-----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, FiS0LFufjY9lOtsbVfBOOwVnUcgeioO/gxzBjHko+9vKnEuTb3r4G+LOI7VJt5tu S3E3pvdofFUHOFDJH3aueA== /in/edgar/work/0001019687-00-001702/0001019687-00-001702.txt : 20001129 0001019687-00-001702.hdr.sgml : 20001129 ACCESSION NUMBER: 0001019687-00-001702 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001128 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001128 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LMKI INC CENTRAL INDEX KEY: 0000949113 STANDARD INDUSTRIAL CLASSIFICATION: [4813 ] IRS NUMBER: 330662114 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-26578 FILM NUMBER: 778248 BUSINESS ADDRESS: STREET 1: 3355 MICHELSON DR STREET 2: SUITE 300 CITY: IRVINE STATE: CA ZIP: 92612 BUSINESS PHONE: 9497943000 MAIL ADDRESS: STREET 1: 1720 E GARRY STREET 2: SUITE 201 CITY: SANTA ANA STATE: CA ZIP: 92705 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK COMMUNICATIONS INC/NV DATE OF NAME CHANGE: 19990825 FORMER COMPANY: FORMER CONFORMED NAME: LANDMARK INTERNATIONAL INC DATE OF NAME CHANGE: 19950808 8-K 1 0001.txt LMKI, INC. 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: November 28, 2000 (Date of earliest event reported) LMKI, INC. (Exact name of registrant as specified in its charter) Nevada 0-26578 33-0662114 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.) 3355 Michelson Drive, Suite 300, Irvine, California 92612 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (949) 794-3000 Not applicable (Former name or former address, if changed since last report) ITEM 5. OTHER. On November 28, 2000, LMKI, Inc. (the "Company"), issued a press release announcing that, by agreement effective as of November 15, 2000, the Company repurchased more than 12,000,000 shares of common stock from William J. Kettle, former Director and Chief Executive Officer of the Company. Additionally, all of Mr. Kettle's options were cancelled. A copy of the agreement is filed as Exhibit 10.1. A copy of the press release issued in connection with the repurchase of shares from Mr. Kettle is incorporated herein by reference and attached to this Report as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits. Exhibit No. Description - ----------- ----------- 10.1 First Amendment to Severance Agreement and Release with William J. Kettle. 99.1 LMKI press release dated November 28, 2000, announcing the repurchase of shares from William J. Kettle. 2 SIGNATURE 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, thereunto duly authorized, in the City of Irvine, State of California, on November 28, 2000. LMKI, INC. By /S/ BRYAN L. TURBOW ---------------------- Bryan L. Turbow Chief Executive Officer 3 INDEX TO EXHIBITS ----------------- The following exhibits are filed with the Current Report on Form 8-K. Exhibit No. Description - ----------- ----------- 10.1 First Amendment to Severance Agreement and Release with William J. Kettle. 99.1 LMKI press release dated November 28, 2000, announcing the repurchase of shares from William J. Kettle. 4 EX-10.1 2 0002.txt FIRST AMENDMENT TO SEVERANCE AGREEMENT FIRST AMENDMENT TO SEVERANCE AGREEMENT AND RELEASE THIS FIRST AMENDMENT TO SETTLEMENT AGREEMENT AND RELEASE (this "AMENDMENT") is effective as of November 15, 2000 by and between LMKI, Inc., a Nevada corporation ("EMPLOYER"), and William Kettle ("EMPLOYEE"). R E C I T A L S A. Employer and Employee are parties to that certain Severance Agreement and Release dated effective August 8, 2000 (the "AGREEMENT") pursuant to which, among other things, Employee resigned as an officer and director of Employer, Employer agreed to make certain severance payments and Employer agreed to certain terms regarding the payment of outstanding Notes to from Employer to Employee (the "Notes"). B. Employer and Employee now desire to amend the Agreement. NOW, THEREFORE, in accordance with the foregoing recitals, and AS CONSIDERATION FOR the mutual covenants and agreements contained herein and for other good and valuable consideration the receipt and sufficiency of which hereby are acknowledged, Employer and Employee hereby agree as follows: 1. AMENDMENT TO THE AGREEMENT. The following changes, modifications, additions or deletions are hereby made to the provisions of the Agreement set forth below: (a) ACKNOWLEDGEMENT OF SEVERANCE PAYMENTS. On or about August 14, 2000, Employer paid to Employee $100,000. Employee and Employer acknowledge and agree that such payment shall be deemed and is prepayment of ten (10) months of the severance payment obligations of Employer under Section 2 of the Agreement. (b) RESTATED SECTION 3. Section 3 of the Agreement is deleted in its entirety and replaced with the following: "EMPLOYEE AND EMPLOYER HEREBY AGREE TO MODIFY AND AMEND THE PROMISSORY NOTES DATED ON VARIOUS DATES FROM MAY 20, 1999 THROUGH JULY 7, 2000, TO PROVIDE AS FOLLOWS: (a) THE PRINCIPAL AMOUNT OF THE PROMISSORY NOTE SHALL BE FIXED AND AGREED TO BE $1,727,785.00 AT NOVEMBER 15, 2000, WHICH INCLUDES ALL ACCRUED AND UNPAID INTEREST (THE "OUTSTANDING NOTE AMOUNT"); (b) THE PRINCIPAL AMOUNT OF THE PROMISSORY NOTE AND ACCRUED INTEREST THEREON SHALL BE OFFSET BY THE BALANCE DUE TO LMKI, INC. FROM SPEEDSL OF $600,000.00 WHICH REPRESENTS ALL AMOUNT DUE AS OF NOVEMBER 15, 2000 (OTHER THAN CHARGES FOR ROUTERS AND INTERNAL WIRING, IN AN AMOUNT TO BE MUTUALLY AGREED BETWEEN SPEEDSL AND LMKI); 5 (c) THE PRINCIPAL AMOUNT SHALL BE INCREASED BY THE AMOUNT OF THE PURCHASE PRICE FOR THE CONTRIBUTED SHARES (DEFINED BELOW); (d) THE PROMISSORY NOTE SHALL BEAR INTEREST AT AN ANNUAL RATE OF EIGHT PERCENT (8%) SIMPLE INTEREST FROM THE DATE HEREOF; (e) THE PRINCIPAL AMOUNT OF THE PROMISSORY NOTE AND ACCRUED INTEREST THEREON SHALL BE PAYABLE AS FOLLOWS; DATE AMOUNT ---- ------ DECEMBER 15, 2000 $125,000.00 JANUARY 15, 2001 $250,000.00 FEBRUARY 15, 2001 $250,000.00 MARCH 15, 2001 $250,000.00 APRIL 15, 2001 $250,000.00 MAY 15, 2000 $250,000.00 JUNE 15, 2000 $250,000.00 JULY 15, 2000 $250,000.00 AUGUST 15, 2001 $252,785.00 SEPTEMBER 15, 2001 ALL ACCRUED INTEREST. ALL PAYMENTS SHALL BE ALLOCATED FIRST TO THE REPAYMENT OF THE PRINCIPAL AND ACCRUED INTEREST RELATING TO THE OUTSTANDING NOTE AMOUNT, AND THEREAFTER TO THE PURCHASE PRICE FOR THE CONTRIBUTED SHARES. (f) THE PROMISSORY NOTE SHALL BE SECURED BY THE PLEDGE OF 5,000,000 SHARES OF EMPLOYER COMMON STOCK PURSUANT TO A STOCK PLEDGE AGREEMENT IN THE FORM OF EXHIBIT B HERETO; AND (e) PAYMENT OF THE PROMISSORY NOTE SHALL BE SUBORDINATED TO EMPLOYER'S PAYMENT OBLIGATIONS UNDER THE FAR EAST NATIONAL BANK LOAN DOCUMENTS. LMKI SHALL USE ITS BEST EFFORTS TO OBTAIN A WAIVER FROM FAR EAST NATIONAL BANK TO PERFORM ITS OBLIGATIONS TO EMPLOYER UNDER THIS AMENDMENT. EMPLOYER SHALL DELIVER THE AMENDED PROMISSORY NOTE PRIOR TO NOVEMBER 30, 2000." 6 (c) RESTATED SECTION 4. Section 4 of the Agreement is deleted in its entirety and replaced with the following: "SECTION 4. CONTRIBUTION OF STOCK AND OPTIONS; SECURED PROMISSORY NOTE. (a) CONTRIBUTION OF STOCK AND OPTIONS. EXCEPT THE "RETAINED SHARES" AND THE "GIFTED SHARES," EACH DEFINED BELOW, EMPLOYEE HEREBY CONTRIBUTES TO EMPLOYER FOR CANCELLATION AND TERMINATION ALL SHARES OF CAPITAL STOCK, AND ALL OPTIONS OR OTHER RIGHTS TO ACQUIRE ANY SHARES OF CAPITAL STOCK OF EMPLOYER, OWNED BY EMPLOYEE OR ANY ENTITY OWNED, CONTROLLED OR OF WHICH EMPLOYEE IS A BENEFICIAL OWNER OR NAMED BENEFICIARY CURRENTLY ESTIMATED TO BE 12,000,000 (THE "CONTRIBUTED SHARES"). EMPLOYEE SHALL BE ENTITLED TO RETAIN 2,000,000 SHARES OF COMMON STOCK (THE "RETAINED SHARES"). WITHIN FIVE DAYS AFTER EXECUTION OF THIS AMENDMENT, EMPLOYEE SHALL DELIVER ALL CERTIFICATES, AGREEMENTS OR OTHER INSTRUMENTS REPRESENTING OR EVIDENCING THE CONTRIBUTED SHARES, DULY ENDORSED FOR ASSIGNMENT OR ACCOMPANIED BY A STOCK ASSIGNMENT. IF SUCH CERTIFICATES, AGREEMENTS OR INSTRUMENTS ARE NOT DELIVERED WITHIN FIVE DAYS AFTER THE EXECUTION OF THIS AMENDMENT, THEN EMPLOYEE AGREES THAT EMPLOYER MAY CANCEL SUCH CERTIFICATES, AGREEMENTS OR INSTRUMENTS AND INSTRUCT ITS TRANSFER AGENT TO TERMINATE SUCH CERTIFICATES ON ITS BOOKS AND RECORDS. EMPLOYEE REPRESENTS AND WARRANTS THAT IT HAS ALL RIGHTS, TITLE AND INTEREST IN AND TO THE CONTRIBUTED SHARES, AND THAT NO OTHER PERSON, GROUP OR ENTITY HAS ACQUIRED ANY RIGHT, TITLE OR INTEREST THEREIN. EMPLOYEE'S SPOUSE SHALL EXECUTE A SPOUSAL CONSENT IN THE FORM ATTACHED HERETO. (b) GIFTED SHARES. NOTWITHSTANDING SUBSECTION 4(a) ABOVE, EMPLOYER SHALL BE PERMITTED TO GIFT TO SPEEDSL 971,000 SHARES OF LMKI COMMON STOCK, PROVIDED THAT SPEEDSL SHALL AGREE IN WRITING NOT TO SELL MORE THAN 5,000 SHARES ON ANY DAY. LMKI MAY TAKE REASONABLE MEASURES TO ENFORCE THE SALES LIMITATIONS AGREED TO BY SPEEDSL. (c) PURCHASE PRICE. IN CONSIDERATION OF EMPLOYEE'S CONTRIBUTION OF THE CONTRIBUTED SHARES AND AS PAYMENT IN FULL OF ALL OTHER AMOUNTS OWED TO EMPLOYEE, EMPLOYER SHALL PAY AN AGGREGATE AMOUNT OF $1,000,000, WHICH AMOUNT SHALL BE ADDED TO THE PROMISSORY NOTE. " (d) INCREASE IN ATTORNEYS FEES. Upon execution of this Amendment, LMKI shall pay to Employee $10,000.00 to reimburse Employee for legal fees incurred in connection with this Amendment. (e) ATTORNEYS FEES. In the event of any litigation or arbitration relating to or arising from this Amendment or the Severance Agreement and Release, the losing party in such litigation or arbitration shall pay the attorneys fees and costs incurred by the prevailing party. REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 7 (f) Disparaging Publications. Employer agrees that it will not publish any disparaging remarks regarding Employee and will, for a period of one year from the date hereof, use commercially reasonable efforts to cause third parties to cease publishing any disparaging remarks about Employee relating to his past position or relationship with Employer. 2. NO OTHER CHANGES. Except as expressly provided in this Amendment, the other terms and conditions of the Agreement remain the same and in full force and effect. 3. REPRESENTATION OF LMKI. In connection with the repurchase of Employee's shares of LMKI common stock and options, LMKI represents to Employee that LMKI has not made any untrue statement of any material fact, or omitted any material fact necessary to make the statements made, in light of the circumstances under which they were made, not misleading. IN WITNESS WHEREOF, Employer and Employee have executed this Amendment to be effective as of the date first written above. "EMPLOYER": "EMPLOYEE": LMKI, Inc., a Nevada corporation By: /S/ Bryan Turbow /s/ William Kettle ----------------------------------- ----------------------------------- Bryan Turbow, William Kettle CEO [SIGNATURE PAGE TO FIRST AMENDMENT TO SEVERANCE AGREEMENT AND RELEASE] 8 EX-99.1 3 0003.txt PRESS RELEASE DATED NOVEMBER 28, 2000 ----------PRESS RELEASES---------- [LMKI LOGO HERE] LMKI ANNOUNCES THE RETIREMENT OF MORE THAN TWELVE MILLION SHARES OF COMMON STOCK AND TWO MILLION UNEXERCISED OPTIONS HELD BY WILLIAM J. KETTLE PER AN AMENDMENT TO WILLIAM J. KETTLE'S SEVERANCE AGREEMENT, LMKI WILL REDUCE ITS ISSUED AND OUTSTANDING COMMON SHARES SIGNIFICANTLY IRVINE, California - NOVEMBER 28, 2000 - LMKI (OTCBB: LMKI), a single source Managed Service Provider (MSP), today announced that the Company has retired more than twelve million shares of its issued and outstanding common stock and two million unexercised options held by William J. Kettle. Under the agreement, LMKI will pay an aggregate amount of $1,000,000 for cancellation of the shares and options. The purchase price will be added to the principal of the existing promissory note owed to Mr. Kettle and will be paid during the 2001 fiscal year for immediate cancellation of the shares and options. The promissory note is secured by the pledge of 5,000,000 shares of common stock owned by Bryan L. Turbow, President and CEO, LMKI. "This transaction dramatically increases shareholder value by reducing the number shares outstanding, and by decreasing the number of shares expected to be sold in the open market. This transaction is accretive to our shareholder value, and is expected to facilitate future financing by the Company," stated Bryan L. Turbow, President and CEO, LMKI. As a result of this cancellation, Kettle will own less than 2,000,000 shares of common stock and is no longer a majority shareholder. Additionally, LMKI agreed to permit Kettle to gift 971,000 shares of LMKI common stock to SpeeDSL, provided that SpeeDSL does not sell more than 5,000 shares a day. ABOUT LMKI LMKI (OTCBB:LMKI) IS A SINGLE SOURCE MANAGED SERVICE PROVIDER (MSP) SPECIALIZING IN PRIVATE NETWORKING, BROADBAND INTERNET ACCESS, INTERNET AND INTRANET BASED WEB HOSTING, HOSTED APPLICATION SERVICES, INTELLIGENT ROUTING AND CONTENT DELIVERY SERVICES, NETWORK AND SYSTEMS MANAGEMENT, AND PROFESSIONAL SERVICES. LMKI'S EXTENSIVE EXPERIENCE IN DEPLOYING ENTERPRISE PRIVATE NETWORKING SOLUTIONS HAS RESULTED IN A PROPRIETARY TECHNOLOGY CALLED REAL PRIVATE NETWORK(TM) (RPN) (TM). OUR RPN(TM) INFRASTRUCTURE ENABLES CUSTOMERS TO OUTSOURCE ALL OF THEIR BUSINESS COMMUNICATIONS NEEDS, WHILE ENSURING THE HIGHEST LEVEL OF SECURITY AND RELIABILITY. OUR SOLUTIONS OFFER UNPARALLELED VALUE THROUGH OUR PROPRIETARY NETWORK DESIGN AND ENABLING TECHNOLOGIES, WHICH EFFICIENTLY LEVERAGE OUR PARTNERS' NETWORK CAPACITY. More information regarding lmki may be found at www.lmki.net or by sending e-mail to investor@lmki.net. For sales inquiries, send e-mail to sales@lmki.net, for agent inquiries, send e-mail to agent@lmki.net. ### 9 "SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: EXCEPT FOR HISTORICAL INFORMATION, THE MATTERS DISCUSSED IN THIS NEWS RELEASE MAY BE CONSIDERED FORWARD-LOOKING STATEMENTS COULD BE SUBJECT TO CERTAIN RISKS AND UNCERTAINTIES THAT COULD CAUSE THE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED. THESE INCLUDE UNCERTAINTIES IN THE MARKET, COMPETITION, LEGAL, SUCCESS OF MARKETING EFFORTS AND OTHER RISKS DETAILED FROM TIME TO TIME IN THE COMPANY'S SEC REPORTS. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE THE INFORMATION IN THIS RELEASE. Company Contact: LMKI, Inc. Barry Turbow/EVP Business Development (949) 794-3000 investor@lmki.net www.lmki.net 10 -----END PRIVACY-ENHANCED MESSAGE-----