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Report of unscheduled material events or corporate changes.

8-K

                       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): July 14, 2004



                            PROVO INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)


         Delaware                   001-15673                    13-3950283
(State or other jurisdiction of    (Commission                (I.R.S. Employer
       incorporation)              File Number)              Identification No.)



           One Blue Hill Plaza, Pearl River, New York          10965
            (Address of principal executive offices)         (Zip Code)


Registrant's telephone number, including area code:     (845) 623-8553







Item 5.  Other Information

     On July 14, 2004, the Company entered into an agreement with certain of its
noteholders whereby the noteholders agreed, subject to certain pre-conditions,
to release their security interest in certain assets of the Company. The full
text of the agreement is set forth as an Exhibit to this Form 8K.



Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)-(b)  Not Applicable

(c) Exhibits.

10.51 Addendum dated July 14, 2004 between Provo International Inc. and Alpha
               Capital Aktiengesellschaft, Stonestreet Limited Partnership,
               Congregation Mishkan Sholom Incorporated and Lucrative
               Investments.




                                    SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.


                                         PROVO INTERNATIONAL, INC.
                                         (Registrant)

Dated: July 21, 2004                     By: /s/ Ventura Martinez del Rio, Sr.
                                             -----------------------------------
                                             Chairman of the Board





                                                                   EXHIBIT 10.51

                                    ADDENDUM
                                    --------

     This Addendum, dated July 14, 2004, modifies and supplements the term of
the Security Agreement, Subscription Agreement and Collateral Agent Agreement
(collectively, the "Agreements") between Provo International, Inc. (the
"Company") and Alpha Capital Aktiengesellschaft, Stonestreet Limited
Partnership, Congregation Mishkan Sholom Incorporated and Lucrative Investments
(collectively, the "Investors"). This Addendum does not modify, supplement or
amend the Notes, the terms of which remain in full force and effect. In the
event of a conflict between the terms of this Addendum and the terms of the
Agreements, the terms of this Addendum shall control.

                                    RECITALS

     WHEREAS, pursuant to the terms of the Notes, the Company borrowed an
aggregate principal amount of One Million Dollars ($1,000,000) (the "Aggregate
Principal Amount") from the Investors; and

     WHEREAS, pursuant to the terms of the Security Agreement, the Investors
have a priority security interest in substantially all of the assets of the
Company; and

     WHEREAS, the Company desires to sell certain assets and apply the cash
proceeds towards partial repayment of the Notes on a pro rata basis per
Investor, and

     WHEREAS, the Investors have agreed
 to release their security interest in
the Company's assets pursuant to the terms set forth herein;

     Now, therefore, the parties hereby agree as follows:

1.   Definitions - Unless otherwise specifically defined herein, all capitalized
terms used in this Addendum shall have the same meaning as set forth in the
Agreements.

     a.   Aggregate Principal Amount - shall have the meaning set forth in the
          Recitals to this Addendum, and shall be equal to the sum of the
          Principal Amount I and Principal Amount II;

     b.   Dial Up Assets - shall mean the Company's dial-up Internet customer
          base, presently consisting of approximately 6,800 subscribers;

     c.   Dial Up Asset Purchase Agreement - shall mean the proposed asset
          purchase agreement between the Company and a third party, a draft
          version of which has been provided to Investors;

     d.   DSL Assets - shall mean the Company's Digital Subscriber Line customer
          base, presently consisting of approximately 140 subscribers;

     e.   Expenses - shall mean the expenses, set forth on Schedule 1(h),
          exclusively associated with servicing the Dial-Up Assets and DSL
          Assets during the time period commencing upon signing of a contract
          for sale of said assets, and terminating upon the closing of the sale
          of said assets. The Expenses shall not exceed $370,000 in the
          aggregate;





     f.   Gross Proceeds - shall mean the gross proceeds of the sale of the
          Dial-Up Assets and the DSL Assets, respectively, before deducting the
          Expenses;

     g.   Investors - shall have the meaning set forth in the Recitals to this
          Addendum;

     h.   Lock-Up Agreement - shall mean the lock-up agreement annexed hereto as
          Exhibit B;

     i.   Net Proceeds - shall be equal to the Gross Proceeds minus the
          Expenses;

     j.   Payment #1 - shall have the meaning set forth in Section 4 below;

     k.   Payment #2 - shall have the meaning set forth in Section 4 below;

     l.   Payment #3 - shall have the meaning set forth in Section 4 below;

     m.   Payment #4 - shall have the meaning set forth in Section 4 below;

     n.   Principal Amount I - shall mean a portion of the Aggregate Principal
          Amount equal to Two Hundred and Fifty Thousand dollars ($250,000);

     o.   Principal Amount II - shall mean a portion of the Aggregate Principal
          Amount equal to Seven Hundred and Fifty Thousand Dollars ($750,000);

     p.   Provo Mexico Stock - shall mean all of the issued and outstanding
          shares of common stock in the Company's subsidiary, Proyecciones y
          Ventas Organizadas, S.A. de C.V.

2.   Representations by the Company - the Company represents and warrants to
each Investor that:

     a.   The Expenses set forth on Schedule 1(h) are directly related to
          servicing the Dial-Up Assets and DSL Assets and have been or will be
          accrued in the ordinary course;

     b.   The Company has agreed to sell One Thousand (1,000) shares of its
          common stock to a third-party for the sum of One Hundred and Fifty
          Dollars ($150.00), which sale shall close simultaneously with the
          execution of this Addendum. By executing this Addendum, the Company
          hereby notifies Investors, pursuant to Section 2.1(d) of the Notes,
          that the Conversion Price is irrevocably adjusted to $.15 per share as
          a result of a share issuance at less than Fair Market Value as set
          forth in Section 2.1(c)(D) of the Notes, subject to further adjustment
          as set forth in the Notes. The parties acknowledge and agree that the
          sale of stock described above and the resulting adjustment to the
          Conversion Price is independent of this Addendum and shall remain in
          effect regardless of whether this Addendum is terminated.

     c.   The Company acknowledges that an interest payment is due under the
          Notes as of June 30, 2004. Provided the Company pays such interest
          payment no later than July 19, 2004, the Company shall not be in
          Default under the terms of the Agreements or the Note. In the event
          such payment is not made on or before July 19, 2004, Investors may
          terminate this Addendum and shall have all rights heretofore
          available, without limitation, pursuant to the Convertible Note and
          Security Agreement.





3.   Sale of Assets

     a.   Dial-Up Assets -The Company represents that it has identified a
          prospective purchaser for its Dial-Up Assets. Upon execution of this
          Addendum, the Company shall negotiate the sale of its Dial-Up Assets
          as soon as commercially feasible. The sale of the Dial-Up Assets shall
          be on substantially the same terms set forth in the Dial-Up Asset
          Purchase Agreement. The Company shall remit 100% of the Net Proceeds
          of the sale of the Dial-Up Assets to the Investors as set forth in
          Section 4(a) below.

     b.   DSL Assets - The Company represents that it has identified a
          prospective purchaser for its DSL Assets. Upon execution of this
          Addendum, the Company shall negotiate the sale of its DSL Assets as
          soon as commercially feasible. The Company shall remit 100% of the Net
          Proceeds of the sale of the DSL Assets to the Investors as set forth
          in Section 4(b) below.

     c.   Cooperation - If requested by the prospective purchasers, the
          Collateral Agent shall provide UCC-3 termination statements to be held
          in escrow pending filing pursuant to the terms of this Addendum. The
          Investors hereby specifically instruct the Collateral Agent to
          cooperate with the Company, at the Company's expense, in connection
          with the sale of the Dial-Up Assets and DSL Assets and to execute any
          and all documents necessary to effectuate the intent of this Addendum.

     d.   Timeframe for Sale of Assets - The approximate timeframe for the sale
          of the Dial-Up Assets and DSL Assets is set forth on Schedule 2(d). It
          is the Company's intention to proceed according to this timeframe,
          however, there can be no assurance that the timeframes will be met.
          Notwithstanding the foregoing, in the event the Company does not
          execute a purchase and sale agreement within forty five days (45) from
          the date of this addendum, or the Investors' do not receive Payment #1
          within fifty-five (55) days from the date of this Addendum, or the
          Investors do not receive Payment #4 within two hundred and ten (210)
          days from the date of this Addendum, the Investors shall have the
          right anytime thereafter to declare this addendum and related
          documents null and void, therefore having no further force or effect.

4.   Application of Proceeds

     a.   Dial-Up and DSL Assets - the Company shall remit the proceeds of the
          sale of the Dial-Up Assets to the Investors as follows:





          i.   upon receipt of the initial payment, identified on Schedule 2(d)
               attached hereto as "Payment #1", 50% of the total payment
               received, but in no event less than $77,500;

          ii.  upon receipt of the payment identified on Schedule 2(d) attached
               hereto as "Payment #2", 50% of the total payment received, but in
               no event less that $40,000;

          iii. upon receipt of the payment identified on Schedule 2(d) attached
               hereto as "Payment #3", 65% of the total payment received, but in
               no event less that $203,700; and

          iv.  upon receipt of the final payment, identified on Schedule 2(d)
               attached hereto as "Payment #4", at least 65% of the total
               payment received. Notwithstanding the foregoing, the Company
               shall not retain any amount of proceeds in excess of a total of
               $370,000, equal to the estimated costs identified in Schedule
               1(h), attached hereto.

     b.   All proceeds paid to the Investors shall be applied as follows: first,
          toward outstanding Interest due and owing, second, toward the
          Principal Amount II; and last, toward the Principal Amount I. The Net
          Proceeds shall be applied on a pro rata basis per Investor.


5.   Release of Security Interest - the Collateral Agent shall file UCC-3
     termination statements releasing the Investors' security interests as
     follows:

     a.   Dial-Up Assets - The Collateral Agent shall release to the Company a
          UCC-3 termination statement releasing the Investors' security interest
          in the Dial-Up Assets upon receipt of Payment #4.

     b.   DSL Assets - The Collateral Agent shall release to the Company a UCC-3
          termination statement releasing the Investors' security interest in
          the DSL Assets to the Company immediately upon the payment of the net
          proceeds of the sale of the DSL Assets to the Investors.

     c.   Provo Mexico Stock - The Collateral Agent shall release to the Company
          a UCC-3 termination statement releasing the Investors' security
          interest in the Provo Mexico Stock immediately upon the payment of at
          least $300,000 of the Net Proceeds to the Investors.

     d.   Blanket UCC-3 - the Collateral Agent shall release to the Company a
          "blanket" UCC-3 termination statement releasing the Investors'
          security interest in all of the Company's assets immediately upon
          receipt by the Investors of the Net Proceeds. Thereafter, all
          Principal and Interest remaining under the terms of the Notes, if any,
          shall remain outstanding on an unsecured basis.





6.   Miscellaneous Provisions

     a.   The Investors waive damages and remedies for defaults under the
          Agreements which have accrued until the date of this Agreement except
          that there is no waiver of an interest payment related default except
          as described in Section 2(c) above. In the event the Company is in
          default under a material term of the Addendum which significantly
          includes a failure to timely make any payment required under the
          Addendum, then the restrictions on the Investors under the Lock-Up
          Agreement shall be null and void and of no force and effect from and
          after 10 days after notification to the Company by an Investor of the
          existence of such default, unless the Company shall have commenced a
          proceeding during such ten day period for declaratory judgment that
          the noticed default has not occurred.

     b.   The Investors agree that the Shares shall be subject to certain
          restrictions on resale, as set forth in the Lock-Up Agreement. The
          Investors shall execute and deliver the Lock-Up Agreement
          simultaneously with this Addendum.

     c.   The parties expressly agree that a default under the terms of this
          Addendum shall constitute a default under the terms of the Agreements,
          the Notes and the Lock-Up Agreement. An Event of Default under the
          Notes shall constitute a default under the terms of this Addendum and
          the Lock-Up Agreement.

     d.   Notice, Governing Law and Venue - Sections 13(a), (c), (d), (e) and
          (f) of the Subscription Agreement are hereby incorporated by reference
          into this Addendum.

     e.   Payment of amounts due Investors under this Addendum, but not Notices,
          may be delivered to Grushko & Mittman, PC with the prior written
          consent of Grushko & Mittman, PC.

     f.   Facsimile signatures to this Addendum shall be deemed originals.






Provo International, Inc.

/s/ Ventura Martinez del Rio, Sr.
---------------------------------
Ventura Martinez del Rio, Sr.
Chairman of the Board


Alpha Capital Aktiengesellschaft
Name:
Title:

/s/
------------------------------
Stonestreet Limited Partnership
Name:
Title:

/s/
----------------------------------------
Congregation Mishkan Sholom Incorporated
Name:
Title:


/s/
---------------------
Lucrative Investments
Name:
Title:


Acknowledged:

/s/ Barbara Mittman, Esq.
-------------------------
Barbara Mittman, Esq.
Collateral Agent