8-K 1 cat58k.txt 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): January 18, 2002 (January 14, 2002) CATEGORY 5 TECHNOLOGIES, INC. ----------------------------- (Exact Name of Registrant as Specified in Charter) Nevada 0-25463 88-0367792 ----------------------------- ---------------- --------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 4505 South Wasatch Boulevard, Suite 370, Salt Lake City, Utah 84124 ------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (801) 424-2999 -------------- ITEM 5. OTHER EVENTS On January 14, 2002, Netgateway, Inc. ("Netgateway"), Category 5 Technologies, Inc. ("Category 5"), and C5T Acquisition Corp. entered into a Termination and Release Agreement that terminates the Agreement and Plan of Merger (the "Merger Agreement") entered into by the parties on October 23, 2001. Under the terms of the Termination Agreement, Netgateway is required to pay Category 5 an expense reimbursement fee of $260,630.87 (the "Expense Reimbursement Fee"), which shall be paid to Category 5 in various monthly installments of at least $20,000. Attached as Exhibits and incorporated by reference in their entirety as Exhibits 2.1 and 99.1, respectively, are copies of the Termination and Release Agreement and a joint press release issued by Category 5 and Netgateway announcing the execution of the Termination and Release Agreement. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) Exhibits: The following exhibits required to be attached hereto by Item 601 of Regulation S-K are incorporated herein by this reference: Exhibit Number Description ------ ----------- 2.1 Termination and Release Agreement dated as of January 14, 2002, by and between Category 5 Technologies, Inc., Netgateway, Inc., and C5T Acquisition Corp. 99.1 Joint Press Release, dated January 15, 2002, issued by Category 5 Technologies, Inc. and Netgateway, Inc. 2 SIGNATURE 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. CATEGORY 5 TECHNOLOGIES, INC. Date: January 18, 2002 /s/ William C. Gibbs ----------------------- William C. Gibbs Chief Executive Officer 3 EXHIBIT INDEX Exhibit Number Description ------- ----------- 2.1 Termination and Release Agreement dated as of January 14, 2002, by and between Category 5 Technologies, Inc., Netgateway, Inc., and C5T Acquisition Corp. 99.1 Joint Press Release, dated January 15, 2002, issued by Category 5 Technologies, Inc. and Netgateway, Inc.

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Item 4. Change in Registrant's Certifying Accountant

Effective August 7, 2001 the Company engaged Tanner + Co. as the Company's independent public auditors, replacing its former auditor, David T. Thomson, P.C. The prior accountant's report of October 4, 2000 on the financial statements of the Company for the years ended June 30, 2000 and 1999, was not qualified or modified in any manner (other than a going concern qualification) and contained no disclaimer of opinion or adverse opinion. There were no disagreements with David T. Thomson, P.C. on any matter of accounting principle or practice, financial disclosure or auditing scope or procedure as related to the Company's financial statements. (See letter from prior accountants attached as Exhibit A.)

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.

Category 5 Technologies, Inc.

Mitchell L. Edwards

*Print name and title of the signing officer under his signature.

August 7, 2001

Securities and Exchange Commission Washington, DC 20549

Re: Category 5 Technologies, Inc. (Formerly Network Investor Communications, Inc.)

Dear Sirs,

I have reviewed Item 4 - Change in registrant's principal certifying accountant, of the Form 8-K report, dated August 7, 2001. I am in agreement with the statements presented therein so far as such statements pertain to David T. Thomson, P.C.

Sincerely,

/s/ David T. Thomson, P.C.

David T. Thomson, P.C.

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