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) MARCH 2, 2005
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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)
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 A MATERIAL DEFINITIVE AGREEMENT
As previously reported, the Registrant entered into an agreement (the
"Consulting Agreement") with Oasis Capital Partners, LLC ("Oasis") on June 7,
2004, pursuant to which Oasis served as a financial consultant and advisor to
the Registrant in the development and implementation of a comprehensive plan
based upon the long-term strategic objectives outlined in the Registrant's Form
10-Q for the quarter ended March 31, 2004, as filed on May 17, 2004. In
accordance with the Consulting Agreement, Oasis advised and assisted the
Registrant in (i) identifying a suitable merger or acquisition candidate, (ii)
completing business due diligence, (iii) structuring and negotiating acceptable
terms and (iv) assisting with the closing of a transaction ("Strategic
Consulting"). The term of the Consulting Agreement was for three months, at a
monthly rate of $15,000, and could be extended on a month-to-month basis. The
Consulting Agreement also provided that, if a successful transaction occurred,
Oasis would be entitled to receive warrants, exercisable for a period of two
years, to purchase 1% of the Registrant's issued and outstanding
"post-transaction" common stock at an exercise price equal to the average of the
mean between the closing bid and ask prices of the Registrant's common stock for
the 15 business days immediately subsequent to the date of the closing of a
transaction (the "Success Fee").
As also previously reported, Oasis continued to provide some Strategic
Consulting after the expiration of the three-month term set forth in the
Consulting Agreement. Accordingly, the Registrant agreed to make a one-time
payment of $30,000 to Oasis on October 20, 2004, and in consideration thereof,
Oasis agreed to provide no less than 75 hours per month of Strategic Consulting
to the Registrant for as long as it might take for the Registrant to complete a
transaction with a target company (the "First Subsequent Agreement"). In
connection with the First Subsequent Agreement, Oasis agreed not to seek any
further payments from the Registrant, and instead rely on the Success Fee as the
sole form of any additional compensation for such services.
As also previously reported, the Registrant engaged in a strategic
transaction with Berliner Communications, Inc. ("Berliner") on February 18, 2005
(the "Transaction"). Oasis introduced the Registrant to Berliner and provided
Strategic Consulting in connection with the Transaction.
On March 2, 2005, the Registrant agreed to make a one-time payment of
$25,000 to Oasis, and in consideration thereof, Oasis agreed to reduce the
Success Fee from 1% to 1/2% (the "Second Subsequent Agreement"). Accordingly,
Oasis is now entitled to receive warrants, exercisable for a period of two
years, to purchase 1/2% of the Registrant's issued and outstanding
"post-transaction" common stock at an exercise price equal to the average of the
mean between the closing bid and ask prices of the Registrant's common stock for
the 15 business days immediately subsequent to the date of the closing of the
Transaction with Berliner.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
NOVO NETWORKS, INC.
Date: March 8, 2005 By: /s/ RICHARD BERLINER
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Name: Richard Berliner
Title: Chief Executive Officer
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