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 of Report (Date of Earliest Event Reported): January 13, 2004
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NOVO NETWORKS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-28579 75-2233445
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
2311 Cedar Springs Road, Suite 400, Dallas, Texas 75201
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (214) 777-4100
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(Former Name or Former Address, If Changed Since Last Report)
Item 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
As previously disclosed, Novo Networks, Inc. ("Novo")
executed a purchase agreement (the "Purchase Agreement") with Ad
Astra Holdings LP, a Texas limited partnership ("Ad Astra"),
Paciugo Management LLC, a Texas limited liability company and the
sole general partner of Ad Astra ("PMLLC"), and the collective
equity owners of both Ad Astra and PMLLC, being Ugo Ginatta,
Cristiana Acerbi Ginatta and Vincent Ginatta (collectively, the
"Equity Owners"), on December 19, 2002. Pursuant to the Purchase
Agreement, Novo acquired a 33% membership interest in PMLLC (the
"PMLLC Interest") and a 32.67% limited partnership interest in Ad
Astra (the "Ad Astra Interest"), which resulted in Novo holding an
aggregate equity interest, including the PMLLC general partnership
interest, in Ad Astra equal to 33%. In addition, Novo acquired an
option (the "Option"), exercisable for a period of two years from
December 19, 2002, to purchase a 17.30% membership interest in
PMLLC and a 17.13% interest in Ad Astra.
On January 13, 2004, Novo executed a sales agreement (the
"Sales Agreement") with Ad Astra, PMLLC, and the Equity Owners,
whereby Novo agreed, subject to customary closing conditions, to
(i) sell and transfer to Ad Astra all of Novo's right, title and
interest in the Ad Astra Interest, (ii) sell and transfer to PMLLC
all of Novo's right, title and interest in the PMLLC Interest, and
(iii) terminate Novo's right to exercise the Option, all in
exchange for a total sales price of $1,250,000, to be paid in cash
at closing by Ad Astra and PMLLC. The closing of the Sales
Agreement is expected to take place on or before May 12, 2004,
unless consummated earlier or later than this date, as provided
for in the Sales Agreement.
Except as otherwise required by federal securities laws, Novo
undertakes no obligation to publicly update or revise the
information provided in this report regarding the Sales Agreement,
whether as a result of new information, future events, changed
circumstances or any other reason after the date of this report.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, Novo has duly caused this report to be signed
on Novo's behalf by the undersigned hereunto duly authorized.
NOVO NETWORKS, INC.
Date: January 16, 2004 By: /s/ STEVEN W. CAPLE
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Name: Steven W. Caple
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Title: President
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