-----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, GslpJOIrDVQOKPoIhIDAHrZFYAuJUXXp3fTXmEimiro8Rga+kC3satGNWsMzj+8O UpjXrk2TAhMkBDnWLmWyjw== 0000926274-10-000084.txt : 20100914 0000926274-10-000084.hdr.sgml : 20100914 20100914165526 ACCESSION NUMBER: 0000926274-10-000084 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100301 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100914 DATE AS OF CHANGE: 20100914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: 4NET SOFTWARE INC CENTRAL INDEX KEY: 0000812149 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 112831380 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-13110-NY FILM NUMBER: 101071935 BUSINESS ADDRESS: STREET 1: 10 SOUTH STREET STREET 2: SUITE 202 CITY: RIDGEFIELD STATE: CT ZIP: 06877 BUSINESS PHONE: 203 894-9755 MAIL ADDRESS: STREET 1: 10 SOUTH STREET STREET 2: SUITE 202 CITY: RIDGEFIELD STATE: CT ZIP: 06877 FORMER COMPANY: FORMER CONFORMED NAME: 4NETWORLD COM INC DATE OF NAME CHANGE: 20000713 FORMER COMPANY: FORMER CONFORMED NAME: MEDTECH DIAGNOSTICS INC DATE OF NAME CHANGE: 19970206 8-K 1 net910-8k.txt FORM 8-K 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): March 1, 2010 Commission file number: 33-131110-NY 4net Software, Inc. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 22-1895668 - ------------------------------ ------------------ State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432 -------------------------------------------------------- (Address of Principal Executive Office) (Zip Code) (561) 362-5385 -------------------------------------------------- (Registrant's telephone number including area code) 1 North Federal Highway, Suite 201 Boca Raton, Florida 33432 --------------------------------------------------- (Former Address of Principal Executive Office) 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)) Section 8 - Other Events. Item 8.01 Other Events. On September 9, 2010, 4net Software, Inc. (the "Company") issued a press release announcing that it had signed a Letter of Intent to acquire all of the issued and outstanding capital stock of EnSA Holdings, LLC ("EnSA"), a privately-held Florida limited liability company with offices located in Fort Lauderdale, Florida. EnSA is engaged in the business of agricultural production and development in the Dominican Republic. A copy of the Company's press release is attached to this report as Exhibit 99.1. Under the terms of the Letter of Intent, the Company would acquire all of the outstanding shares of EnSA in exchange for shares of the Company pursuant to a contemplated share exchange agreement (the "Acquisition"). The Acquisition is subject to a number of conditions, including, among other things, the execution of a definitive share exchange agreement, stockholder approval, the Company effecting a reverse stock split, the completion of certain financing arrangements, and further due diligence by the parties. Additionally, pursuant to the Acquisition, the directors and officers of the Company would resign and be replaced by directors and officers designated by EnSA, with the exception that Steven N. Bronson, will continue as a director of the Company. The Company expects to close the Acquisition during the quarter ending December 31, 2010. Following the closing of the anticipated Acquisition, EnSA would be a wholly owned subsidiary of the Company, and EnSA would emerge as the surviving company with a name and ticker symbol change for the Company to follow. The Acquisition is subject to numerous risks and conditions, accordingly there can be no assurance that the Acquisition will be completed. Section 9 - Financial Statements and Exhibits Item 9.01 Financial Statements and Exhibits. (d) Exhibits. The following Exhibits are hereby filed as part of this Current Report on Form 8-K: Exhibit - ------- 99.1 Press Release, dated September 9, 2010. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, 4net Software, Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 13, 2010 4net Software, Inc. (Registrant) By: /s/ STEVEN N. BRONSON ---------------------------- Steven N. Bronson, CEO and President EX-99.1 2 ex99-1.txt EXHIBIT 99.1 Exhibit 99.1 4netSoftware, Inc. Signs Letter Of Intent to Acquire EnSA Holdings, LLC BOCA RATON, FL (Business Wire) -4netSoftware, Inc. (the "Company"), (OTC BB: FNSI), today announced that it has signed a Letter of Intent to acquire all of the issued and outstanding capital stock of EnSA Holdings, LLC ("EnSA"), a privately-held Florida limited liability company with offices located in Fort Lauderdale, FL. EnSA is engaged in the business of agricultural production and development in the Dominican Republic. Under the terms of the Letter of Intent, the Company would acquire all of the outstanding shares of EnSA in exchange for shares of the Company pursuant to a contemplated share exchange agreement (the "Acquisition"). The Company expects to close the Acquisition in the quarter ending December 31, 2010. Following the closing of the anticipated Acquisition, EnSA would be a wholly owned subsidiary of the Company, and EnSA would emerge as the surviving company with a name and ticker symbol change for the Company to follow. The Acquisition is subject to a number of conditions, including the execution of a definitive share exchange agreement, stockholder approval, the Company effecting a reverse stock split, the completion of certain financing arrangements, and further due diligence. In furtherance of the Acquisition, the directors and officers of EnSA will replace the directors and officers of the Company, with the exception that Steven N. Bronson, will continue as a director of the Company. Jonathan J. May, current President and CEO of EnSA, will continue to serve in those capacities, as the President and CEO of the Company following the Acquisition. Additionally, all of the other officers and senior management of EnSA will retain their current positions and continue to run the day-to-day operations of EnSA and the Company. Commenting on the potential Acquisition, Steven N. Bronson, President and CEO of the Company said, "I believe the transaction with EnSA will be beneficial to the shareholders of 4net Software." Mr. Bronson stated, further, that "We believe EnSA is positioned to capitalize in two very compelling market trends in food security and sustainable agriculture and possesses a seasoned management team and talented Board of Directors. EnSA is a nice match for the criteria that we have been seeking in an acquisition target in order to enhance shareholder value." Jonathan J. May, President and CEO of EnSA stated that "The Board of Directors and EnSA management has carefully weighed all aspects of this contemplated transaction and have concluded that it is an exciting opportunity for EnSA." Mr. May continued, that "as a public entity, EnSA believes it will be able to access the public market for capital to enhance the future growth of our business and we believe that the addition of Steven Bronson to the EnSA Board of Directors in the near future is also significant, because Steve's experience in the public financial markets will add an important dimension to our Board." About 4net Software, Inc. (OTC BB: FNSI), 4net Software is a publicly traded corporation that is engaged in identifying, evaluating and ultimately acquiring and/or merging with a company that will enhance 4net Software's revenues and increase shareholder value. About EnSA Holdings, LLC, http://www.ensaholdingsltd.com, which name stands for Environmentally Sustainable Agriculture, was founded in November 2009 and has developed strategic relationships with leaders of the Dominican Republic's agriculture and government sectors to develop a plan that will transform the country into a major supplier of high-quality rice and other food commodities to a variety of world markets. Coupled with a highly experienced management team and a commitment to leveraging and developing technology, EnSA expects to create a world class agriculture organization with a founding principle of improving lives through sustainable agriculture. Certain of the statements contained herein are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking statements. Forward-looking statements include, without limitation, the completion of the Acquisition on timely basis, the benefits of the Acquisition to 4net Software's shareholders, and EnSA's ability to access the public markets if the Acquisition is consummated. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. Factors that could contribute to the uncertainty of forward-looking statements include, but are not limited to, competition for acquisitions, successful integration of acquired companies, general economic factors and the ability to obtain financing. 4net Software, Inc. undertakes no obligation to update publicly any forward-looking statements. For information regarding 4net Software, Inc., please contact: Steven N. Bronson, President 4net Software, Inc. 225 N.E. Mizner Boulevard, Suite 400 Boca Raton, Florida 33432 Tel. No. (561) 362-5385 For information regarding EnSA Holdings, LLC, please contact: Jonathan J. May, President and CEO EnSA Holdings, LLC 110 East Broward Boulevard, Suite 1700 Fort Lauderdale, FL 33301 Tel. No. (954) 761-1611 -----END PRIVACY-ENHANCED MESSAGE-----