-----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, CB1K1uHrWP0FuLd1/0C/BdBlp46Kjtzife7LpXdaybTZM3rE+D96Qmp95Mhar24w PeRa3PKOsb/S9Taqyxvtyg== 0001016843-97-000410.txt : 19970624 0001016843-97-000410.hdr.sgml : 19970624 ACCESSION NUMBER: 0001016843-97-000410 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970604 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970623 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL REGISTRY INC CENTRAL INDEX KEY: 0000847555 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 954346070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-20270 FILM NUMBER: 97628320 BUSINESS ADDRESS: STREET 1: 2502 ROCKY POINT DR CITY: TAMPA STATE: FL ZIP: 33716 BUSINESS PHONE: 8135733353 MAIL ADDRESS: STREET 1: 11831 30TH CT N CITY: ST. PETERSBURG STATE: FL ZIP: 33716 FORMER COMPANY: FORMER CONFORMED NAME: TOPSEARCH INC DATE OF NAME CHANGE: 19920401 8-K 1 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 or Report (Date of Earliest Event Report): June 4, 1997 THE NATIONAL REGISTRY INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) DELAWARE ---------------------------------------------- (State or Other Jurisdiction of Incorporation) 0-20270 95-4346070 ----------------------- ---------------------- Commission File Number) (I.R.S. Employer Identification Number) 2502 ROCKY POINT DRIVE TAMPA, FLORIDA 33607 ---------------------------------------- --------- (Address of Principal Executive Offices) (Zip Code) (813) 636-0099 ---------------------------------------------------- (Registrant's Telephone Number, Including Area Code) ITEM 1. CHANGE IN CONTROL OF REGISTRANT Not applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not applicable ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Not applicable. ITEM 5. OTHER EVENTS (a) LITIGATION MATTER On June 4, 1997, a complaint was served on The National Registry Inc. (the "Company") with respect to a cause of action brought by Cogent Systems, Inc. ("Cogent") in Los Angeles Superior Court (Case No. BC 172 245) (the "Suit"). The Suit asserts a claim for breach of contract and seeks compensatory damages of an unspecified amount, declaratory relief and specific performance. Cogent asserts such claim in connection with the license agreement pursuant to which it granted the Company licenses to make, use and sell products incorporating Cogent's AFIS Technology. Cogent asserts, among other things, that the Company improperly sublicensed Cogent's AFIS Technology, and that it failed to enter any commercial markets prior to April 1, 1997, as required to maintain its exclusivity under such license agreement. Accordingly, Cogent asserts that the Company does not have an exclusive right or license to use Cogent's AFIS Technology in any commercial markets and that it has the right to terminate such license agreement. The Company believes that it did enter into various commercial markets prior to April 1, 1997 and that it has an exclusive right and license to use Cogent's AFIS Technology in such markets. On June 12, 1997, representatives of the Company met with representatives of Cogent to discuss the matters raised by the Suit and the Company's related counterclaims. Furthermore, based upon the productive nature of the discussions Cogent agreed to dismiss the Suit, without prejudice. As a result of such discussions, the parties agreed to work together to attempt to resolve each others concerns in a 2 mutually beneficial manner. On June 13, 1997 the Company and Cogent entered into a letter agreement confirming this point and further providing that the parties would give each other prior written notice prior to filing any action against the other. On June 16, 1997, Cogent filed, and was granted, a Request For Dismissal of the Suit, without prejudice. The Company and Cogent are currently in discussions in an attempt to obtain a mutually-beneficial resolution of these matters. While the Company believes that such discussions are progressing in a favorable manner, there is no assurance that the parties will be able to so resolve such matters or, if able to resolve such matters, that the Company or Cogent will not file suit against the other in connection with such matters or any other matters. (b) AMENDMENT TO SERIES C CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT On June 5, 1997, the Company and Clearwater Fund IV, LLC ("Clearwater"), entered into a letter agreement (the "Letter Agreement") amending the Series C Convertible Preferred Stock Purchase Agreement, dated as of January 31, 1997, by and among the Company, Clearwater and JNC Opportunity Fund Ltd. (the "Stock Purchase Agreement"). Pursuant to the Letter Agreement, Clearwater agreed not to sell any shares of the Company's common stock issuable upon conversion of Clearwater's shares of Series C Preferred Stock or upon exercise of its warrants to acquire shares of the Company's common stock, without the Company's consent and approval, for a period of 12 months commencing June 5, 1997. In addition, pursuant to the Letter Agreement, the Company agreed to waive the Stock Purchase Agreement limitation on Clearwater owning more than 4.9% of the outstanding common stock of the Company. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS Not applicable ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable. 3 (c) Exhibits The exhibits listed on the Exhibit Index on page 6 are filed as part of this Report. ITEM 8. CHANGE IN FISCAL YEAR Not applicable. 4 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. THE NATIONAL REGISTRY INC. By: /s/ JOHN GUSTAFSON -------------------------------------------- Name: John Gustafson Title: President and Chief Executive Officer Date: June 23, 1997 5 EXHIBIT INDEX EXHIBIT PAGE NO. - ------- -------- 10 Letter Agreement, dated June 5, 1997, by and between The National Registry Inc. and Clearwater 7 Fund IV, LLC 6 EX-10 2 EXHIBIT 10 [LETTERHEAD] June 5, 1997 Mr. David E. Brogan Vice President Finance The National Registry Inc. 2502 Rocky Point Drive, Suite 100 Tampa, FL 33607 Dear David, Pursuant to the meeting of all concerned parties on May 30, 1997, this letter will confirm the following agreement between The National Registry Inc. (NRID) and Clearwater Fund IV, LLC (Clearwater): 1. Clearwater, which holds 250,000 shares of Series C Covertible Preferred Stock and warrants to purchase 285,714 shares of Common Stock of NRID, agrees not to sell, without NRID's consent and approval, any shares of NRID Common Stock received upon conversion of the Series C Preferred Stock or the exercise of the warrants for a 12 month period. However, Clearwater shall be entitled to sell any or all of its shares of Common Stock of NRID in connection with any change of control of NRID or similar event. The commencement of this holding period will occur as of June 5, 1997. 2. NRID hereby agrees to waive the 4.9% ownership limitations of the outstanding shares of NRID Common Stock set forth within the terms of the Series C Preferred Stock. If the foregoing accurately and completely sets forth the understanding of the parties, please so indicate by signing and returning a copy of this letter, whereupon it will become binding. (for and behalf of) CLEARWATER FUND IV, LLC By: /s/ HANS F. HEYE ------------------- Hans F. Heye Managing Member ACCEPTED BY: THE NATIONAL REGISTRY INC. By: /s/ DAVID E. BROGAN ------------------------ David E. Brogan Vice President - Finance -----END PRIVACY-ENHANCED MESSAGE-----