As filed with the Securities and Exchange Commission on July 19, 2000. Registration No. 333-3074 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549 FORM 8-K JUNE 30, 2000 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 - -------------------------------------------------------------------------------- Date of Report (Date of earliest event reported) June 30, 2000 NEXLAND, INC. (Exact Name of registrant as specified in its charter) Arizona 333-3074 65-0782410 (State of other (Commission File (IRS Employer Identification jurisdiction of Number) Number) incorporation) 1101 Brickell Avenue Suite 200, North Tower Miami, Florida 33131 (Address of principal executive offices) Tel: (305) 358-7771 (Registrant's telephone number) 20801 Biscayne Boulevard Aventura, Florida 33180 (Former name or former address, if changed since last report) Item 1. Change in Control of Registrant. Not applicable Item 2. Acquisition or Disposition of Assets. Not applicable Item 3. Bankruptcy or Receivership. Not applicable Item 4. Changes in Registrant's Certifying Accountant. Not applicable Item 5. Other Events. On June 30, 2000, the Company and Enrique Dillon, (the "Executive") the Chief Executive Officer entered into a Severance Agreement and Release wherein Enrique Dillon forfeited the 1,170,000 shares of common stock issued pursuant to the Employment Agreement. The Company agreed to issue 500,000 shares of common stock to Enrique Dillon and to register them on the Company's next registration statement, which shall remain effective for a period of one year. The Executive shall have the right to immediately sell 250,000 shares of common stock, subject only to the restrictions imposed by applicable securities laws and regulations. The remaining 250,000 shares of common stock may not be sold on the public markets until November 30, 2000, again subject only to the restrictions imposed by applicable securities laws and regulations. On July 14, 2000, Richard G. Steeves, resigned his position as a member of the Board of Directors, effective immediately. Item 6. Resignation of Registrant's Director. Not applicable Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (a) Financial Statements (b) Pro Forma Financial Statements (c) Exhibits Exhibit No. Description - ---------- ------------ 17 Resignation of Director 17.1 Letter of Richard G. Steeves dated July 17, 2000 99 Severance Agreement and Release of Enrique Dillon SIGNATURES Pursuant to the requirement 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. NEXLAND, INC. By: /s/ Martin Dell'oca -------------------------- Martin Dell'oca Dated: July 19, 2000 Nexland, Inc. 1101 Brickell Avenue Suite 200, North Tower Miami, Florida 33131