-----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, FdO2AITkzAUl5UMzEmAeLXSXuho4Sy4pc3BetdiTYkftdeZFS52LzcWIBOiGjpPM qmriCgfIqjhZG60UpAHdSA== 0001038838-05-000446.txt : 20050420 0001038838-05-000446.hdr.sgml : 20050420 20050420133515 ACCESSION NUMBER: 0001038838-05-000446 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050418 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HOMENET CORP CENTRAL INDEX KEY: 0000910639 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 330565710 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22236 FILM NUMBER: 05761456 BUSINESS ADDRESS: STREET 1: 5252 NORTH EDGEWOOD DRIVE STREET 2: SUITE 310 CITY: PROVO STATE: UT ZIP: 84604 BUSINESS PHONE: 801-502-6100 MAIL ADDRESS: STREET 1: 5252 NORTH EDGEWOOD DRIVE STREET 2: SUITE 310 CITY: PROVO STATE: UT ZIP: 84604 FORMER COMPANY: FORMER CONFORMED NAME: FARADAY FINANCIAL INC DATE OF NAME CHANGE: 19930816 8-K 1 form8k041805.txt FORM 8-K DATED APRIL 18, 2005 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 HOMENET CORPORATION ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-22236 33-0565710 - ------------------------------- ---------------- ------------------- (State or other jurisdiction of (Commission file (IRS employer incorporation) number) identification no.) 5252 North Edgewood Drive, Suite 310, Provo, Utah 84604 ------------------------------------------------- ---------- (Address of principal executive offices) (Zip code) (801) 502-6100 --------------------------------------------------- (Registrant's telephone number, including area code) 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 240.13c-4(c) This document contains a total of 4 pages. Item 1.01 Entry Into a Material Definitive Agreement On or about December 6, 2004, the Company entered into loan arrangement with two accredited lenders who lent the Company the principal amount of $1,200,000 (the "Loan"). In the event the Loan is not repaid when due, the Company is obligated to pay a one-time late charge equal to fifteen percent (15%) of the unpaid amount. In addition, all amounts due and payable on the Loan bear interest at the rate of eighteen percent (18%) per annum after default. The Loan was due and payable in full on or about April 6, 2005. The loan was guaranteed by five guarantors. On April 18, 2005, the Company and the Lenders executed an amendment to the Loan agreement, effective April 5, 2005, whereby the maturity date of the Loan was extended to May 6, 2005. In consideration for this extension, the Company agreed to pay Lenders aggregate fees of $60,000. The Company presently does not have sufficient funding to pay the amounts owing on the Loan and there can be no assurance that the Company will obtain sufficient funding to repay the amounts owing on or before the May 6, 2005 maturity date of the Loan. If the Company cannot repay the amounts owing it may be forced to substantial limit or cease operations. 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant The Company has incurred a material direct financial obligation as further described in Item 1.01. Item 9.01 Financial Statements and Exhibits a. Financial statements of businesses acquired Not applicable. b. Pro forma financial information Not applicable. c. Exhibits Number Description ------ ----------- 10.1 Amendment No. 1 To The Loan Agreement by and between the Company, Horn Irrevocable Trust and Vescovo Finance, LLC, effective April 5, 2005. 2 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. HOMENET CORPORATION Date: April 18, 2005 By /s/ Frank Gillen ------------------- Frank Gillen President 3 EX-10.1 2 ex101form8k041805.txt AMENDMENT NO. 1 TO THE LOAN AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO THE LOAN AGREEMENT THIS AMENDMENT NO. 1 TO THE LOAN AGREEMENT (the "Amendment") is made April 12, 2005, and entered into to be effective as of April 5, 2005, by and between Horn Irrevocable Trust ("Horn") dated July 1, 2002, Vescovo Finance, LLC ("Vescovo"), a Utah limited liability company, hereinafter collectively referred to as "Lender," and HomeNet Corporation, a Delaware corporation, Homenet Communications, Inc., a Washington corporation, and Home Marketing Group, Inc., a Utah corporation, hereinafter collectively referred to as "Borrower." R E C I T A L S A. The parties entered into an agreement captioned "Loan Agreement" on or about the 6th day of December, 2004 (the "Loan Agreement"). B. In connection with the Loan Agreement, the Borrower executed a Secured Promissory Note (the "Note") in the principal amount of $1,200,000, dated December 6, 2004, for the benefit of Lender. C. The Borrower has defaulted on the above referenced note but Lender has agreed to reinstate said Note, contingent upon the provisions as set forth below. D. The parties desire to amend the Loan Agreement and Note to reflect a change in the terms as set forth below. NOW, THEREFORE, the parties hereto hereby amend the Loan Agreement as follows: 1. Without amending or altering any other provision of the Loan Agreement, Section 6 of the Loan Agreement is hereby amended to read in its entirety as follows: 6. Term of Loan. The Loan shall be due and payable in full on May 6, 2005. Failure by Borrower to repay the full amount of the outstanding principal, fees and interest by said date shall be an event of default and shall entitle Lender to all remedies provided by this Agreement, in the Loan documents described in paragraph 7 below, and under applicable law. Borrower may prepay any portion of the principal at any time without penalty. 2. Without amending or altering any other provision of the Note, Section 2(a) of the Note is hereby amended to read in its entirety as follows: 2. (a) Borrower shall pay the entire outstanding balance of this Secured Promissory Note (this "Note"), including principal, accrued and unpaid interest and all other fees and charges accrued and unpaid hereunder, no later than 5:00 p.m., Utah time, on May 6, 2005 (as such payment date may be adjusted hereunder pursuant to the following subsections, the "Maturity Date"). 3. In consideration for the amendment to Section 6 of the Loan Agreement and Section 2(a) of the Note, Borrower has paid Lender the sum of $60,000 ($50,000 upon the execution of this Agreement and $10,000 upon May 6, 2005). As a result of this payment, neither the fifteen percent (15%) charge nor the accrual of interest, both as referenced in Section 5 of the Note, shall become payable until and unless payment in full of the $1,200,000 principal amount of the Note is not paid to Lender on or before the May 6, 2005 Maturity Date. 4. The Loan Agreement and the Note shall remain in full force and effect and shall remain unaltered, except to the extent specifically amended herein. 5. This Amendment may be signed in several counterparts, through the use of multiple signature pages appended to each original, and all such counterparts shall constitute one and the same instrument. Any counterpart to which is attached the signatures of all parties shall constitute an original of this Amendment. 6. This Amendment is contingent upon the execution and delivery of a Reaffirmation and Release Agreement (as provided by Lender) by all Guarantors of the Note for Borrower. IN WITNESS WHEREOF, the parties have set executed this Amendment, to be effective as of the date first above written. BORROWER LENDER HomeNet Corporation, Inc. Horn Irrevocable Trust Address: Address: 5252 North Englewood Drive, Suite 310 2520 North University Ave #50 Provo, UT 84603 Provo, Utah 84604 Phone: (801) 746-3311 Phone: Fax: (801) 746-3312 Fax: By /s/ Frank Gillen By /s/ Harrison Horn - ------------------------------------ ----------------------------- Its: President Its: Trustee BORROWER LENDER HomeNet Communications, Inc. Vescovo Finance, LLC Address: Address: 5252 North Englewood Drive, Suite 310 525 W. 880 S. Provo, UT 84603 Orem, UT 84058 Phone: (801)746-3311 Phone: (801) 224-6065 Fax: (801) 746-3312 Fax: (801) 224-4516 By /s/ Kelly Ryan By /s/ Steve A. Bishop - ------------------------------------ ----------------------------- Its: CEO Its: Manager BORROWER Home Marketing Group, a Utah corporation Address: 5252 North Englewood Drive, Suite 300 Provo, Utah 84603 Phone: (801) 746-3311 Fax: (801) 746-3312 By /s/ Dustin Macgillivray - ------------------------------------ Its: President -----END PRIVACY-ENHANCED MESSAGE-----