sec document
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): April 13, 2006
New Century Equity Holdings Corp.
--------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-28536 74-2781950
--------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
300 Crescent Court, Suite 1110, Dallas, Texas 75201
--------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (214) 661-7488
--------------
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 8.01. OTHER EVENTS.
On April 13, 2006, the Issuer announced that it reached an agreement
with all of the parties to the lawsuit filed by Craig Davis (the "Lawsuit") to
settle the Lawsuit and all claims relating thereto. The principal terms of the
settlement (the "Settlement") include, but are not limited to, the following:
(a) the Issuer's insurance carrier will contribute to a settlement fund (the
"Settlement Fund") in connection with the Settlement and also reimburse the
Issuer for certain legal and professional fees, which will also be contributed
to the Settlement Fund, (b) Parris H. Holmes, Jr., the former Chief Executive
Officer and a former director of the Issuer will contribute $150,000 to the
Settlement Fund, (c) Counsel for the plaintiff in the Lawsuit has requested
payment of $935,000 for fees and expenses relating to the Lawsuit from the
Settlement Fund and the defendants in the Lawsuit have agreed not to object to
the award of such fees and expenses, (d) the balance in the Settlement Fund
after payment of legal fees to counsel for the plaintiff is estimated to be
approximately $2.26 million, which amount will be distributed to stockholders of
the Issuer after the final approval of the Settlement by the Delaware Chancery
Court. A record date will be established following approval of the Settlement by
the Delaware Chancery Court. Stockholders of the Issuer as of the record date
will be entitled to participate in the distribution from the Settlement Fund,
however, the former directors of the Issuer who were parties to the Settlement
will not be entitled to receive any distributions from the Settlement Fund.
Approval of the Settlement by the Delaware Chancery Court is expected to take
two to four months.
Through March 31, 2006, the Issuer had incurred approximately $1.6
million in legal and professional fees in connection with the Lawsuit in excess
of the $500,000 retention provided for under the Issuer's insurance policy. The
Issuer plans to vigorously pursue reimbursement for the legal and professional
fees which the Issuer's insurance carrier has not yet agreed to reimburse.
A copy of the press release announcing the Settlement is attached as an
exhibit hereto.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit Number Description
-------------- -----------
99.1 Press Release, dated April 13, 2006.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this current report to be signed on its behalf by
the undersigned hereunto duly authorized.
NEW CENTURY EQUITY HOLDINGS CORP.
Date: April 18, 2006 By: /s/ John P. Murray
--------------------------------
Name: John P. Murray
Title: Chief Financial Officer