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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): November 26, 2004
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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.)
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Item 1.01 Entry into a Material Definitive Agreement
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On November 26, 2004, Network-1 Security Solutions, Inc.
("Network-1") and Corey M. Horowitz entered into an Employment Agreement
pursuant to which Mr. Horowitz will continue to serve as Chairman and Chief
Executive Officer of Network-1 for a two year term (the Employment Agreement is
included as Exhibit 10.1 to this Form 8-K). In accordance with the Employment
Agreement, Mr. Horowitz will receive an annual base salary of $250,000 for the
first year and $275,000 for the second year. Mr. Horowitz was also issued
options to purchase an aggregate of 1,500,000 shares of Network-1 common stock
consisting of (i) a ten (10) year option to purchase 1,100,000 shares of common
stock at an exercise price of $.25 per share and (ii) a five (5) year option to
purchase 400,000 shares at an exercise price of $.68 per share.
Under the terms of the Employment Agreement, Mr. Horowitz shall also
receive bonus compensation in an amount equal to 5% of Network-1's royalties or
other payments received from licensing its patents. In addition, Mr. Horowitz
shall also receive bonus compensation equal to 5% of the gross proceeds from (i)
the sale of any of Network-1's patents or (ii) the merger of Network-1 with or
into another corporation or entity. The bonus compensation shall continue to be
paid to Mr. Horowitz for a period of five (5) years following the term of the
Employment Agreement with respect to licenses entered into by Network-1 with
third parties during the term of the Employment Agreement, provided, that, Mr.
Horowitz's employment has not been terminated by Network-1 "For Cause" (as
defined) or terminated by Mr. Horowitz without "Good Reason" (as defined).
Item 9.01 Financial Statements and Exhibits
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(c) Exhibits
Exhibit No. Description
10.1 Employment Agreement, dated November 26, 2004, between the
Registrant and Corey M. Horowitz.
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: December 1, 2004 By: /s/Corey M. Horowitz
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Name: Corey M. Horowitz
Title: Chairman & Chief
Executive Officer
EXHIBIT INDEX
Exhibit No. Description
10.1 Employment Agreement, dated November 26, 2004, between the
Registrant and Corey M. Horowitz.