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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 8, 2005
IMPROVENET, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-29927 77-0452868
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10799 N. 90th Street, Suite 200
Scottsdale, Arizona 85260
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 480-346-0000
Not applicable
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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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Effective April 8, 2005, the Board of Directors of eTechLogix, Inc. ("Etech"), a
wholly owned subsidiary of ImproveNet, Inc. (the "Company"), approved an
agreement with 20-20 Technologies International, Inc. (`2020") for the sale of
the intangible assets and certain property and assets of Etech, including its
SmartFusion software line and contracts and service and support agreements
relative thereto which are held by Etech along with the obligation to provide
some limited knowledge transfer services to 2020 for the software (the "Purchase
Agreement"). Etech is to receive a cash payment at the closing of the Purchase
Agreement along with a percentage of the gross revenue generated from sales of
the SmartFusion software line and recurring licensing revenue through October
31, 2007 from existing customers and new customers, not to exceed an aggregate
amount as set forth in the Purchase Agreement. In addition, eTechLogix Systems
Bangladesh Ltd. ("Bangladesh"), a company beneficially owned by two of the
Company's directors, will cause (i) the transfer of the office lease with
Bangladesh to be assigned or transferred to 2020 or a Bangladesh company newly
formed by 2020, and (ii) the employees to resign from Bangladesh and to offer to
become employed by 2020 or a Bangladesh company newly formed by 2020 upon
substantially similar terms and conditions. 2020 is not assuming any liabilities
of Etech or Bangladesh under the Purchase Agreement. As the sole shareholder of
Etech, the Company has also approved the sale. The Company and 2020 currently
have a cross-marketing agreement for the marketing of the Company's services to
designated customers of 2020. The closing of the transactions contemplated by
the Purchase Agreement is scheduled on the day that all conditions pertaining to
the transfer in favor of 2020, and all of the assets of Bangladesh to 2020 or a
Bangladesh company newly formed by 2020 are satisfied.
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.
ImproveNet, Inc.
Date: April 14, 2005
By: /s/ Jeffrey Rassas
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Name: Jeffrey Rassas
Title: Chief Executive Officer
END OF FILING