UNITED
STATES
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 (Date of earliest event reported): April 18, 2005
SMART
ONLINE, INC.
(Exact
name of registrant as specified in its charter)
Delaware |
|
333-119385 |
|
954439334 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
2530
Meridian Parkway, Durham, N.C. |
|
27713 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant's
telephone number, including area code: (919)
765-5000
Not
applicable
(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 (see General Instruction A.2. below):
¨ 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))
ITEM
5.02 DEPARTURE OF DIRECTOR OR PRINCIPAL OFFICERS;
ELECTION OF DIRECTOR; APPOINTMENT OF PRINCIPAL OFFICER
On April
18, 2005, the Board of Directors of Smart Online, Inc. (the “Registrant”)
elected Mr. David E.Y. Sarna and Mr. Frank Coll, each to serve as a director of
the Registrant, effective immediately. Mr. Sarna was elected to fill a vacancy
created by the increase in the authorized size of the Registrant’s Board of
Directors to five members, and Mr. Coll was elected to fill a vacancy created by
the resignation of Henry Nouri, the brother of Michael Nouri, the Registrant’s
principal executive officer, from the Board of Directors. Henry Nouri’s
resignation was effective April 18, 2005. Henry Nouri will continue to serve as
an officer of the Registrant.
The
purpose of this change in Board membership is to advance the Registrant’s goal
of restructuring to a Board of Directors that has a majority of independent
directors. With this change, the Registrant’s Board now has two independent
directors on its five person Board. Henry Nouri’s resignation was not the result
of any dispute with the Registrant regarding its operations, policies or
practices.
Since
August, 2002, Mr. Sarna has worked through Hendon, Stamford Hill & Co., and
Securities Acquisition New York, LLC (SANY), an investment and mergers and
acquisitions firm. Mr. Sarna founded ObjectSoft Corporation, a developer and
operator of kiosks in 1990. He was the Chairman and a director of ObjectSoft
Corporation from December 1990 to April 2001; ObjectSoft Corporation filed for
bankruptcy protection in July 2001, after Mr. Sarna had left ObjectSoft, and its
assets were later acquired by SANY, which Mr. Sarna owns.. Mr. Sarna also
founded Image Business Systems Corporation (IBS) in 1988, a software company
specializing in document image. Prior to founding IBS, Mr. Sarna was formerly
Executive Vice President and a co-founder of International Systems Services
Corporation, a consulting and software company and, prior to that, he was
employed by Price Waterhouse & Co., IBM and Honeywell.
Mr. Sarna
is a co-author of PC
Magazine Windows Rapid Application Development (published
by Ziff- Davis Press in 1994), several other books and over 80 articles
published in professional magazines. Mr. Sarna is also the co-inventor of
patented software for the recognition of bar-codes and other software for the
control of kiosks. Mr. Sarna is a well-known lecturer and has appeared on
television many times, including national appearances on the Fox Network and
CNN.
Mr. Coll
has been with AmSurg Corporation, which develops, acquires and manages single
specialty ambulatory surgery centers in partnership with surgical and other
group physician practices since February 2005 as Senior Vice President,
Operations. From November 2001 until joining AmSurge, Mr. Coll served as
President and Principal of The Bottom Line Solution, a private management
consulting company. From November 1999 until October 2001, he served as Senior
Vice President, Operations for WebMD/Envoy Corporation, which primarily provides
electronic transaction processing services to the healthcare
industry.
There is
no arrangement or understanding between Mr. Sarna, Mr Coll, and any other
persons pursuant to which either Mr. Sarna or Mr. Coll was selected as a
director. At the time of this filing, Mr. Sarna has agreed to serve as the
Chairman of the Audit Committee of the Board of Directors, once such committee
is constituted. At the time of this filing, no further determination has been
made as to what, if any, committees of the Board of Directors of the Registrant
on which either Mr. Sarna or Mr. Coll shall serve. There are no relationships
between Mr. Sarna and the Registrant or Mr. Coll and the Registrant that would
require disclosure pursuant to Item 404(a) of Regulation S-K.
Item
9.01 FINANCIAL STATEMENTS AND
EXHIBITS
(c ) Exhibits
Exhibit
Number |
Description |
|
|
99.1 |
Letter
of Resignation of Henry Nouri dated April 18,
2005 |
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.
|
|
|
|
SMART
ONLINE, INC. |
|
|
|
|
By: |
/s/ Scott
Whitaker |
|
Name:
Scott Whitaker
Title:
Principal Financial Officer
Date:
April 21, 2005 |
EXHIBIT
INDEX TO CURRENT REPORT ON FORM 8-K
Exhibit
Number |
Description |
|
|
99.1 |
Letter
of Resignation of Henry Nouri dated April 18,
2005 |