UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
NETFABRIC HOLDINGS, INC.
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(Name of Issuer)
Common Stock, par value $0.001 per share
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(Title of Class of Securities)
64111Y107
(CUSIP Number)
Netfabric Holdings, Inc.
67 Federal Road, Building A Suite 300
Brookfield, CT 06804
Attention: Jeffrey Robinson, Chairman and Chief Executive Officer
(Name, Address, and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 20, 2005
(Date of Event which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box. /_/
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 64111Y107
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fahad Syed
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF 7 SOLE VOTING POWER 4,819,231
SHARES ----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 4,819,231
REPORTING ----------------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,819,231
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12 CHECK IF THE AGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7%
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14 TYPE OF REPORTING PERSON
IND
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ITEM 1. SECURITY AND ISSUER.
This Schedule 13D, dated June 24, 2005, of Netfabric Holdings, Inc., a Delaware
corporation (the "Issuer"), is filed to reflect the information required
pursuant to Rule 13d-2 of the Securities and Exchange Act of 1934, as amended
(the "Act"), relating to common shares, $0.001 par value per share (the "Common
Stock") of the Issuer. The Issuer's principal executive office is 67 Federal
Road, Building A, Suite 300, Brookfield, CT 06804.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is being filed on behalf of Mr. Fahad Syed.
(b) The business address of Fahad Syed is UCA Computer Systems, 3 Stewart
Court, Denville, NJ 07834.
(c) Fahad Syed's principal occupation is the Manager Director of UCA
Services, Inc.
(d)-(e) During the last five years Fahad Syed has not (i) been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors); or
(ii) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction where as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to federal or state securities laws or finding
any violation with respect to such laws.
(f) Fahad Syed is a U.S. citizen.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On May 20, 2005, the Issuer entered into a Share Exchange Agreement
(the "Share Exchange Agreement") with Fahad Syed, Faisal Syed and Mohd Asif, the
shareholders of UCA Services, Inc., identified therein (collectively, the
"Shareholders"), pursuant to which the Shareholders exchanged all of the issued
and outstanding shares of capital stock of Services (the "Services Stock") for
an aggregate of 24,096,154 shares of the Issuer's Common Stock.
The Issuer, UCA Services, Inc. ("UCA Services") and the Shareholders
entered into a side letter agreement (the "Side Letter Agreement"), dated as of
May 20, 2005 as a part of the Share Exchange Agreement. Pursuant to the Side
Letter Agreement, Fahad Syed has been appointed as a director on the board of
directors the Issuer (the "Board"). The Side Letter Agreement also provides that
the Shareholders together will have the right to appoint one director of the
Board and the Shareholders, together with NetFabric, shall together appoint one
or more directors of the Board.
In connection with the transactions consummated by the Share Exchange
Agreement, Fahad Syed received his 4,819,231 shares of the Issuer's Common
Stock.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Syed has no present intention to engage or cause the Issuer to
engage in any transactions or activities specified in paragraphs (a) through (j)
of this Item 4. Mr. Syed acquired the securities of the Company for general
investment purposes. Mr. Syed is not a party to any agreements to acquire any
additional securities at this time. Notwithstanding the foregoing, Mr. Syed
retains the right to change his investment intent, to propose one or more
possible transactions to the Issuer's Board of Directors, to acquire additional
securities from time to time or to sell or otherwise dispose of all or part of
the securities beneficially owned by him in any manner permitted by law. In
addition to having the right to elect members to the Issuer's Board of
Directors, Mr. Syed serves as a Board member of the Issuer, and therefore has
the ability to manage and direct the affairs of the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date of this report, Mr. Syed, beneficially owns an aggregate of
4,819,231 shares of Common Stock, which represents 7% of the Issuer's Common
Stock.
(b) As of the date of this report, Mr. Syed has sole power to vote or direct the
voting of, or dispose or direct the disposition of 4,819,231 shares of the
Issuer's Common Stock.
(c) Mr. Syed has not effected any transactions in the class of securities
described in the past 60 days.
(d) Not applicable.
(e) Mr. Syed remains the beneficial owner of more than 5% of the class of
securities described herein.
ITEM 6. CONTRACTS, AGREEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Side Letter Agreement by and among Netfabric Holdings, Inc. UCA
Services, Inc. and the shareholders of UCA Services, Inc., dated May 20,
2005.
S I G N A T U R E
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Date: June 24, 2005
/s/ Fahad Syed
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Fahad Syed
INDEX TO EXHIBITS
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Exhibit Description
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Exhibit 1 Side Letter Agreement by and among Netfabric Holdings, Inc. UCA
Services, Inc. and the shareholders of UCA Services, Inc., dated
May 20, 2005.
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Exhibit 1
June 3, 2005
Jeff Robinson
Chairman and Chief Executive Officer
645 Madison Avenue
12th Floor
New York, New York 10022
RE: UCA SERVICES, INC. TO NETFABRIC HOLDINGS, INC.
SIDE LETTER AGREEMENT
This letter agreement is being entered into in connection with the
Share Exchange Agreement, dated as of May 20, 2005, by and among NetFabric
Holdings, Inc. ("NetFabric"), a Delaware corporation, UCA Services, Inc.
("Services"), a New Jersey corporation, and all of the shareholders of Services
identified thereto (the "Share Exchange Agreement"). This letter agreement shall
constitute a part of the Share Exchange Agreement. In conjunction with the Share
Exchange Agreement, NetFabric and Services have come to the following agreement
with respect to the appointment of Directors to the Board of Directors of
NetFabric: (i) Fahad Syed, as the Managing Director of Services, will be
appointed to the Board of Directors of NetFabric; (ii) Faisal Syed, Mohd Asif
and Fahad Syed, the former shareholders of Services (the "Selling Services
Shareholders"), shall have the right to appoint one (1) member of the Board of
Directors of NetFabric; (iii) NetFabric shall have the right to appoint three
(3) members to the Board of Directors of NetFabric; and (iv) the Selling
Services Shareholders and NetFabric shall together appoint one (1) or more
members, as determined by the mutual agreement of the parties, to the Board of
Directors of NetFabric.
ACKNOWLEDGED AND AGREED
NETFABRIC HOLDINGS, INC.
By:/s/ Jeff Robinson /s/ Faisal Syed
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Name: Jeff Robinson FAISAL SYED
Title: Chairman and Chief Executive Officer
/s/ Mohd Asif /s/ Fahad Syed
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MOHD ASIF FAHAD SYED