1 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 January 22, 2001 Date of Report (Date of earliest event reported) NETERGY NETWORKS, INC. (Exact name of registrant as specified in its charter) Delaware 333-15627 77-0142404 (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation) Identification No.) - --------------------------------------------------------------------------------------------------------- 2445 Mission College Blvd. Santa Clara, California 95054 (Address of principal executive offices) (408) 727-1885 (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS On January 22, 2001, Netergy Networks, Inc. ("Netergy") issued a press release announcing the resignations of Paul Voois as Chief Executive Officer and Robert Habibi as President and Chief Operating Officer. A copy of the foregoing press release is included as Exhibit 99.1 hereto and is incorporated herein by reference. On January 23, 2001, Netergy issued a press release announcing the resignations of: Robert Habibi from Netergy's Board of Directors; Jean-Luc Calonne as Senior Vice President for Business Operations/General Manager of Netergy's Montreal office; and approximately 50 employees from the Netergy's Montreal office. A copy of the foregoing press release is included as Exhibit 99.2 hereto and is incorporated herein by reference. On January 24, 2001, Netergy issued a press release announcing the appointment of Joe Parkinson as interim Chief Executive Officer, and the addition of Bryan Martin to the Board of Directors and his appointment as President and Chief Operating Officer. A copy of the foregoing press release is included as Exhibit 99.3 hereto and is incorporated herein by reference. On January 31, 2001, Netergy issued a press release announcing its financial results for its third quarter of fiscal 2001, which ended December 31, 2000. A copy of the foregoing press release is included as Exhibit 99.4 hereto and is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits. Exhibit Number Description -------------- ----------- 99.1 Press release dated January 22, 2001. 99.2 Press release dated January 23, 2001. 99.3 Press release dated January 24, 2001. 99.4 Press release dated January 31, 2001. 2 3 SIGNATURES 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. NETERGY NETWORKS, INC. Dated: February 7, 2001 By: /s/ David Stoll ------------------------------------- David Stoll Chief Financial Officer 3 4 EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press release dated January 22, 2001. 99.2 Press release dated January 23, 2001. 99.3 Press release dated January 24, 2001. 99.4 Press release dated January 31, 2001.