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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
Date of Report (Date of earliest event reported): March 27, 2006
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Network-1 Security Solutions, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-14896 11-3027591
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
445 Park Avenue, Suite 1028, New York, New York 10022
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(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 829-5700
N/A
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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))
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ITEM 8.01 OTHER EVENTS
On March 27, 2006, the Company issued a press release announcing that it
had received $1.5 million from the exercise of 1,352,152 common stock purchase
warrants that expired on March 22, 2006. The warrants were originally issued in
December 1999 as part of a private financing and were each exercisable for one
share of the Company's common stock at exercise prices ranging from $1.00 to
$1.11 per share. The text of the Company's press release is furnished as Exhibit
99.1 and is incorporated herein by reference.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On March 29, 2006, the Company entered into an amendment to its Employment
Agreement with Corey M. Horowitz, Chairman and Chief Executive Officer, pursuant
to which the anti-dilution protection offered Mr. Horowitz was extended until
November 26, 2006. The amendment provides that if the Company completes an
equity financing (including securities exercisable or convertible into equity)
at anytime prior to November 26, 2006, Mr. Horowitz shall be issued options by
the Company to purchase such number shares of common stock so that he maintains
the same derivative ownership percentage (as defined in the employment
agreement) that he owned as of November 2004 (at the time of execution of the
employment agreement); provided; that, such anti-dilution protection shall be
provided to Mr. Horowitz up to a maximum future Company financing of $2.5
million. The text of the amendment is filed as Exhibit 10.1 hereof.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibit Number Description
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10.1 Letter Agreement, dated March 29, 2006, between the
Company and Corey M. Horowitz.
99.1 Press Release, dated March 27, 2006
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SIGNATURE
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.
NETWORK-1 SECURITY SOLUTIONS, INC.
Dated: March 31, 2006 By: /s/ David Kahn
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Name: David Kahn
Title: Chief Financial Officer
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