Attached files
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| EX-10.1 - Lightyear Network Solutions, Inc. | v210961_ex10-1.htm |
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): February 7,
2011
LIGHTYEAR
NETWORK SOLUTIONS, INC.
(Exact
name of registrant as specified in Charter)
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Nevada
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000-32451
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91-1829866
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(State
or other jurisdiction of
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(Commission
File No.)
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(IRS
Employer Identification
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incorporation
or organization)
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No.)
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1901
Eastpoint Parkway
Louisville,
Kentucky 40223
(Address
of Principal Executive Offices)
502-244-6666
(Issuer
Telephone number)
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):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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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
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Entry
into a Material Definitive
Agreement
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On February 7, 2011, (i) Registrant’s
parent company, LY Holdings, LLC (“LYH”), a Kentucky
limited liability company; (ii) Registrant’s wholly-owned subsidiary, Lightyear
Network Solutions, LLC (“Lightyear”), a
Kentucky limited liability company; (iii) Chris Sullivan, (iv) LANJK, LLC, a
Kentucky limited liability company (“LANJK”), (v) Rice
Realty Company, LLC, a Kentucky limited liability company (“RRC”), (vi) Rigdon O.
Dees, III, (vii) CTS Equities Limited Partnership, a Nevada limited partnership
(“CTS”), and
(viii) Ron Carmicle (collectively with LANJK, RRC, CTS and Mr. Dees, the “Letter Agreement
Holders”) entered into the Second Amendment to Settlement Agreement
(“Amendment No.
2”) amending the Settlement Agreement (the “Settlement
Agreement”), dated as of April 29, 2010, as amended by the First
Amendment to Settlement Agreement dated as of August 12, 2010 and effective
April 29, 2010. Amendment No. 2 is filed as Exhibit 10.1 to this Current Report
on 8-K.
The
Settlement Agreement was filed as Exhibit 10.1 to the Registrant’s Current
Report on Form 8-K dated April 29, 2010. The First Amendment to
Settlement Agreement was filed as Exhibit 10.7 to the Registrant’s Quarterly
Report on Form 10-Q for the period ended June 30, 2010. As more fully
detailed in the previous filings, under the Settlement Agreement, Lightyear
purchased from Mr. Sullivan a promissory note (the “Sullivan Note”) made
by LYH in favor of Mr. Sullivan in the original principal amount of
$8,000,000. Under the Settlement Agreement, Lightyear agreed to pay
Mr. Sullivan $7,750,000 for the Sullivan Note, which amount equaled the amount
outstanding under the Sullivan Note on the date of the Settlement
Agreement. In consideration for the Sullivan Agreement, Lightyear
received from the Letter Agreement Holders a security interest in, and an option
to purchase, certain letter agreements between Lightyear and the Letter
Agreement Holders pursuant to which the Letter Agreement Holders receive a
portion of Lightyear’s revenues generated through VOIP and wireless
services.
Mr.
Sullivan is maker on a promissory note to Fifth Third Bank (the “Fifth Third
Note”). Neither Registrant nor Lightyear has any interest in
the Fifth Third Note except to the extent that the maturity date of the
Settlement Agreement is tied to that of the Fifth Third Note and payments made
under the Settlement Agreement are required to be, and have been, made to Fifth
Third Bank as payment on the Fifth Third Note, as directed by Mr.
Sullivan.
Under Amendment No. 2, the
parties:
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1.
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Acknowledge
the aggregate $1,500,000 in payments previously made under the Settlement
Agreement to Fifth Third Bank by Lightyear, as directed by Mr.
Sullivan;
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2.
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Acknowledge
extension of the maturity date of the Fifth Third Note to January 10,
2013;
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3.
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Modify
and extend the maturity date of the Settlement Agreement to January 10,
2013 (the “Maturity
Date”); and,
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4.
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Modify
and amend the Settlement Agreement’s payment
schedule.
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Under the
revised payment schedule, Lightyear must: (1) on February 10, 2011 and on the
first day of each calendar quarter thereafter, until and including the Maturity
Date, make payment of all accrued but unpaid interest under the Settlement
Agreement, as amended; (2) on January 10, 2012, make a payment of $1 Million to
Fifth Third Bank (as directed by Mr. Sullivan) which will constitute a principal
payment under the Settlement Agreement; and, (3) on the Maturity Date, make a
final payment of all remaining principal.
Mr.
Sullivan, Mr. Carmicle, J. Sherman Henderson III and W. Brent Rice are all
directors of the Registrant. Mr. Sullivan, Mr. Henderson,
Mr. Rice and Mr. Dees are all directors and members of LYH. Mr.
Henderson is the Registrant’s Chief Executive Officer. LANJK is managed by Mr.
Henderson and is wholly-owned by Mr. Henderson’s wife. RRC is
wholly-owned and managed by the wife and two adult children of Mr.
Rice. CTS is wholly-owned and managed by Mr.
Sullivan.
The
foregoing summary of Amendment No. 2 is subject to and qualified in its entirety
by reference to Exhibit 10.1, which is incorporated herein.
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Item 9.01.
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Financial
Statement and Exhibits.
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(d) Exhibits.
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10.1
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Second
Amendment to Settlement Agreement by and among LY Holdings, LLC, Lightyear
Network Solutions, LLC, Chris Sullivan, LANJK, LLC, Rice Realty Company,
LLC, Rigdon O. Dees III, CTS Equities Limited Partnership, and Ron
Carmicle dated as of February 7,
2011.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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LIGHTYEAR
NETWORK SOLUTIONS, INC
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Date:
February 11, 2011
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By:
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/s/ J. Sherman
Henderson III
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J. Sherman Henderson III
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Chief Executive Officer
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