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): November 29, 2004
NEW VISUAL CORPORATION
(Exact name of registrant as specified in its charter)
0-21875
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(Commission File Number)
Utah 95-4545704
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(State or other jurisdiction (IRS Employer
of incorporation) Identification No.)
5920 Friars Road, Suite 104, San Diego, California 92108
(Address of principal executive offices, including Zip Code)
(619) 692-0333
(Registrant's telephone number, including area code)
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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))
Item 1.01 Entry into a Material Definitive Agreement
New Visual Corporation (the "Company") and Adaptive Networks, Inc.
("ANI") have, as of November 26, 2004, amended and restated their Development
and License Agreement, dated as of April 17, 2002 (as so amended and restated
the "Amended Agreement"). Under the Amended Agreement, the Company has accepted
from ANI final delivery of the source code, the intellectual property rights
related thereto and other materials related to certain technologies that were to
be developed by ANI. Under the original Development and License Agreement
entered into by the Company and ANI as of April 17, 2002, the Company acquired a
worldwide, perpetual license to ANI's Powerstream technology, which provides the
core technology for the Company's semiconductor technologies. The Company
contemplates that HelloSoft, Inc. ("HelloSoft"), an independent software
developer based in California, will provide certain development work necessary
to the completion of the semiconductor chipset. The Company and HelloSoft are
parties to a Services Agreement, dated as of March 31, 2004, under which
HelloSoft provides continuing development services relating to the Company's
semiconductor chipset. The Company disclosed in a current report on Form 8-K
that was filed on October 15, 2004 the details of its agreement with HelloSoft.
Under the Amended Agreement, the Company and ANI's joint ownership rights will
continue with respect to any improvements, developments, discoveries or other
inventions that are developed under the agreement with HelloSoft.
In addition, under the Amended Agreement, ANI has agreed that the first
$5 million of royalties payable by the Company to ANI thereunder from proceeds
of the sale or license of the semiconductor technologies are to be offset by a
credit in the same amount.
Other than as described above, there is no material relationship
between the Company and ANI or HelloSoft and any of their respective affiliates,
officers or directors.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements.
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits:
None.
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.
Dated: December 3, 2004 NEW VISUAL CORPORATION
By: /s/ Brad Ketch
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Brad Ketch
President and Chief Executive
Officer