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) September 22, 2005
NETWORK INSTALLATION CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-25499 88-0390360
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
5625 Arville St., Suite E
Las Vegas, Nevada 89118
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(Address of principal executive offices) (Zip Code)
(702) 889-8777
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(Registrant's telephone number, including area code)
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] 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))
Information to be Included in the Report
Item 5.01 Change in Control of Registrant
The Registrant's principal stockholder, James Michael Kelley ("Kelley"),
entered into a Loan Agreement with Nottingham Mayport, LLC, an Arizona limited
liability company ("lender") on September 22, 2005 (the "loan agreement"). To
secure his obligations under the loan agreement, Kelley pledged, among other
personal assets, an aggregate of approximately 14 million shares of the
Registrant's common stock (the "pledged shares"). The pledged shares represent
approximately 47% of the economic and voting interests in the Registrant. The
loan agreement contains customary default provisions. If an event of a default
would have occurred under the loan agreement and the lender were to foreclose on
those shares, the lender could have been deemed the beneficial owner of shares
of the Registrant's common stock held by Kelley which could have resulted in a
change of control event.
Effective June 22, 2006, Kelley and the lender executed an amendment to the
loan agreement and the related security agreements. The Registrant has been
advised that, under the terms of the amended loan agreement, the lender has
released its lien on the pledged shares, and the pledged shares no longer
constitute collateral securing Kelley's obligations under the amended loan
agreement. As a result of the amendment, the risk of a change of control event
has terminated.
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.
NETWORK INSTALLATION CORP.
JEFFREY R. HULTMAN
Jeffrey R. Hultman
President & Chief Executive Officer
June 23, 2006