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) September 27, 2005
CATCHER HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-50299 62-0201385
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
39526 Charlestown Pike, Hamilton, VA 20158
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (805) 443-9431
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
On September 27, 2005, the Registrant's wholly-owned subsidiary, Catcher, Inc.
("Catcher") entered into a Software License Agreement with Innerwall, Inc.,
a Delaware corporation ("Innerwall") whereby, Innerwall will grant to Catcher a
non-exclusive license to bundle and distribute Innerwall's ENCLAVE(TM) software
product with the CATCHER(TM) device (which is in the development stage). The
agreement is non-exclusive except that for a period of two years from August 1,
2005, Catcher may not pre-load the CATCHER(TM) device with any other software
product that is competitive with the ENCLAVE(TM) software; provided, however
that any reseller, distributor, OEM licensee, value-added reseller or systems
integrators of the CATCHER(TM) device may utilize any software product. During
the same period, Catcher agrees to promote ENCLAVE(TM) as the preferred mobility
management Network Security Product for the Catcher(TM) device. The initial term
of the agreement is for a period of two years, with automatic renewals for an
unlimited number of successive one-year terms. Either party may terminate (i)
upon 60 days' advance written notice prior to the end of any term or (ii) upon
written notice to the other party that it is in material default of the
agreement.
On September 27, 2005 Catcher entered into the ENCLAVE(TM) Software Finder's
Agreement with Innerwall, whereby Catcher will act as a non-exclusive finder of
customers for the ENCLAVE(TM) software and Innerwall will pay Catcher a finder's
fee for such services. Catcher will receive a finder's fee as a result of any
license of the ENCLAVE(TM) software by Innerwall to a customer in connection
with the purchase by such customer of the CATCHER(TM) device if such license is
a first order from a customer who has been identified by Catcher, and accepted
by Innerwall, as a Catcher Registered Customer. The initial term of the
agreement is for a period of three years, with automatic renewals for an
unlimited number of successive one-year terms. Either party may terminate (i)
upon 60 days' advance written notice prior to the end of any term or (ii) upon
written notice to the other party that it is in material default of the
agreement.
On September 27, 2005 Catcher entered into the CATCHER(TM) Device Finders'
Agreement with Innerwall, whereby Innerwall will act as a non-exclusive finder
of customers for the CATCHER(TM) device and Catcher will pay Innerwall a
finder's fee for such services. Innerwall will receive a finder's fee as a
result of any CATCHER(TM) device sold by Catcher to a reseller, distributor, OEM
licensee, value-added reseller or systems integrators (other than Innerwall) for
itself or an end-user if such sale is a first order from a customer who has been
identified by Innerwall, and accepted by Catcher, as an Innerwall Registered
Customer. The initial term of the agreement is for a period of three years, with
automatic renewals for an unlimited number of successive one-year terms. Either
party may terminate (i) upon 60 days' advance written notice prior to the end of
any term or (ii) upon written notice to the other party that it is in material
default of the agreement.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
a) Not applicable.
b) Not applicable.
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c) Exhibits
10.1 Software License Agreement, dated as of September 27, 2005
by and between Innerwall, Inc. and Catcher, Inc.*
10.2 Catcher(TM) Device Finder's Agreement, dated as of
September 27, 2005, by and between Innerwall, Inc. and
Catcher, Inc.*
10.3 Enclave(TM) Software Finder's Agreement, dated as of
September 27, 2005, by and between Innerwall, Inc. and
Catcher, Inc.*
* The Registrant has requested confidential treatment with respect to the
referenced exhibits. In the event that the Commission should deny such request
in whole or in part, such exhibits or the relevant portions thereof shall be
filed by amendment to this Current Report on Form 8-K.
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SIGNATURE
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.
Dated: September 29, 2005
CATCHER HOLDINGS, INC.
By: /s/ Charles Sander
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Name: Charles Sander
Title: Chief Executive Officer
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