-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TeziGudIY556xgPHkHoifDHYF4bCy711t8nKJV84mpeIyqGps5ORmHNoX3jjQ0jH 54eVoJ956SJHw0jxCb1cGA== 0000898432-04-000080.txt : 20040128 0000898432-04-000080.hdr.sgml : 20040128 20040128144102 ACCESSION NUMBER: 0000898432-04-000080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040127 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERTICAL COMPUTER SYSTEMS INC CENTRAL INDEX KEY: 0001099509 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 880441551 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-28685 FILM NUMBER: 04548870 BUSINESS ADDRESS: STREET 1: 6336 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90048 BUSINESS PHONE: 3236584211 MAIL ADDRESS: STREET 1: 6336 WILSHIRE BLVD CITY: LOS ANGELES STATE: CA ZIP: 90048 FORMER COMPANY: FORMER CONFORMED NAME: SCIENTIFIC FUEL TECHNOLOGY INC DATE OF NAME CHANGE: 19991122 8-K 1 vertical_8-k.txt 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 ------------------ Date of Report: January 27, 2004 VERTICAL COMPUTER SYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) DELAWARE 0-28685 65-0393635 -------- ------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 101 West Sixth Street, Suite 401 Austin, Texas 78701 (Address of principal executive offices) (512) 472-1938 (Registrant's Executive Office Telephone Number) ITEM 9. REGULATION FD DISCLOSURE. In December 2003, the Company settled its dispute with Arglen Acquisitions, LLC, the minority partner of Now Solutions ("Arglen"), regarding issues related to Now Solutions. The settlement resolved various allegations by the Company and Arglen Acquisitions concerning violations of Now Solutions' Operating Agreement. Pursuant to the settlement agreements, the arbitration has been dismissed and any actions with respect to Arglen and Gary Gyselen and the Company and its related parties are to immediately be dismissed. Under the settlement agreements, the Company has agreed to purchase Arglen's interest in Now Solutions for $1.4 million as follows: (a) $800,000 by the closing date, February 13, 2004, of which an initial $50,000 payment was made on January 8, 2004 and (b) $600,000 pursuant to a non-interest bearing secured promissory note providing for payments of $200,000 in April 2004, $100,000 in June 2004, and $300,000 in September 2004, which will be issued at closing. The security interest on the secured promissory note will be junior to Now Solutions' present indebtedness to WAMCO's 31, Ltd. In addition, on closing, the Company will cancel 80,763,943 warrants held by Arglen or its principal and issue to Arglen 20,000,000 shares of its common stock, which will be issued pursuant to "leak out" provisions restricting sales by volume limitations. The Company is obligated to file a registration statement within 180 days of the closing date covering the resale of the shares by Arglen. 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. VERTICAL COMPUTER SYSTEMS, INC. Dated: January 27, 2004 By: /s/ Richard Wade -------------------- Name: Richard Wade Its: President and CEO -----END PRIVACY-ENHANCED MESSAGE-----