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
March 6, 2002
Date of Report
(Date of Earliest Event Reported)
SchoolWeb Systems Inc.
(Exact name of Registrant as Specified in its Charter)
#280-815 West Hastings Street, Vancouver, BC, V6C 1B4
(Address of Principal Executive Offices)
604-608-2540
(Registrant's Telephone Number)
North Pacific Capital Corp.
#280 - 815 West Hastings Street, Vancouver, BC V6C 1B4
(Former name and former address)
Nevada 000-31909 88-0473897
------ --------- ----------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
ITEM 1. CHANGES 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
The Company, in January of 2000, entered into a software license agreement with
Advanced Interactive Inc. ("AII") by which it acquired the North American rights
to market and distribute AII's broadcast / caching software ( the SchoolWeb
software system it currently markets and distributes).
On March 6, 2002, AII and Hewlett Packard (Canada) entered into an agreement
(the "Hewlett Packard Agreement") where AII agreed that the broadcast caching
software it had licensed to the Company would, be sold in conjunction with
Hewlett Packard hardware and with financing provided by a division of Hewlett
Packard (Canada), Hewlett Packard's leasing and finance division.
Effective March 6, 2002 but executed on April 10, 2002, the Company granted to
AII its consent to the Hewlett Packard Agreement. As a result, the Company must
only sell broadcast caching server software (including the SchoolWeb software
system) in conjunction with Hewlett Packard hardware and with financing provided
by Hewlett Packard's leasing and finance division.
Management of the Company consented to the Hewlett Packard Agreement because in
it Hewlett Packard (Canada) agrees to use its best efforts to provide
distribution and marketing of the broadcast caching software products the
Company has licensed from AII. The Company hopes that Hewlett Packard (Canada)
and its distribution capability will generate sales of the SchoolWeb software
system and the HealthWeb software system. In exchange for its consent, the
Company also secured rights under the License Agreement to a broader range of
products than it previously had rights to. The License Agreement with AII
originally entitled the Company only to the SchoolWeb and OfficeServer software
products. The License Agreement has now been amended to expand the Company's
rights to a North American license of all broadcast caching software products
AII has developed.
In December 2001, Hewlett Packard began testing the SchoolWeb system in their
facilities. In March and April of 2002, Hewlett Packard (Canada) began
market-testing the SchoolWeb software system.in fifteen school school districts
across Canada.
The Company hopes that these tests will generate revenue from sales of the
SchoolWeb software system.
There can be no assurance or guarantee given that these tests will generate
significant revenue, if they generate any revenue at all.
The Hewlett Packard Agreement and the consent executed by the Company are
attached as exhibits to this report on Form 8-K.
ITEM 6. RESIGNATION OF DIRECTORS AND EXECUTIVE OFFICERS
Not applicable.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
2.1 License Agreement between SchoolWeb and Advanced Interactive Inc. dated
as of January 1, 2001 as amended June 29, 2001 and September 10, 2001
(incorporated by reference to the Company's report on Form 8K dated
September 10, 2001).
2.2 Agreement between Advanced Interactive Inc. and Hewlett Packard (Canada)
dated March 6, 2002.
2.3 Consent to the agreement between Advanced Interactive Inc. and Hewlett
Packard (Canada) dated March 6, 2002.
2.4 License Agreement Amendment between Advanced Interactive Inc. and the
Company dated March 6, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
SchoolWeb Systems Inc.
By: /s/ Griffin Jones
-------------------------------
Griffin Jones, Director
Dated: April 17, 2002
Exhibit 2.2
SOLUTIONS PARTNER AGREEMENT
BETWEEN Hewlett-Packard (Canada) Ltd.
AND Advanced Interactive Canada Inc.
This Solutions Partner Agreement is entered into between Hewlett-Packard
(Canada) Ltd., incorporated under the laws of Canada and having a principal
place of business located at 5150 Spectrum Way, Mississauga, Ontario L4W 5G1
("HP") and Advanced Interactive Inc., incorporated under the laws of
_______________ and having a principal place of business located at #2101 - 1177
West Hasting Street, Vancouver, B.C., V6E 2K3 ("Solutions Provider").
1. SCOPE
a) HP manufactures and markets various computer, computer peripheral,
computer management software tools, software development tools, and
instrumentation products (HP Products). Solutions Partner develops and/or
markets computer software products and associated support services as part
of an integrated solution (including HP hardware products) that is remotely
managed via the Internet (the "Solution"), satellite, or
telecommunications. Solutions Partner agrees to market the Solutions
Partner above integrated solution to users of HP Products, and HP agrees to
assist Solutions Partner in this marketing program, to the extent set forth
in this Agreement.
b) HP and Solutions Partner are not agents or legal representatives of each
other and have no power or authority to represent, act for, bind or commit
each other with respect to any products. Neither execution nor performance
of this Agreement shall be construed to have established any joint venture
or partnership.
c) HP and Solutions Partner agree that the Solutions Partner will only market
and sell the software portion Solution to end user customers (including the
SchoolWeb Caching Server) to its customers exclusively on HP products, both
domestically and internationally, where HP products are made available for
the Solution. HP will use commercially reasonable efforts to have
international subsidiaries make HP products available for the Solution, but
HP cannot guarantee that such products will be made available. HP agrees to
provide marketing assistance to Solutions Partner through its Business
Development and Sales force in Canada. Marketing assistance will primarily
consist of appointing an account manager to: list the Solution as part of
HP's portfolio of products and services targeted at the Education market;
assist Solutions Partner in developing marketing strategies; and to list
Solutions Partner on HP's internal web-sites for third party applications.
Outside of Canada, the HP account manager will act as a liaison to assist
Solutions Partner in developing similar relationships with other HP
entities.
d) The provision contained in Section 1.c) above to sell software
exclusively on HP products shall not apply to any sales of software
directly resulting from written quotations to customers which were issued
in the sixty (60) day period preceding the effective date of this
Agreement.
2. Solutions Partner RIGHTS AND OBLIGATIONS
a) Solutions Partner agrees to work exclusively with HP for the provisioning
of infrastructure products that include Intel-based HP NetServers, notebook
computers (HP OmniBook), and palmtop devices (HP Jornada) as part of its
integrated solutions.
b) Solutions Partner will provide to HP a Business Plan that includes, but
is not limited to outlining, the international locations (countries) where
it plans to deploy the integrated solution that will require support of the
HP hardware products deployed as part of this integrated solutions
offering.
c) Solutions Partner commits to develop ongoing enhancements that extend and
enrich the competitive capabilities of its integrated solutions offering,
and to collaborate with HP (and/or any HP-designated solutions resource
working on HP's behalf) to expand the Solutions applicability to other
target markets.
d) Solutions Partner must offer support services to end-users for the
Solution. Support services for HP hardware products must be provided by an
HP approved support provider. Such support will include providing updates
to software, fixing any bugs, and ensuring that any issues related to HP
hardware, or other solution components that it is made aware of, are
communicated to HP or the appropriate support resource, as outlined in a
Customer Services Agreement (CSA) or Services Level Agreement (SLA). [does
this paragraph mean that HP is responsible for hardware support?]
e) Solutions Partner will consider HP Technology Finance (HPTF) as its
preferred Leasing partner, (as determined by international geography)
Solutions Partner.
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Page 2 SOLUTIONS PARTNER AGREEMENT
f) Solutions Partner shall not make any claims about HP or its Products,
other than those based on current information published by HP, and
Solutions Partner shall not use HP's name except as the hardware
manufacturer.
g) From time to time, HP may authorize Solutions Partner, in writing, to use
one or more designated HP trademarks, logotypes, trade names and insignias
(HP Marks). Solutions Partner is authorized, upon HP's execution of this
Agreement, to use the HP Mark known as the HP Channel Partner Insignia.
Solutions Partner may use HP Marks solely in connection with the marketing
of the Solutions Partner solutions, which are to be integrated with and
delivered on HP hardware, covered by this Agreement. Any use of the HP
Marks must be in good taste, in a manner that preserves their value as HP
Marks, and in accordance with all standards and guidelines provided by HP
for their use. Solutions Partner shall not use any HP Mark or symbol in a
way that may imply that Solutions Partner is an agency or branch of HP.
Upon HP's request, Solutions Partner will discontinue the use of any HP
Mark or symbol. Any rights or purported rights in any HP Marks acquired
through Solutions Partner's use belong solely to HP. All rights to use HP
Marks will cease upon expiration or termination of this Agreement.
h) Solutions Partner certifies that any information provided to HP in
writing, including descriptions of the Solutions Partner integrated
solution portfolio, is true and accurate. Solutions Partner hereby
authorizes HP to contact any references provided to HP. Solutions Partner
agrees to furnish HP with any other specific information reasonably
requested by HP in furtherance of this Agreement. Solutions Partner further
agrees that HP has no obligation to treat as confidential any materials,
information or documents submitted to it by Solutions Partner, which are
not submitted pursuant to a separately executed confidential disclosure
agreement.
i) Solutions Partner will be responsible for ensuring that proper notice of
any existing copyright or other proprietary right in the Solution and
associated documentation or training manuals properly appear thereon.
3. HP RIGHTS AND OBLIGATIONS
a) HP commits to supply hardware products and associated support services,
either from an HP authorized reseller or directly from HP, as determined by
each local HP entity which supports the geography in which the end user is
located or as may be outlined in any applicable agreements with the
Solutions Partner. This Agreement to supply and service HP products may
vary, depending on the international geography in which the said services
are to be executed, subject to prevailing rules associated with non-
resident suppliers in that region.
b) HP agrees, from time to time, to provide the Solutions Partner with
marketing materials including white papers, brochures, flyers, and data or
spec sheets describing HP Products, in order to assist the Solutions
Partner in positioning and marketing their integrated solution.
c) HP will use commercially reasonable efforts to provide Solutions Partner
with an introduction to customers and prospects, in the defined vertical
markets related to the Solutions Partner's integrated solutions. This may
include executive-level presentations, joint marketing communications, and/
or participation in conferences, trade shows, and other prospect-facing
initiatives.
d) HP Technology Finance (HPTF) shall have the first right to provide
competitive and responsive Leasing quotations and/or services to the
Solutions Partner as a valued business partner, where appropriate, as
determined by international geography
e) HP agrees to describe the Solutions Partner and the Solutions Partner's
integrated solution offering in PR, publications, including product
literature, electronic catalogs or databases, which may also describe
similarly situated products and services from other solutions partners.
Solutions Partner agrees that HP may publish or otherwise use any non-
confidential information submitted by Solutions Partner in order to achieve
this purpose. HP will make reasonable efforts to ensure that the materials
and descriptions related to the Solutions Partner's integrated solutions,
as provided for communications purposes, are accurate based on available
information. Upon expiration or termination of this Agreement, HP may
immediately discontinue distributing such information.
f) HP may provide demo/development equipment to Solutions Partner, which if
so provided, will be subject to the terms of the Demo/Development
Agreement.
4. REPRESENTATIONS AND WARRANTIES
a) Solutions Partner warrants it owns or has the legal right to distribute
the Solutions Partner applications, tools, products, and all portions
thereof which are or will form part of the Solution.
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Page 3 SOLUTIONS PARTNER AGREEMENT
b) Solutions Partner further warrants that the Solutions Partner's integrated
solution, and all portions thereof, either alone or in connection with an
HP system, do not infringe or violate any patent, copyright, trademark,
trade secret, or other proprietary right of any third party.
c) To the best of its knowledge, each party warrants that its performance of
its obligations under this Agreement does not conflict with any other
agreement between it and a third party.
d) Solutions Partner represents and warrants that it is not currently a party
to, nor will it during the term of this Agreement, enter into a similar
agreement with a company which HP considers to be a competitor of HP, in
HP's sole discretion acting reasonably, and which agreement requires
Solutions Partner to promote an HP competitor as the preferred hardware
provider of Solutions Partner products.
e) Solutions Partner owns or has the right to distribute the integrated
solution described herein and has the right to make it available to HP for
evaluation and, if mutually agreeable, to distribution by and/or through
HP.
f) Each party hereby agrees to defend and indemnify the other party for any
alleged infringement of Intellectual Property Rights of a third party based
on materials provided or supplied by that party hereunder.
5. TERM AND TERMINATION
a) This Agreement shall terminate exactly one year from its effective date
unless terminated earlier as provided below. It is anticipated by the
parties that the specific Solutions Partner integrated solution included
within this Agreement may change during the one year term but such changes
shall not effect this Agreement's termination date.
b) HP may terminate any Exhibit or this entire Agreement, at any time for
any reason or for no reason, upon 60 (sixty) days written notice to
Solution Provider.
c) Solution Provider may terminate any Exhibit or this entire Agreement, at
any time for any reason or for no reason, upon 180 (on hundred and eighty)
days written notice to HP.
d) In addition to any other remedies unavailable at law, HP may terminate
this Agreement on 10 days prior written notice where Solutions Partner is
in breach of its obligations set out in Sections 1.c and 2.a of this
Agreement.
e) Upon expiration, HP may extend this Agreement for successive one year
terms upon thirty (30) days written notice prior to the expiry date.
6. LIMITATION OF LIABILITY
Except for claims of intellectual property infringement or breach of
confidentiality obligations, in no event shall either party be liable to
the other for consequential, incidental or special damages arising from any
claim or action, incidental or collateral to, or directly or indirectly
related to or in any way connected with, the subject matter of this
Agreement whether based on contract, tort, statute, implied duties or
obligations or other legal theory.
7. GENERAL
a) Neither party will be liable for performance delays or for non-
performance, due to causes beyond its control.
b) Neither party may amend this Agreement or assign or transfer any rights or
obligations hereunder without prior written consent of the other party.
c) Neither party's failure to enforce any provision of this Agreement will
be deemed a waiver of that provision or of the right to enforce it in the
future.
d) Solutions Partner will conduct all its activities relating to its business
with HP in accordance with the highest standards of ethics and fairness as
well as in compliance with applicable law. HP may immediately terminate
this Agreement if Solutions Partner fails to do so.
e) This Agreement shall be governed in accordance with the laws of the
Province of British Columbia and, as applicable, Canada.
f) To the extent that any provision of this Agreement is determined to be
illegal or unenforceable, the remainder of the Agreement will remain in
full force and effect. The offending provision will be deemed amended by
the parties so as to make it enforceable and to the extent possible, have
consequences which are substantially the same as what was intended by the
parties.
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Page 4 SOLUTIONS PARTNER AGREEMENT
g) Choice of Language. The parties acknowledge that they have requested and
are satisfied that this Agreement be drawn up in the English language. Les
parties aux presentes reconnaissent que chacune d'elle a exige que cette
Annexe soit redigee en anglais, et s'en declarent satisfaites.
h) All notices that are required under this Agreement will be in writing and
will be considered given as of twenty-four (24) hours after sending by
electronic means, facsimile transmission, overnight courier, or hand
delivery, or as of five (5) days of certified mailing and appropriately
addressed to
Solutions Partner : HP:
Hewlett-Packard (Canada) Ltd.
5150 Spectrum Way
Mississauga, Ontario
L4W 5G1, Canada
Attention: Contracts Manager
i) This Agreement constitutes the entire understanding between HP and
Solutions Partner , and supersedes any previous communications,
representations or agreements between the parties, whether oral or written,
regarding transactions hereunder. Solutions Partner 's additional or
different terms and conditions will not apply.
j) This Agreement shall remain in full force and effect in the event of any
sale, whether in whole or in part, merger, consolidation or other re-
organization of Solution Provider, or in the event of any significant
change in management control of Solution Provider's operations.
k) Solutions Partner agrees, by signing below, that Solutions Partner has
read and agrees to all provisions contained in this Agreement.
8. ATTACHMENTS
The following attachments form part of this Agreement:
Effective the __ day of _______________, 2002
AUTHORIZED SIGNATURES:
Solutions Partner Hewlett-Packard (Canada) Ltd.
Signature: Signature: /s/ Jim Ranalli
------------------------ ------------------------
Name: ________________________ Name: Jim Ranalli
Title: ________________________ Title: Senior Contracts Consultant
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Exhibit 2.3
SCHOOLWEB SYSTEMS INC.
#280 - 815 West Hastings Street
Vancouver, BC V6C 1B4
Tel: (604) 608-2540
Fax: (604) 608-8775
March 8, 2002
Advanced Interactive Inc.
718 - 1350 Flamingo Road
Las Vegas, Nevada 89119
Attention: Mr. Karim Lakhani
-and-
Advanced Interactive Canada Inc.
2101 - 1177 West Hastings Street
Vancouver, BC V6E 2K3
Attention: Mr. Al Jamal
Dear Sirs:
Re: License Agreement (the "License Agreement") dated January 1, 2001 as amended
July 17, 2001
This letter is written to confirm our agreement as follows:
1. The License Agreement between SchoolWeb Systems Inc. and SchoolWeb
Holdings Inc. (collectively, "SchoolWeb") and Advanced Interactive Inc./
Advanced Interactive (Canada) Inc. (collectively, "AII") is amended such
that SchoolWeb consents (as described in Schedule "A" hereto) to the
granting to Hewlett Packard of the rights detailed in the Solutions Partner
Agreement attached as Schedule "B" hereto.
2. AII and SchoolWeb agree that any funds received under the terms of the
Solutions Partner Agreement shall be paid into a bank account maintained in
the name of Alternet Systems Inc. (to which SchoolWeb is changing its
name). This bank account (the "Bank Account") will have two signatories,
Karim Lakhani (in his capacity as President of AII) and one signatory from
SchoolWeb.
3. SchoolWeb agrees to distribute the funds in the Bank Account in accordance
with the provisions of the License Agreement pertaining to the royalty due
to AII for sales of caching server products which AII has licensed to
SchoolWeb. Specifically, SchoolWeb will deduct its Cost of Goods Sold
(including its costs of training, installation, configuration and providing
help desk services) from the funds received under the terms of the
Solutions Partner Agreement and distribute the remaining funds to SchoolWeb
(as income) and to AII (as its royalty under the License Agreement).
4. SchoolWeb agrees that, in administering the bank account in paragraph 3
above, it will provide to AII an annual audit of all funds received and
funds paid from the account.
5. SchoolWeb will provide AII with the name of the financial institution,
the branch number, the account number and any other information which is
required to be provided to Hewlett Packard to enable it to make the
payments referred to paragraph 2 above and AII will instruct Hewlett
Packard (or any division thereof, including Hewlett Packard Finance
Division) to pay any amounts due under the Solutions Partner Agreement to
this account.
6. The License Agreement is hereby amended such that SchoolWeb is granted the
exclusive right, in North America (subject to the provisions of the
Solutions Partner Agreement and of SchoolWeb's consent dated March 6
thereto), to sell all broadcast caching server software and hardware
systems developed by AII (including that software known as Office Server,
SchoolWeb and HealthWeb).
7. The License Agreement is also amended such that SchoolWeb will have any and
all right to trademark and use (as a trademark for SchoolWeb and Office
Server software and hardware systems sold to indigenous communities) the
trademark "1nterlink" (it is expressly acknowledged by SchoolWeb that AII
does not own or have any rights to this trademark at present, that
SchoolWeb will have to pursue the registration of this trademark without
aid from AII and that AII makes no representation or warranty to SchoolWeb
that this mark is registrable or does not conflict with existing marks).
AII shall be permitted to use the 1nterlink mark to identify itself (in
documents such as its annual reports or brochures) as a company connected
to Interlink.
8. Nothing in this amendment to the License Agreement shall be deemed to amend
the obligation of SchoolWeb to continue to make its monthly payments under
the terms of the License Agreement.
9. The parties to the License Agreement agree that they shall, prior to April
30, 2002, draft a new License Agreement to reflect the terms of the License
Agreement and all of the amendments thereto. This new License Agreement
will contain no new terms or conditions but will supersede and replace the
various agreements constituting the present License Agreement.
In all other ways, the License Agreement remains in full force and effect (as
amended by this and other amendments).
Should the above terms and conditions accurately reflect your understanding of
the terms of our agreement, please so indicate by signing this document below
and returning it to our offices at (604) 608-8775.
Yours truly,
SCHOOLWEB SYSTEMS INC.
/s/ Griffin Jones
Griffin Jones, Director
On behalf of AII, I have read, understood, acknowledged and accepted the terms
and conditions of our amendment of the License Agreement as outlined above
ADVANCED INTERACTIVE INC. ADVANCED INTERACTIVE CANADA INC.
/s/ Karim Lakhani /s/ Karim Lakhani
_____________________________ ________________________________________
KARIM LAKHANI KARIM LAKHANI
Exhibit 2.4
SCHOOLWEB SYSTEMS INC.
#280 - 815 West Hastings Street
Vancouver, BC V6C 1B4
Tel: (604) 608-2540
Fax: (604) 608-8775
March 8, 2002
Advanced Interactive Inc.
718 - 1350 Flamingo Road
Las Vegas, Nevada 89119
Attention: Mr. Karim Lakhani
-and-
Advanced Interactive Canada Inc.
2101 - 1177 West Hastings Street
Vancouver, BC V6E 2K3
Attention: Mr. Karim Lakhani
Dear Sirs:
Re: Agreement between Hewlett Packard (Canada) and Advanced Interactive Inc.
("AII") dated March 6, 2002
This letter is written to confirm our agreement as follows:
1. We consent to the terms of the agreement between Advanced Interactive Inc.
and Hewlett Packard (Canada) attached hereto as Schedule "A" (the
"Solutions Partner Agreement");
2. We acknowledge paragraph 5 of the Solutions Partner Agreement and confirm
that we will not, without first giving 210 days' notice to AII, withdraw
our consent in paragraph 1 above; and
3. We confirm that, in conjunction with the Solutions Partner Agreement, we
have ceased to use the name "SchoolWeb Systems Inc." for business purposes
and will (subject to shareholder approval) be changing our name to
"Alternet Systems Inc." as soon as practicably possible.
Should you require anything further, please do not hesitate to contact us at
anytime.
Yours truly,
SCHOOLWEB SYSTEMS INC.
/s/ Patrick Fitzsimmons
Patrick Fitzsimmons, Director and Vice-President