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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): September 16, 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 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
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APPOINTMENT OF PRINCIPAL OFFICERS
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On September 16, 2005, Laurent Ohana was elected to the board of
directors of Network-1 Security Solutions, Inc. (the "Registrant") to serve
until his successor is duly appointed or elected. In connection therewith, the
Registrant issued to Mr. Ohana an option to purchase 50,000 shares of the
Registrant's common stock at an exercise price per share of $0.80. The option
has a 10-year term and vests at the rate of 12,500 shares per quarter beginning
on December 16, 2005. Mr. Ohana will also serve on the Compensation Committee of
the board of directors.
In connection with Mr. Ohana's introduction of certain investors to
the Registrant with respect to its private offering of common stock and warrants
completed on December 21, 2004, the Registrant paid to Mr. Ohana a fee of
$50,000 and warrants to purchase 50,000 shares of its common stock at an
exercise price per share of $1.00. The warrants have a three year term and
vested immediately.
Mr. Ohana is currently the Managing Partner of Parkview Ventures LLC
("Parkview"), a successor to New Media Capital LLC, a company that Mr. Ohana
founded in 1994. Parkview is engaged in merchant banking activities, including
making investments in, and providing strategic advisory services to, information
technology firms in the US and internationally. From 1999 to 2002, Mr. Ohana was
also the CEO of Inlumen, Inc. (f/k/a NewsAlert, Inc.), a company engaged in
providing private label web-based financial portals to financial institutions.
From 1987 to 1993, Mr. Ohana was an attorney at Fried Frank Harris Shriver &
Jacobson where he worked on a broad range of mergers and acquisitions in the US,
Europe and Israel.
SIGNATURE
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: September 22, 2005 By: /s/ Corey M. Horowitz
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Name: Corey M. Horowitz
Title: Chairman & Chief Executive Officer