UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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November 2, 2005
NetFabric Holdings, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21419 76-307819
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Three Stewart Court, Denville, New Jersey 07834 06804
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (973) 887-2785
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:
[ ] 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))
Item 1.02 Termination of a Material Definitive Agreement.
On October 27, 2005, NetFabric Holdings, Inc. (the "Company") entered into
a Termination Agreement with Cornell Capital Partners, LP, whereby that certain
Standby Equity Distribution Agreement, dated July 5, 2005, and the related
Registration Rights Agreement, Placement Agent Agreement and Escrow Agreement of
even date therewith were terminated.
Item 9.01. Financial Statements and Exhibits.
(a) Not applicable
(b) Not applicable
(c) Exhibits
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Exhibit Description Location
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Termination Agreement, dated as of October 27, 2005 by and between
Exhibit 99.1 the NetFabric Holdings, Inc. and Cornell Capital Partners, LP Provided herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: November 2, 2005 NetFabric Holdings, Inc
By: /s/ Jeff Robinson
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Name: Jeff Robinson
Title: Chief Executive Officer
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TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (the "Agreement") is made and entered into
effective as of October 27, 2005, by and between NETFABRIC HOLDINGS, INC., a
Delaware corporation (the "Company"), and CORNELL CAPITAL PARTNERS, LP, a
Delaware limited partnership (the "Investor").
Recitals:
WHEREAS, the Company and the Investor entered into an Standby Equity
Distribution Agreement (the "Standby Equity Distribution"); a Registration
Rights Agreement (the "Registration Rights Agreement"); an Escrow Agreement (the
"Escrow Agreement"); and a Placement Agent Agreement (the "Placement Agent
Agreement"), all of which are dated July 5, 2005 (collectively, the Standby
Equity Distribution Agreement, the Registration Rights Agreement, the Escrow
Agreement and Placement Agent Agreement are referred to as the "Transaction
Documents").
NOW, THEREFORE, in consideration of the promises and the mutual promises,
conditions and covenants contained herein and in the Transaction Documents and
other good and valuable consideration, receipt of which is hereby acknowledged,
the parties hereto agree as follows:
1. Termination. Each of the parties to this Agreement hereby terminate
the Transaction Documents and the respective rights and obligations
contained therein. As a result of this provision, none of the
parties shall have any rights or obligations under or with respect
to the Transaction Documents.
2. Structuring Fees. The Investor shall retain all structuring fees.
3. Commitment Fees. The Investor shall retain the portion of the
commitment fee consisting of Two Hundred Forty Two Thousand Eight
Hundred Fifty Seven (242,857) shares of common stock of the Company,
which shall have "piggy-back" registration rights. The Investor
shall return to the Company the stock certificate representing Four
Hundred Thirty Seven Thousand One Hundred Forty Three (437,143)
shares of the common stock of the Company within ten (10) business
days of this Agreement.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties have signed and delivered this Termination
Agreement on the date first set forth above.
NETFABRIC HOLDINGS, INC. CORNELL CAPITAL PARTNERS, LP
By: /s/ Jeff Robinson By: Yorkville Advisors, LLC
---------------------------------------- Its: General Partner
Name: Jeff Robinson
Title: Chairman and Chief Executive Officer
By: /s/ Mark A. Angelo
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Name: Mark A. Angelo
Title: Portfolio Manager