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) February 7, 2007
NetFabric Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-21419 76-0307819
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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
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(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 7.01. Regulation FD Disclosure.
Representatives of NetFabric Holdings, Inc. (the "Company') will use
materials attached hereto as Exhibit 99.1 in investors' presentations from time
to time. The Company has also posted the presentation materials on its website
at www.netfabric.net.
The Information contained in this report on Form 8-K, including Exhibit
99.1, shall not be deemed "filed" with the Securities and Exchange Commission.
Refer to page 2 of Exhibit 99.1 for a discussion of certain
forward-looking statements included in the presentation materials. These
"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.
Item 9.01. Financial Statements And Exhibits
(d) Exhibits
Exhibit Number Description
99.1 Presentation materials for investor presentation
by NetFabric Holdings, Inc.
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: February 7, 2007 By: /s/ Fahad Syed
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Name: Fahad Syed
Title: Chairman and CEO
EXHIBIT INDEX
Exhibit Number Description
99.1 Presentation materials for investor presentation by
NetFabric Holdings, Inc.
NetFabric Holdings
Investor Presentation
February, 2007
Safe Harbor Statement
Certain statements made in this presentation
are “forward looking statements” with the
meaning of the Private Securities Litigation
Reform Act of 1995. Because forward looking
statements involve risks and uncertainties,
there are important factors that could cause
actual results to differ materially from those
expressed or implied by these forward looking
statements. Although we believe that
expectations reflected
in the forward looking
statements are reasonable, we cannot
guarantee future results, performance or
achievements. Moreover, neither we nor any
other person assumes responsibility for the
accuracy or completeness of these forward
looking
statements. We are under no duty to
update any forward looking statements to
conform such statements to actual results.
2
Company Overview
Provide niche technology services to enterprise clients
“Who’s who” of customers today from the Fortune 100 with
a high degree of recurring business
Primarily focused on large financial institutions, with
growing business in pharmaceutical and hospitality verticals
Historically organic growth of better than 26% average over
the last 3 years
Focus on relatively smaller contracts with enterprise clients
3
Key Facts
$17,600,000
Revenue (12/31/06)(unaudited)
75,023,883
Shares Outstanding (01/31/07)
71%
Insider Ownership
Goldstein Golub Kessler
December 31st
120
$3,179,000
5,000
$10,503,344
$0.14 || $0.06 – 0.95
Denville, NJ
NFBH
Accounting Firm
Fiscal Year
Full-time Employees
Debt (01/31/07)
Volume (daily 90-day average)
Market Capitalization
Stock Price (02/01/07) || 52-Week Range
Corporate Headquarters
Symbol
4
Management Team and Board
Fahad Syed
Chairman and CEO
Vasan Thatham
Secretary and CFO
Charlotte Denenberg
Director
Joe Perno
Director
5
Our Organization
Employees:
120 full time
140 consultants
Offices:
Denville, NJ (headquarters)
St. Louis, MO
Pune, India
6
Components of Current Business
Managed Services
Data Center management and outsourcing.
Enterprise financial institutions
Help Desk design and operation.
Mid to enterprise level clients
Network management.
Mid to enterprise level clients
Professional Services
IT professional services to Fortune 500 companies
Infrastructure Build and Maintenance
Network and Desk side upgrades & migrations
Multi site deployments
Relocated data center from multiple US and
Australian locations
Global financial client
Built and relocated data centers
Enterprise level financial firms
Implemented solutions in FDA validated
environments
Global pharmaceutical firms
Application Development
Website Development (Global HR site for enterprise
financial firm)
Web based services (loans analysis module for
mortgage companies)
Recoding of key proprietary applications (property
management for hospitality vertical)
Onshore and offshore mixed delivery model.
7
Enterprise Customer Segments
Financial Services
15 customers
Pharmaceutical & Healthcare
5 customers
Public Sector
3 customers
Hospitality, Media & others
11 customers
Manufacturing & Automotive
4 customers
8
Competition & Differentiators
Competition
Enterprise Level Service Providers: IBM Global Services, EDS, Infosys,
Cognizant
Our Differentiators
Average contract size (<$5M) is smaller than other providers
Big enough to service enterprise customers, however small enough to
give due attention
Flexible offerings, in process change in scope accommodated
Extremely responsive, quick turnaround & attention to detail
Focus on niche high value offerings, refrain from low margin
commodity services typically fought for by large service providers
Focus on infrastructure oriented managed services long term contracts
9
Client A – Global Financial Services Firm
Initial engagement: Professional Services
Current engagements:
- Professional Services
- Data Center Operations Management, Rack, Stack & Cabling, Audit Services
- Application Development & Maintenance
- IBM Mid-range Server & UNIX Support
- Configuration Center & Warehouse Services
- Inventory Management & Asset Disposal
Initial engagement: Data Center Outsourcing
Current engagements:
- Data Center Operations Management
- Professional Services
Client B – Global Bank
10
Client C – Global Bank
Initial engagement: Data Center Outsourcing
Current engagements:
- Data Center Operations Management
- Professional Services
- Data Center Moves
- Web Development
Initial engagement: Application Maintenance
Current engagements:
- Application Design and Maintenance
- Professional Services
- Infrastructure Design and Implementation
- Database Migration
Client D – Hospitality Provider
11
Growth Strategy
Organic
Existing Enterprise Customers
Extend new product offerings
Scale up existing product lines
Embrace vertical focused software products for financial
segment
Collaborate with OEM’s to penetrate SMB markets
Acquire new enterprise accounts
NetFabric reduced SG&A expenses in late 2006 which will
drop to operating income in 2007
12
Growth Strategy
Inorganic
Acquire BPO & KPO companies
Platform acquisition with 10-20% EBITDA
BPO/KPO examples:, Order & Claims Processing, Customer
Service, Telemarketing, Accounts & HR Back Office, Lead
Generation, Credit Card Collections
Acquire IT and complimentary services companies
Around $20M in revenue and better then $2M in EBITDA
Scale current operations, improve margins and broaden customer
base
Increase business valuation with emerging software product
technologies targeted towards the financial sector
e.g. RFID software for asset management
Executed an LOI, December 2006, to acquire assets of HDN
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BPO & KPO Explained
Business Process Outsourcing
(BPO) and Knowledge Process
Outsourcing (KPO) are high
growth sectors enjoying 50%+
annual
growth with healthy
margins (EBITDA ~20%)
Strong Indian ties and excellent
understanding of the business
practices there provide us with
the right foundations for success.
Markets are allocating high
multiples to other companies in
this space e.g. EXLS
14
Target Company Overview
Help Desk Now
Founded in April 2000
HQ: Greensboro, NC
FY 2006 revenue : $11M (unaudited)
Operations: Canada
Grand Falls Windsor, Newfoundland
290 seat capacity
Stephenville, Newfoundland
50 seat capacity
Miramichi, New Brunswick
300 seat capacity
15
HDN - Markets
Computing / Technology
Consumer Product Support
Telecommunications
E-Commerce
Financial Services
Healthcare & Insurance
Logistics
16
HDN - Technology
Hosted IVR
Call routing, data lookup & credit card verification
Quality Assurance
E-Talk with pre-scheduling & remote access
Workforce Management
IEX 3.0
Reporting
Perimeter for ACD, Workforce Management Reports
17
HDN – Telecom Infrastructure
Voice
Centrex
ACD voice queuing
Perimeter Reporting
PBX
VoIP with Softphones
LAN Voice over Frame Relay
Data
Via Internet using SSL, VPN connections
Site to Site secure connections
18
HDN Service Capabilities
19
NetFabric & HDN Synergies
Strategic move to extend outsourced offerings
NetFabric knowledgebase and HDN physical
assets & processes, add ability to provide high
value niche outsourced IT services
Adds 3 near shore contact centers enabling cross
sell to existing NetFabric Fortune 100 customers
Extends HDN ability to offer offshore services at
NetFabric Pune, India location
20
Capitalization Table
(01/31/2007)
21
Investment Summary
Consistent high growth, in competitive markets, is
testimony to the teams ability to execute
“Who’s who” of customers today from the Fortune 100
with a high degree of recurring business
High customer and employee retention rate
Rapid growth in the top and bottom line through the
incorporation of new, emerging technologies in high
margin products and services
Management focus will be on growing company’s
profitability by progressive movement into higher margin
service areas
22