UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): December 18, 2008
Network-1
Security Solutions, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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1-14896
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11-3027591
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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445
Park Avenue, Suite 1028, New York,
New York 10022
(Address
of principal executive offices)
Registrant’s
telephone number, including area code: (212) 829-5700
(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 1.01 Entry
into a Material Definitive Agreement
On
December 18, 2008, the Registrant and David C. Kahn entered into an agreement
(the “Agreement”) pursuant to which Mr. Kahn agreed to continue to serve as
Chief Financial Officer of the Registrant through December 31,
2010. In consideration for his services, Mr. Kahn will be compensated
at the rate of $7,292 per month for the period through December 31, 2009
and $7,657 per month for the year ended December 31, 2010. Mr.
Kahn was also issued a five year option (the “Option”) to purchase 100,000
shares of the Registrant’s common stock at an exercise price of $0.54 per
share. The option vested 40,000 shares on the date of grant and the
balance of 60,000 shares will vest on a quarterly basis in equal amounts of
7,500 shares beginning March 31, 2009 through December 31,
2010. Upon a “Change in Control” (as defined) all of the unvested
shares underlying the Option shall become 100% vested and immediately
exercisable. The Agreement further provides that the Registrant may
terminate the Agreement at any time for any reason. In the event Mr.
Kahn’s employment is terminated without “Good Cause” (as defined), he will be
entitled to accelerated vesting of all unvested shares underlying the Option and
the lesser of (i) six months base monthly compensation or (ii) the remaining
balance of the monthly compensation payable through December 31,
2010.
Item
9.01 Financial Statements and Exhibits
(c) Exhibits
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Exhibit
No.
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Description |
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10.1
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Agreement,
dated December 18, 2008, between the Registrant and David C.
Kahn.
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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.
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NETWORK-1
SECURITY SOLUTIONS, INC. |
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Dated: December 19,
2008
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By:
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/s/ David
Kahn |
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Name: David
Kahn |
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Title: Chief
Financial Officer
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