restated Bylaws (2)
10.1 Employment Agreement, dated October 31, 1998, by and (4)
between the corporation and Wilbur L. Riner
10.2 Addendum and Modification to Employment Agreement, dated (7)
May 14, 1999, by and between the corporation and Wilbur L.
Riner
10.3 Employment Agreement, dated October 31, 1998, by and (4)
between the corporation and James E. Riner
10.4 Addendum and Modification to Employment Agreement, dated (7)
May 14, 1999, by and between the corporation and James E.
Riner
10.5 Employment Agreement, dated October 31, 1998, by and (4)
between the corporation and Bryan R. Carr
10.6 Employment Agreement, effective June 11, 1999, by and (7)
between the corporation and Frank Gomer
10.7 Separation Agreement and Release of All Claims, effective (5)
April 12, 2000, by and between the corporation and Frank
Gomer
10.8 Employment Agreement, effective June 11, 1999, by and (7)
between the corporation and Morris C. Aaron
10.9 1994 Employee Stock Option Plan, including form of Stock (9)
Option Agreement
10.10 1995 Stock Option Plan for Non-Employee Directors (10)
10.11 Securities Purchase Agreement dated as of October 23, (11)
1998, between the Shaar Fund Ltd. and the corporation
10.12 Registration Rights Agreement dated as of October 23, (11)
1998, between Shaar and the corporation
10.13 Warrant Agreement dated October 23, 1998, between Shaar (11)
and the corporation
10.14 Securities Purchase Agreement dated as of December 28, (4)
1998, between Cache Capital and the corporation
8
<PAGE>
Exhibit
Number Description Reference
------- ----------- ---------
10.15 Registration Rights Agreement dated as of December 28, (4)
1998, between Cache Capital and the corporation
10.16 Service Agreement between The Network Connection and (12)
Stephen J. Ollier
10.17 Secured Promissory Note, dated January 25, 1999, made in (6)
favor of Interactive Flight Technologies, Inc.
10.18 First Allonge to Secured Promissory Note, dated May 10, (6)
1999, made in favor of Interactive Flight Technologies,
Inc.
10.19 Second Allonge to Secured Promissory Note, dated May 10, (6)
1999, made in favor of Interactive Flight Technologies,
Inc.
10.20 Third Allonge to Secured Promissory Note, dated May 10, (6)
1999, made in favor of Interactive Flight Technologies,
Inc.
10.21 Fourth Allonge to Secured Promissory Note, dated May 10, (6)
1999, made in favor of Interactive Flight Technologies,
Inc.
10.22 Amendment No. 1 to Registration Rights Agreement, dated (6)
May 10, 1999, between the corporation and Interactive
Flight Technologies, Inc.
10.23 Fifth Allonge to Secured Promissory Note, dated July 16, (7)
1999, made in favor of Interactive Flight Technologies,
Inc.
10.24 Sixth Allonge to Secured Promissory Note, dated August 9, (7)
1999, made in favor of Interactive Flight Technologies,
Inc.
10.25 Seventh Allonge to Secured Promissory Note, dated August (7)
24, 1999, made in favor of Interactive Flight
Technologies, Inc.
10.26 Revolving Credit Note in the aggregate amount of (7)
$5,000,000 in favor of Interactive Flight Technologies,
Inc.
10.27 Agreement between Carnival Corporation and The Network (12)
Connection
10.28 Master Settlement Agreement and Mutual Release (Carnival (15)
Corporation)
10.29 Convertible Note (Carnival Corporation) (15)
10.30 Agreement between Embassy Suites and The Network (12)
Connection
10.31 Agreement between Radisson Resort and The Network (12)
Connection
10.32 Amended and Restated Seventh Allonge to Secured Promissory (5)
Note, dated December 10, 1999.
10.33 Employment Agreement between Robert Pringle and the (13)
corporation, dated March 6, 2000.
10.34 Employment Agreement between Jay Rosan and the (13)
corporation, dated March 6, 2000.
10.35 Employment Agreement between Richard Genzer and the (13)
corporation, dated March 6, 2000.
10.36 Option Agreement between Robert Pringle and the (13)
corporation, dated March 6, 2000.
10.37 Option Agreement between Jay Rosan and the corporation, (13)
dated March 6, 2000.
10.38 Option Agreement between Richard Genzer and the (13)
corporation, dated March 6, 2000.
10.39 Registration Rights Agreement between the corporation and (13)
Robert Pringle, Jay Rosan and Richard Genzer, dated March
6, 2000.
10.40 Agreement between Brisbane Lodging LP DBA Radisson Hotel (13)
San Francisco Airport at Sierra Point and the corporation.
9
<PAGE>
Exhibit
Number Description Reference
------- ----------- ---------
10.41 Master Facility Agreement by and between the corporation (14)
and Fusion Capital Fund II, LLC dated as of June 1, 2000.
16.1 Letter on Change in Certifying Accountant (12)
21.1 Schedule of Subsidiaries (15)
23.1 Consent of KPMG LLP *
27 Financial Data Schedule (15)
----------
* Filed herewith.
(1) Incorporated by reference, filed as an exhibit with The Network
Connection's Current Report on Form 8-K on May 18, 1999.
(2) Incorporated by reference, filed as an exhibit with The Network
Connection's Current Report on Form 8-K on June 21, 1996.
(3) Incorporated by reference, filed as an exhibit with The Network
Connection's Current Report on Form 8-K on June 9, 1998.
(4) Incorporated by reference, filed as an exhibit with The Network
Connection's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1998 on April 15, 1999.
(5) Incorporated by reference, filed as an exhibit with The Network
Connection's registration statement on Form SB-2 on February 23, 2000. SEC
File No. 333-30980.
(6) Incorporated by reference, filed as an exhibit with the Network
Connection's Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 1999.
(7) Incorporated by reference, filed as an exhibit with The Network
Connection's Annual Report on Form 10-KSB for the fiscal year ended June
30, 1999 on October 14, 1999.
(8) Incorporated by reference, filed as an exhibit with The Network
Connection's Quarterly Report 10-QSB for the quarter ended September 30,
1999 on November 17, 1999.
(9) Incorporated by reference, filed as an exhibit with The Network
Connection's registration statement on Form SB-2 on October 26, 1994. SEC
File No. 33-85654.
(10) Incorporated by reference, filed as an exhibit with The Network
Connection's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1995.
(11) Incorporated by reference, filed as an exhibit with the corporation's
Quarterly Report on Form 10-QSB for the fiscal quarter ended September 30,
1998 on November 16, 1998.
(12) Incorporated by reference to the respective exhibits filed with The Network
Connection's Quarterly Report on Form 10-QSB for the fiscal quarter ended
December 31, 1999 on February 14, 2000.
(13) Incorporated by reference, filed as an exhibit with the corporation's
Quarterly Report on Form 10-QSB for the fiscal quarter ended March 31, 2000
on May 15, 2000.
(14) Incorporated by reference, filed as an exhibit with The Network
Connection's Amendment No. 1 to its registration statement on Form SB-2 on
June 7, 2000. SEC File No. 333-30980.
(15) Previously filed.
(b) CURRENT REPORTS ON FORM 8-K
None.
10
<PAGE>
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.
THE NETWORK CONNECTION, INC.
Dated: October 30, 2000 By: /s/ Irwin L. Gross
------------------------------------
Irwin L. Gross,
CHAIRMAN OF THE BOARD
