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
NOVEMBER 5, 1999
(Date of report)
PROTOSOURCE CORPORATION
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 33-86242 77-0190772
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
2800 28TH STREET, SUITE 170
SANTA MONICA, CALIFORNIA 90405
(Address of Principal Executive Offices)
(310) 314-9801
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 28, 1999, Protosource Corporation ("Protosource" or the
"Company") consummated their acquisition of substantially all of the assets of
MicroNet Services, Inc., a Connecticut corporation ("MicroNet"), in exchange for
the issuance of 78,810 shares of Protosource Common Stock and $132,500 in cash
consideration. The transaction was completed in accordance with the terms of the
asset purchase agreement, dated as of October 28, 1999, and effective as of
November 1, 1999, between the Company, MicroNet and the shareholders of
MicroNet.
The assets purchased by Protosource include all of MicroNet's
subscriber base, consisting of approximately 2900 accounts, as well as its
commercial based web hosting business, consisting of approximately 28 accounts,
and any intellectual property rights held by MicroNet. The total value of these
assets was based upon a pre-determined purchase price per account mutually
agreed upon by the Company and MicroNet. As an additional part of the completed
transaction, Protosource has hired James Sette, MicroNet's former Chief
Executive Officer, as Vice President of Business Development, John Prather,
MicroNet's former President, as Director of Operations, and intends to appoint
Stuart Rosenkrantz, a shareholder of MicroNet, as a Director of the Company.
ITEM 5. Other Events.
On November 3, 1999, and effective as of November 1, 1999, Raymond
Meyers resigned from his positions as Chief Executive Officer, President, Chief
Financial Officer and Secretary of the Company. In connection with his
resignation, the Company has entered into a severance agreement with Mr. Meyers,
by which the Company will pay Mr. Meyers $35,000, over a period of no more than
six months, and grant him 20,000 options in the Company's common stock. In
addition, the Company has entered into a six month consulting agreement with Mr.
Meyers, by which the Company will pay Mr. Meyers an hourly rate of $100. Both of
these agreements are attached as exhibits hereto.
Upon Mr. Meyer's resignation, Protosource's shareholders elected
William Conis as the Company's new Chief Executive Officer, President, Chief
Financial Officer and Secretary, effective November 1, 1999. In connection with
his election to these positions, the Company has entered into an employment
agreement with William Conis for a term of two years, at a base annual salary of
$175,000. Mr. Conis' employment agreement is also attached as an exhibit hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA Financial Information and Exhibits.
(a) Financial Statements of Business Acquired
To Be Filed By Amendment.
(B) PRO FORMA Financial Information
To Be Filed By Amendment.
(c) Exhibits
NUMBER DESCRIPTION
10.1 Asset Purchase Agreement, dated as of October 28, 1999, and
effective as of November 1, 1999, by and among MicroNet
Services, Inc., Kanfer Associates, Denise Rosenkrantz, James
M. Sette and Protosource Corporation.
10.2 Form of Severance Agreement, dated as of November 3, between
Protosource Corporation and Raymond Meyers.
10.3 Form of Consulting Agreement, dated as of November 3, between
Protosource Corporation and Raymond Meyers.
10.4 Form of Employment Agreement, dated as of November 3, between
Protosource Corporation and William Conis.
SIGNATURE
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.
PROTOSOURCE CORPORATION
(REGISTRANT)
DATE: NOVEMBER 5, 1999 /S/WILLIAM CONIS
William Conis,
Chief Executive Officer