UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) May 5, 2006
Netfabric Holdings, Inc.
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(Exact name of registrant as specified in its 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, NJ 07834
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code - (973) 887-2785
(Former Name or Former Address, if changed since last report)
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 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
On May 5, 2006 Jeff Robinson voluntarily resigned as the Chairman of the
Company's Board of Directors and as the Chief Executive Officer of the Company.
In order to align management with the current business focus of Information
Technology (IT) Services, the Company's Board of Directors elected Fahad Syed as
the Chairman of the Board and as the Chief Executive Officer of the Company.
Mr. Syed has been a Director of the Company since May of 2005. Mr. Syed is
an entrepreneur and co-founder of UCA Services, Inc. ("UCA") and has more than
14 years of experience in global IT and financial services. Mr. Syed was the
Managing Director of UCA Services, Inc, from June 2003 to May 2005, and he was
the Chief Executive Officer of UCA Services, Inc since its acquisition by the
Company in May of 2005. Mr. Syed is an expert in the development of best
practices in IT, channel and direct sales strategies and effective service
delivery models. Prior to that, Mr. Syed was Vice President of IT services with
UCA Computer Systems, Inc., a system integrator, from December 1998 to May 2003.
Previously, Mr. Syed held prominent positions in development and management of
Financial Products at the Housing Development Finance Corporation (HDFC), a
pioneer Housing Finance Institution in the private sector in India.
ITEM 8.01 OTHER EVENTS
On May 3, 2006 the Company's Board of Directors decided to exit from the
hardware-based Voice over Internet Protocol ("VoIP") communications product line
(including resale of transport services) that is targeted at small to mid-sized
businesses ("SMB"). Revenues from the Company's VoIP operations have been
minimal. For the year ended December 31, 2005, the Company had a loss of $3.2
million (unaudited) from its VoIP operations. The Company does not anticipate
incurring material exit cost upon its exit from VoIP operations.
Since the UCA acquisition, substantially all of the Company's revenues
have been from its IT services business which the Company will continue to
provide through its subsidiary UCA. On a pro forma basis, UCA had revenues of
$19.4 million for the year ended December 31, 2005.
Item 9.01 Financial Statements And Exhibits
(a) None
(b) None
(c) Exhibits
Exhibit 99.1 Copy of the Company's press release dated May 5, 2006
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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.
NETFABRIC HOLDINGS, INC.
Date: May 5, 2006 By:
Name: Syed Fahad
Title: Chairman and CEO
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NETFABRIC ANNOUNCES EXIT FROM VOIP BUSINESS AND
MANAGEMENT CHANGE
NETFABRIC HOLDINGS, INC.
Three Stewart Court
Denville, NJ 07834
Denville, New Jersey- May 5. NetFabric Holdings, Inc., ( OTC BB:NFBH)(NetFabric)
today announced that the Company decided to exit from the hardware-based Voice
over Internet Protocol ("VoIP") communications product line (including resale of
transport services) that is targeted at small to mid-sized businesses ("SMB").
Revenues from the Company's VoIP operations have been minimal. For the year
ended December 31, 2005, the Company had a loss of $3.2 million (unaudited) from
its VoIP operations.
Since the acquisition of UCA Services, Inc. (UCA) in May 2005,
substantially all of the Company's revenues have been from its IT services
business which the Company will continue to provide through its subsidiary UCA.
On a pro forma basis, UCA had revenues of $19.4 million for the year ended
December 31, 2005.
The Company also announced that Jeff Robinson voluntarily resigned as the
Chairman of the Company's Board of Directors and as the Chief Executive Officer
of the Company. In order to align management with the current business focus of
Information Technology (IT) Services, the Company's Board of Directors elected
Fahad Syed as the Chairman of the Board and as the Chief Executive Officer of
the Company. Fahad Syed has been a Director of the Company and the Chief
Executive Officer of UCA subsidiary since May 2005.
About NetFabric Holdings, Inc.
NetFabric Holdings, Inc., (OTC BB: NFBH - News), through its subsidiary UCA
Services, Inc. , provides IT services and solutions to a wide range of clients
in the financial industry as well as the pharmaceutical, healthcare and
hospitality sectors. The Company's broad range of services include (i) Managed
Services (ii) Professional Services (iii) IT Infrastructure & Communications
Services and Maintenance and (iv) Application Development and Maintenance.
NetFabric is based in Denville, NJ. For additional information, visit
www.netfabric.net.
Safe harbor for Forward-Looking Statements:
The foregoing contains "forward-looking statements," which are based on
management's beliefs, as well as on a number of assumptions concerning future
events and information currently available to management. Readers are cautioned
not to put undue reliance on such forward-looking statements, which are not a
guarantee of performance and are subject to a number of uncertainties and other
factors, many of which are outside NetFabric's control, that could cause actual
results to differ materially from such statements. For a more detailed
description of the factors that could cause such a difference, please see
NetFabric's filings with the Securities and Exchange Commission. NetFabric
disclaims any intention or obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
This information is presented solely to provide additional information to
further understand the results of NetFabric.
Contact:
NetFabric Holdings, Inc.
Vasan Thatham
973-887-2785 Ext 3365