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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2005
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Network-1 Security Solutions, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-14896 11-3027591
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
445 Park Avenue, Suite 1028, New York, New York 10022
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(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 829-5700
N/A
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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:
[_] 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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On August 4, 2005, the Registrant and David C. Kahn entered into an
agreement (the "Agreement") pursuant to which Mr. Kahn agreed to continue to
serve as Chief Financial Officer of the Registrant through December 31, 2006. In
consideration for his services, Mr. Kahn will be compensated at the rate of
$6,000 per month for the period through December 31, 2005 and $6,300 per month
for the year ended December 31, 2006. Mr. Kahn was also issued a ten year option
(the "Option") to purchase 75,000 shares of the Registrant's common stock at an
exercise price of $.80 per share. The option vested 30,000 shares on the date of
grant and the balance of the shares (45,000) will vest on a quarterly basis in
equal amounts of 7,500 shares beginning September 30, 2005 through December 31,
2006. Upon a "Change in Control" (as defined) all of the unvested shares
underlying the Option shall become 100% vested and immediately exercisable.
The Agreement further provides that the Registrant may terminate
the Agreement at any time for any reason. In the event Mr. Kahn's services are
terminated without "Good Cause" (as defined), he will be entitled to accelerated
vesting of all unvested shares underlying the Option and the lesser of six
months base monthly compensation or the remaining balance of the monthly
compensation payable through December 31, 2006.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(c) Exhibits
Exhibit No. Description
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10.1 Agreement, dated August 4, 2005, between the
Registrant and David C. Kahn.
SIGNATURE
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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.
NETWORK-1 SECURITY SOLUTIONS, INC.
Dated: August 9, 2005 By: /s/ Corey M. Horowitz
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Name: Corey M. Horowitz
Title: Chairman & Chief Executive Officer
Exhibit No. Description
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10.1 Agreement, dated August 4, 2005, between the Registrant and
David C. Kahn.