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) August 31, 2009 (August 24,
2009)
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NetFabric Holdings, Inc.
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(Exact Name of Registrant as
Specified in Charter)
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Delaware
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0-21419
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76-0307819
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(State or Other
Jurisdiction
of
Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification
No.)
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299 Cherry Hill Road,
Parsippany, NJ
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07054
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(Address of Principal
Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (973)
537-0077
(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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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| Item 1.01. | Entry into a Material Definitive Agreement. |
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On
August 24, 2009, NetFabric Holdings, Inc. (the “Company”), along with its
wholly-owned subsidiary, NetFabric Technologies, Inc., d/b/a UCA Services,
Inc. (“UCA”) and Fortify Infrastructure Services, Inc. (“Fortify) entered
into Amendment No. 1 (“Amendment”) to the
Option and Purchase Agreement (“Option Agreement”) in
connection with the closing of Fortify’s purchase of all of the
outstanding capital stock of UCA upon exercise of its option granted under
the Option Agreement. Pursuant to the Amendment, among other things, the Secured
Convertible Promissory Note in the principal amount of $5 million issued
by UCA to Fortify was cancelled, releases of certain obligations of the
parties were granted as specified in the Amendment , and the commencement
date and measurement period for the earn-out and bonuses provided for in
the Option Agreement were modified.
The holders of a
majority of the Company’s outstanding common stock had previously approved
the terms of the Option Agreement by a written consent as detailed in the
Company’s Definitive Schedule 14 C Information Statement filed with the
Securities and Exchange Commission (the “SEC”) on July 9,
2009.
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Item
2.01.
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Completion
of Acquisition or Disposition of Assets
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| See Item 1.01. | |
| Item 3.02. | Unregistered Sales of Equity Securities. |
| See Item 1.01. | |
| Item 9.01. | Financial Statements and Exhibits. |
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None
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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.
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NETFABRIC
HOLDINGS, INC.
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Date: August
31, 2009
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By:
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/s/ Fahad Syed | |
| Name: Fahad Syed | |||
| Title: Chairman and CEO | |||