SIDGQ / Stamford Industrial Group Inc - SEC-Einreichungen, Jahresbericht, Proxy Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* STAMFORD INDUSTRIAL GROUP, INC. Name of Issuer) Common Stock, $.0001 Par Value Per Share (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* STAMFORD INDUSTRIAL GROUP, INC. Name of Issuer) Common Stock, $.0001 Par Value Per Share (Title of Class of Securities) 64107U101 (CUSIP Number) December 31, 2009 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

Other Events

8-K 1 v1612398-k.htm 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) September 28, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorpora

Other Events

8-K 1 v1606438k.htm 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) September 17, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15

15-12G 1 v16064515-12g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 000-25781 Stamford Industrial Group, Inc. (Exact

Bankruptcy or Receivership, Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, Other Events, Financial Statements and Exhibits

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) September 14, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission Fil

CONCORD STEEL, INC. FILES VOLUNTARY CHAPTER 11 PETITION

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONCORD STEEL, INC. FILES VOLUNTARY CHAPTER 11 PETITION Stamford, CT, September 14, 2009 — Stamford Industrial Group, Inc. (OTC: SIDG.PK. “SIG” or the “Company”), today announced that its wholly-owned subsidiary, Concord Steel, Inc. (“Concord”), which constitutes substantially all of the Company’s assets, filed a voluntary petition for relief under Chapter 11 of

Stamford Industrial Group, Inc. One Landmark Square Stamford, Connecticut 06901

Exhibit 10.2 Stamford Industrial Group, Inc. One Landmark Square Stamford, Connecticut 06901 August 26, 2009 Mr. Jonathan LaBarre 53 Elizabeth Drive Southington CT 06489 Re: Employment Agreement Dear Mr. LaBarre: Reference is made to the Employment Agreement dated as of December 1, 2006, between Stamford Industrial Group, Inc. (the “Company”) and you (the “Original Agreement”). Capitalized terms u

Stamford Industrial Group, Inc. One Landmark Square Stamford, Connecticut 06901

Exhibit 10.1 Stamford Industrial Group, Inc. One Landmark Square Stamford, Connecticut 06901 August 26, 2009 Mr. Albert Weggeman 15 Sidecut Road Redding, Connecticut 06896 Re: Employment Agreement Dear Mr. Weggeman: Reference is made to the Employment Agreement dated as of September 22, 2006, effective as of October 3, 2006, between Stamford Industrial Group, Inc. (the “Company”) and you (the “Ori

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) August 26, 2009 Stamford Industrial Group, Inc.

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) August 26, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-25781 STAMFORD

Reconciliation of GAAP EPS to Non-GAAP EPS

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RESULTS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 Stamford, CT, August 17, 2009 — Stamford Industrial Group, Inc. (OTC: SIDG.PK. “SIG” or the “Company”), announced today financial results for the three and six months ended June 30, 2009. Second Quarter Consolidated Results Consolidated revenue was $12.2 million, a decrea

Results of Operations and Financial Condition, Financial Statements and Exhibits

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) August 17, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File N

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) August 13, 2009 Stamford Industrial Group, Inc.

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) August 13, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File N

AMENDMENT AND TEMPORARY WAIVER AGREEMENT

AMENDMENT AND TEMPORARY WAIVER AGREEMENT This THIRD AMENDMENT AND TEMPORARY WAIVER AGREEMENT (this “Amendment”) is made as of the 12th day of August, 2009 among: (a) CONCORD STEEL, INC.

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) August 6, 2009 Stamford Industrial Group, Inc. (

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) August 6, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Nu

LETTER AGREEMENT

LETTER AGREEMENT August 10, 2009 Concord Steel, Inc. c/o Stamford Industrial Group, Inc. One Landmark Square, 21st Floor Stamford, CT 06901 Re: Bank of America’s Agented Credit Facility for Concord Steel, Inc. Ladies and Gentlemen: Reference is made to that certain Credit Agreement, dated as of October 3, 2006, among CONCORD STEEL, INC. (formerly known as SIG Acquisition Corp.), a Delaware corpora

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 SEC File Number: 000-25781 CUSIP Number: 64107U101 NOTIFICATION OF LATE FILING (Check One): o Form 10-K o Form 11-K o Form 20-F x Form 10-Q o Form N-SAR For the Period Ended: June 30, 2009 o Transition Report on Form 10-K o Transition Report on Form 10-Q o Transition Report on Form 20-F o Transition Report on Form N-SAR o Transition Report on Form 11-K For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

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 23, 2009 Stamford Industrial Group, Inc. (E

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 23, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Num

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

8-K 1 v1539788-k.htm 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) June 30, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation)

Reconciliation of GAAP EPS to Non-GAAP EPS Three Months Ended (unaudited) March 31, 2009 (unaudited) (in millions) (per share Diluted) Net loss - Diluted EPS $ (1.0 ) $ (0.11 ) Deferred stock compensation expense 0.1 0.01 Depreciation and amortizatio

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RESULTS FOR THE FIRST QUARTER ENDED MARCH 31, 2009 Stamford, CT, May 11, 2009 — Stamford Industrial Group, Inc. (OTC: SIDG.PK. “SIG” or the “Company”), announced today financial results for the first quarter ended March 31, 2009. First Quarter Consolidated Results Consolidated revenue was $17.1 million, a decrease of 47.7% or $

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) May 11, 2009 Stamford Industrial Group, Inc. (Ex

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) May 11, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2009 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-25781 STAMFOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

DEF 14A 1 v147316def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by R

SUBSIDIARIES OF STAMFORD INDUSTRIAL GROUP, INC.

Exhibit 21.1 SUBSIDIARIES OF STAMFORD INDUSTRIAL GROUP, INC. Company Jurisdiction Of Formation (type of entity if other than corporation) Concord Steel, Inc. Delaware CRC Wilmington Acquisition, LLC Delaware (Limited Liability Company) 1451 Buena Vista Avenue, LLC Delaware (Limited Liability Company)

Reconciliation of GAAP EPS to Non-GAAP EPS December 31, 2008 (unaudited) Three Months Ended (unaudited) (in millions) (per share Diluted) Net loss - Diluted EPS $ (1.1 ) $ (0.13 ) Deferred stock compensation expense (0.3 ) (0.04 ) Depreciation and am

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RESULTS FOR THE FOURTH QUARTER AND YEAR ENDED DECEMBER 31, 2008 · Full year Revenues of $142.9 million; Up 29% from 2007 · Full year Diluted Earnings Per Share of $4.31; $1.34 Per Share Before Non-Cash Items · Completes one-for-five reverse stock split effective February 20th, 2009 · New stock ticker symbol SIDG.PK Stamford, CT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25781 STAMFORD INDUSTRIAL GROUP,

Results of Operations and Financial Condition, Financial Statements and Exhibits

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) March 16, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Nu

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 20, 2009 Stamford Industrial Group, Inc

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 20, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File

CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION STAMFORD INDUSTRIAL GROUP, INC.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF STAMFORD INDUSTRIAL GROUP, INC. The undersigned, Jonathan LaBarre, hereby certifies that: 1. He is the Chief Financial Officer, Treasurer and Secretary of Stamford Industrial Group, Inc., a Delaware corporation (the “Corporation”), the original Certificate of Incorporation of which was filed with the Secre

STAMFORD INDUSTRIAL GROUP’S BOARD OF DIRECTORS ELECTS ONE-TO-FIVE REVERSE STOCK SPLIT

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP’S BOARD OF DIRECTORS ELECTS ONE-TO-FIVE REVERSE STOCK SPLIT Stamford, CT, January 29, 2009 — Stamford Industrial Group, Inc. (OTC: STMF.PK. “SIG” or the “Company”), today announced that the Company’s Board of Directors elected to implement a reverse stock split of SIG’s outstanding shares of common stock at an exchange ratio of one-to-fi

Other Events, Financial Statements and Exhibits

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 29, 2009 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* STAMFORD INDUSTRIAL GROUP, INC. Name of Issuer) Common Stock, $.0001 Par Value Per Share (Title of Class

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* STAMFORD INDUSTRIAL GROUP, INC. Name of Issuer) Common Stock, $.0001 Par Value Per Share (Title of Class of Securities) 64107U101 (CUSIP Number) December 31, 2008 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

Reconciliation of GAAP EPS to Non-GAAP EPS (unaudited) 2008 Projected ( in millions) (per share Diluted) Net income - Diluted EPS $ 41.4 to 42.8 $ 0.86 - 0.89 Deferred stock compensation expense 0.7 0.02 Depreciation and amortization expense 2.2 0.04

FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RESULTS FOR THE THIRD QUARTER AND NINE MONTHS ENDED SEPTEMBER 30, 2008 · Revenues of $41.

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 10, 2008 Stamford Industrial Group, In

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 10, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25781 (Commission File Number) 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-25781 STA

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 24, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation)

Exhibit 99.1

Exhibit 99.1

Results of Operations and Financial Condition, Financial Statements and Exhibits

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) August 11, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File N

Reconciliation of GAAP EPS to Non-GAAP EPS June 30, 2008 (unaudited) Three Months Ended (unaudited) (in millions) (per share Diluted) Net income - Diluted EPS $ 36.6 $ 0.76 Deferred stock compensation expense 0.2 - Depreciation and amortization expen

FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RESULTS FOR THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2008 · Revenues of $42.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2008 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-25781 STAMFORD

EX-16.1

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 25, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of

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): June 25, 2008 Stamford Industrial

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): June 25, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Comm

Results of Operations and Financial Condition, Financial Statements and Exhibits

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) May 12, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Numb

Reconciliation of GAAP EPS to Non-GAAP EPS March 31, 2008 (unaudited) Three Months Ended (unaudited) (in millions) (per share Diluted) Net income - Diluted EPS $ 1.4 $ 0.03 Deferred stock compensation expense 0.2 0.01 Depreciation and amortization ex

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RECORD REVENUES AND EARNINGS FOR THE FIRST QUARTER 2008 · Record Revenues of $32.7 Million; up 17.2% from 2007 · Net income rises 75.0% to $1.4 million as compared to $0.8 million in 2007 · Diluted Earnings Per Share of $0.03; $0.05 Per Share Before Non-Cash Items · Full year revenue guidance increased to $125 to $135 million S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR ¨ TRANSITION REPOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2008 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-25781 STAMFOR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitiv

SUBSIDIARIES OF STAMFORD INDUSTRIAL GROUP, INC.

Exhibit 21.1 SUBSIDIARIES OF STAMFORD INDUSTRIAL GROUP, INC. Company Jurisdiction Of Formation (type of entity if other than corporation) Concord Steel, Inc. Delaware CRC Wilmington Acquisition, LLC Delaware (Limited Liability Company) 1451 Buena Vista Avenue, LLC Delaware (Limited Liability Company)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25781 STAMFORD INDUSTRIAL GROUP,

STANFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT

Exhibit 10.34 STANFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the “Agreement”) made as of this <> day of <>, <>, by and between Stanford Industrial Group, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the “Company”), and <> <>, an individual residing in <> (the “Opt

STANFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK BONUS AWARD AGREEMENT

Exhibit 10.35 STANFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK BONUS AWARD AGREEMENT STOCK BONUS AWARD AGREEMENT (the “Agreement”) made as of this <> day of <>, <>, by and between Stamford Industrial Group, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the “Company”), and <> <>, an individual residing in <>

INDEMNIFICATION AGREEMENT

Exhibit 10.36 INDEMNIFICATION AGREEMENT This Indemnification Agreement ("Agreement") is made as of , 2008 by and between Stamford Industrial Group, Inc., a Delaware corporation (the "Company"), and ("Indemnitee"). RECITALS WHEREAS, it is essential to the Company and its stockholders to attract and retain highly qualified and capable directors; WHEREAS, the Certificate of Incorporation of the Compa

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (in thousands - unaudited) Three Months Ended December 31, 2007 Net cash provided by operating activities $ 5,324 Less: Capital expenditures - One-time Infrastructure $ (30

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP ANNOUNCES RECORD REVENUES FOR 2007 · Full Year Revenues of $110.7 Million; Up 29% From 2006 · Full Year Diluted Earnings Per Share of $0.06; $0.14 Per Share Before Non-Cash Items Stamford, CT, March 17, 2008 — Stamford Industrial Group, Inc. (OTC: STMF.PK. “SIG” or the “Company”), announced today financial results for the fourth quarter

Results of Operations and Financial Condition, Financial Statements and Exhibits

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) March 17, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Nu

SECOND AMENDMENT AGREEMENT

SECOND AMENDMENT AGREEMENT This SECOND AMENDMENT AGREEMENT (this “Amendment”) is made as of the 13th day of March, 2008 among: (a) CONCORD STEEL, INC.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Material Modification to Rights of Security Holders, Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Financial Statements and Exhibits

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 6, 2008 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25781 (Commission F

AMENDMENT NO. 4 TO RIGHTS AGREEMENT

AMENDMENT NO. 4 TO RIGHTS AGREEMENT This Amendment No. 4, dated February 11, 2008 (the “Amendment”), by and between Stamford Industrial Group, Inc. (formerly, Net Perceptions, Inc.) a Delaware corporation (the “Company”) with its principal executive offices at One Landmark Square, 21st Floor, Stamford, Connecticut 06901, and American Stock Transfer & Trust Company (the “Rights Agent”), a New York

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-A/A Amendment No. 4 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 STAMFORD INDUSTRIAL GROUP, INC. (Exact name

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-A/A Amendment No. 4 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 STAMFORD INDUSTRIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 41-1844584 (State of incorporation or organization) (I.R.S Employer Identification No.) One Landm

Reconciliation of GAAP EPS to Non-GAAP EPS For The Twelve Months Ended December 31, 2007 (unaudited) (per share Diluted) 2007 Net income / Diluted EPS $ 0.03 - $ 0.05 Deferred stock compensation expense $ 0.06 Depreciation and amortization expense 0.

FOR IMMEDIATE RELEASE Stamford Industrial Group Provides Business Outlook Update · Anticipates 2007 Revenue Growth of 30% · Announces Intent to Seek Stockholder Approval for Reverse Stock Split In Connection with AMEX Listing · Amends Rights Agreement to Protect NOL’s Stamford, CT, February 11, 2008 —Stamford Industrial Group, Inc.

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* STAMFORD INDUSTRIAL GROUP, INC. Name of Issuer) COMMON STOCK, $.0001 PAR VALUE PER SHARE (Title of Class of Securities) 64107U101 (CUSIP Number) DECEMBER 31, 2007 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design

STAMFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT JONATHAN LABARRE

STAMFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT JONATHAN LABARRE STOCK OPTION AGREEMENT (the “Agreement”) made as of this 27th day of December, 2007, by and between Stamford Industrial Group, Inc., a Delaware corporation, having its principal office at One Landmark Square, 21st Floor, Stamford, Connecticut 06901 (the “Company”), and Jonathan LaBarre, an individual

STAMFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT ALBERT W. WEGGEMAN

STAMFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN STOCK OPTION AGREEMENT ALBERT W. WEGGEMAN STOCK OPTION AGREEMENT (the “Agreement”) made as of this 27th day of December, 2007, by and between Stamford Industrial Group, Inc., a Delaware corporation, having its principal office at One Landmark Square, 21st Floor, Stamford, Connecticut 06901 (the “Company”), and Albert W. Weggeman, an individ

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) December 27, 2007 Stamford Industr

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) December 27, 2007 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (C

STAMFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT

STAMFORD INDUSTRIAL GROUP, INC. 2007 STOCK INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENT RESTRICTED STOCK AWARD AGREEMENT (the “Agreement”) made as of this 27th day of December, 2007, by and between Stamford Industrial Group, Inc., a Delaware corporation, having its principal office at One Landmark Square, 21st Floor, Stamford, Connecticut 06901 (the “Company”), and Albert W. Weggeman, an indivi

Deferred Compensation Agreement Stamford Industrial Group with Albert W. Weggeman

Deferred Compensation Agreement Stamford Industrial Group with Albert W. Weggeman Deferred Compensation Agreement dated as of December 27, 2007, between Stamford Industrial Group, Inc., a Delaware corporation (the “Company”) and Albert W. Weggeman (the "Participant"). Whereas, the Participant is the Chief Executive Officer of the Company and a key employee of the Company; Whereas, the Company desi

Reconciliation of Net Cash used in Operating Activities to Free Cash Flow (in thousands - unaudited) Three Months Ended September 30, 2007 Net cash used in operating activities $ (146 ) Less: Capital expenditures $ (2,495 ) Free Cash flow $ (2,641 )

Exhibit 99.1 FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP, INC. REPORTS THIRD QUARTER AND NINE MONTH RESULTS · Third Quarter 2007 Revenues Up 27.6% vs. Third Quarter 2006 · Third Quarter 2007 Margin Increased 2.6 percentage points vs. Second Quarter 2007 Stamford, CT, November 7, 2007 — Stamford Industrial Group, Inc. (OTC: STMF.PK), announced today financial results for the third quarter and n

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 7, 2007 Stamford Industrial Group, Inc.

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 7, 2007 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

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) September 12, 2007 Stamford Industrial Group, In

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) September 12, 2007 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission Fil

Stamford Industrial Group, Inc. To Change Stock Ticker Symbol

Stamford Industrial Group, Inc. To Change Stock Ticker Symbol Stamford, CT, September 12, 2007 - Stamford Industrial Group, Inc. (OTC: STMF.PK), (f/k/a Net Perceptions, Inc.) today announced that its stock ticker symbol on the OTC Pink Sheets Electronic Quotation Service will be changed from “NETP.PK” to “STMF.PK” effective at the commencement of trading on September 13, 2007. For further informat

Results of Operations and Financial Condition

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) August 14, 2007 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation

Results of Operations and Financial Condition, Financial Statements and Exhibits

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) August 14, 2007 Stamford Industrial Group, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File N

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow (in thousands - unaudited) Three Months Ended June 30, 2007 Net cash provided by operating activities $ 1,522 Less: Capital expenditures $ (1,658 ) Free Cash flow $ (136 )

FOR IMMEDIATE RELEASE STAMFORD INDUSTRIAL GROUP, INC. REPORTS SECOND QUARTER AND SIX MONTH RESULTS Stamford, CT, August 14, 2007 — Stamford Industrial Group, Inc. (OTC: NETP.PK), (f/k/a Net Perceptions, Inc.) announced today financial results for the second quarter and six months ended June 30, 2007. The Company recently redeployed its assets with its October 3, 2006, acquisition of Concord Steel,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT THE SECURITIES ACT OF 1933 STAMFORD INDUSTRIAL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 41-1844584 (State or Ot

As filed with the Securities and Exchange Commission on July 26, 2007 Registration No.

Net Perceptions, Inc. Changes Name to Stamford Industrial Group, Inc.

Exhibit 99.1 FOR IMMEDIATE RELEASE Net Perceptions, Inc. Changes Name to Stamford Industrial Group, Inc. STAMFORD, Conn., June 27, 2007 - Stamford Industrial Group, Inc. (OTC: NETP.PK), is pleased to announce that it has changed its name from Net Perceptions, Inc. to Stamford Industrial Group, Inc. The name change was approved at the Company’s 2007 Annual Meeting of Stockholders held on June 21, 2

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) June 21, 2007 Net Perceptions, Inc. (Exact name

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) June 21, 2007 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitiv

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2007 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

Reconciliation of Net Cash Used in Operating Activities to Free Cash Flow (in thousands - unaudited) Three Months Ended March 31, 2007 Net cash used in operating activities $ (793 ) Less: Capital expenditures $ (666 ) Free Cash flow $ (1,459 )

Exhibit 99.1 FOR IMMEDIATE RELEASE NET PERCEPTIONS, INC. REPORTS FIRST QUARTER RESULTS Stamford, CT, May 10, 2007 — Net Perceptions, Inc. (OTC: NETP.PK), which recently redeployed its assets with its October 3, 2006 acquisition of Concord Steel, announced today financial results for the first quarter ended March 31, 2007. Because the Company had no operations at the time of the Concord Steel acqui

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) May 10, 2007 Net Perceptions, Inc. (Exact name o

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) May 10, 2007 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25781 NET PE

SUBSIDIARIES OF NET PERCEPTIONS, INC. Company Jurisdiction Of Formation (type of entity if other than corporation) SIG Acquisition Corp. Delaware CRC Wilmington Acquisition, LLC Delaware (Limited Liability Company) 1451 Buena Vista Avenue, LLC Delawa

Exhibit 21.1 SUBSIDIARIES OF NET PERCEPTIONS, INC. Company Jurisdiction Of Formation (type of entity if other than corporation) SIG Acquisition Corp. Delaware CRC Wilmington Acquisition, LLC Delaware (Limited Liability Company) 1451 Buena Vista Avenue, LLC Delaware (Limited Liability Company)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25781 NET PERCEPTIONS, INC. (Exa

EX-10.32

NET PERCEPTIONS, INC. REPORTS FOURTH QUARTER RESULTS

FOR IMMEDIATE RELEASE NET PERCEPTIONS, INC. REPORTS FOURTH QUARTER RESULTS Stamford, CT, March 29, 2007 — Net Perceptions, Inc. (OTC: NETP.PK), which recently redeployed its assets with its October 3, 2006 acquisition of Concord Steel, announced today financial results for the fourth quarter and year ended December 31, 2006. Because the Company had no operations at the time of the Concord Steel ac

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) March 29, 2007 Net Perceptions, Inc. (Exact name

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) March 29, 2007 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6) Net Perceptions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64107U101 (CUSIP Number) with a copy to: Austin W. Marxe Allen B. Levithan, Esq. 527 Madison Avenue, Suite 2600 Lowenstein Sandler PC New York, New York 10022 65 Livingston

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5) Net Perceptions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64107U101 (CUSIP Number) with a copy to: Austin W. Marxe Allen B. Levithan, Esq. 527 Madison Avenue, Suite 2600 Lowenstein Sandler PC New York, New York 10022 65 Livingston

SC 13G/A

SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)* NET PERCEPTIONS, INC. (Name of Issuer) COMMON STOCK, $.0001 PAR VALUE PER SHARE (Title of Class of Securities) 64107U101 (CUSIP Number) DECEMBER 31, 2006 (Date of Event which Requires Filing of this Statement) Check the appropriate box to de

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION The unaudited pro forma condensed combined financial information for the periods indicated below show the effect of Net Perceptions, Inc.’s (“Net Perceptions”) acquisition from CRC Acquisition Co., LLC of certain of its assets comprising the business of Concord Steel (“Concord Steel”) completed on October 3, 2006, for $45.3

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) October 3, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission

INDEPENDENT AUDITOR’S REPORT

Exhibit 99.1 INDEPENDENT AUDITOR’S REPORT To the Members CRC Acquisition Co., LLC (d/b/a Concord Steel) Warwick, Rhode Island We have audited the accompanying balance sheets of CRC Acquisition Co., LLC (d/b/a Concord Steel) as of December 31, 2005 and 2004, and the related statements of operations and members’ equity, and cash flows for each of the three years in the period ended December 31, 2005

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 11 , 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commissio

Resignation and Severance Agreement and General Release

Resignation and Severance Agreement and General Release Resignation and Severance Agreement and General Release (the "Agreement") made and executed as of December , 2006, by and between Net Perceptions, Inc.

Entry into a Material Definitive Agreement

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 30, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), dated as of December 1, 2006 (the “Commencement Date”) between Net Perceptions, Inc.

December 4, 2006

News Release December 4, 2006 Net Perceptions Appoints Jonathan LaBarre as Chief Financial Officer Net Perceptions Incorporated (OTC:NETP.

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) December 1, 2006 Net Perceptions,

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) December 1, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

Net Perceptions, Inc. Announces Third Quarter 2006 Results — Concord Steel Purchased on October 3, 2006 —

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT Albert W. Weggeman, Jr. President and Chief Executive Officer Net Perceptions, Inc. (203) 428-2040 Net Perceptions, Inc. Announces Third Quarter 2006 Results — Concord Steel Purchased on October 3, 2006 — STAMFORD, CONNECTICUT — November 14, 2006 — Net Perceptions, Inc. (OTC:NETP) today announced financial results for the quarter ended September 30, 2006.

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 14, 2006 Net Perceptions, Inc. (Exact n

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 14, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commissio

PricewaterhouseCoopers, LLP 214 Tryon Street, Suite 3600 Charlotte, NC 28202

PricewaterhouseCoopers, LLP 214 Tryon Street, Suite 3600 Charlotte, NC 28202 October 23, 2006 Securities and Exchange Commission 100 F Street, N.

Net Perceptions, Inc. Lock-Up Agreement

Net Perceptions, Inc. Lock-Up Agreement October 3, 2006 Net Perceptions, Inc. One Landmark Square, 22nd Floor Stamford, Connecticut 06901 Re: Net Perceptions, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, , (insert name), a (insert title) of Net Perceptions, Inc., a Delaware corporation (the “Company”), in recognition of the benefit that this agreement will confer upon the Compan

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): October 11, 2006 Net Perceptions,

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): October 11, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Net Perceptions, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 6

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Net Perceptions, Inc. (Name of Issuer) Common Stock, $0.0001 Par Value (Title of Class of Securities) 64107U 10 1 (CUSIP Number) CRC Acquisition Co. LLC Attn: Brendan P. VanDeventer c/o Riparian Partners, Ltd. 2400 Financial Plaza Providence, RI 02903-242

EMPLOYMENT AGREEMENT

Exhibit G to Asset Purchase Agreement EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the “Agreement”), dated as of October 3, 2006, between Net Perceptions, Inc.

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) October 3, 2006 Net Perceptions, I

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) October 3, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission Fi

EQUITYHOLDER REGISTRATION RIGHTS AGREEMENT

EXHIBIT II TO EXHIBIT C TO ASSET PURCHASE AGREEMENT EQUITYHOLDER REGISTRATION RIGHTS AGREEMENT This Equityholder Registration Rights Agreement (this “Agreement”) is entered into as of October 3, 2006 by and between NET PERCEPTIONS, INC.

EX-99.4

Exhibit 4 Net Perceptions, Inc. Lock-Up Agreement October 3, 2006 Net Perceptions, Inc. One Landmark Square, 22nd Floor Stamford, Connecticut 06901 Re: Net Perceptions, Inc. - Lock-Up Agreement Ladies and Gentlemen: The undersigned, Warren B. Kanders, a director of Net Perceptions, Inc., a Delaware corporation (the "Company"), in recognition of the benefit that this agreement will confer upon the

FORM OF CAPEX NOTE $ __________________________ October 3, 2006

Exhibit 10.5 FORM OF CAPEX NOTE $ October 3, 2006 FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”) promises to pay to the order of [] (“Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135 South LaSalle Street, Chicago, Illinois 60603, the principal sum of DOLLARS or the aggregate un

Stock Option Agreement Net Perceptions, Inc. Albert W. Weggeman

Stock Option Agreement Net Perceptions, Inc. with Albert W. Weggeman Stock Option Agreement (the “Agreement”) made as of this 3rd day of October, 2006, by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the “Company”), and Albert W. Weggeman, an individual residing at the address set forth on th

STOCK PURCHASE AGREEMENT

EXHIBIT C TO ASSET PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT October 3, 2006 Net Perceptions, Inc.

GUARANTY AND COLLATERAL AGREEMENT dated as of October 3, 2006 NET PERCEPTIONS, INC., SIG ACQUISITION CORP. THE OTHER PARTIES HERETO, as Grantors, LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent

GUARANTY AND COLLATERAL AGREEMENT dated as of October 3, 2006 among NET PERCEPTIONS, INC.

FORM OF TERM NOTE $ __________________________ October 3, 2006

Exhibit 10.4 FORM OF TERM NOTE $ October 3, 2006 FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”) promises to pay to the order of [] (“Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135 South LaSalle Street, Chicago, Illinois 60603, the principal sum of DOLLARS in lawful money of t

SC 13D/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Amendment No. 1)* Under the Securities Exchange Act of 1934 NET PERCEPTIONS, INC. - - (Name of Issuer) Common Stock, par value $0.0001 per share - - (Title of Class of Securities) 182707109 - - (CUSIP Number) Robert L. Lawrence, Esq. Kane Kessler, P.C. 1350 Avenue of the Americas, 26th Floor New York, NY 10019

ESCROW AGREEMENT

EXHIBIT B TO ASSET PURCHASE AGREEMENT ESCROW AGREEMENT This ESCROW AGREEMENT (this “Agreement”), is made as of the 3rd day of October, 2006, among CRC ACQUISITION CO.

Net Perceptions, Inc. One Landmark Square, 22nd Floor Stamford, CT 06901 Tel. (203) 428.2040 October 3, 2006

EXHIBIT I TO EXHIBIT C TO ASSET PURCHASE AGREEMENT Net Perceptions, Inc. One Landmark Square, 22nd Floor Stamford, CT 06901 Tel. (203) 428.2040 October 3, 2006 CRC Acquisition Co. LLC c/o Riparian Partners, Ltd. 2400 Financial Plaza Providence, Rhode Island 02903 Attn: Brendan VanDeventer Re: Asset Purchase Agreement dated as of September 22, 2006, among CRC Acquisition Co. LLC, Net Perceptions, I

CREDIT AGREEMENT SIG ACQUISITION CORP., as Borrower THE LENDERS PARTY HERETO, as Lenders LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent dated as of October 3, 2006 LASALLE BANK NATIONAL ASSOCIATION, as Lead Arranger

CREDIT AGREEMENT among SIG ACQUISITION CORP., as Borrower THE LENDERS PARTY HERETO, as Lenders and LASALLE BANK NATIONAL ASSOCIATION, as Administrative Agent dated as of October 3, 2006 LASALLE BANK NATIONAL ASSOCIATION, as Lead Arranger TABLE OF CONTENTS Page ARTICLE I. DEFINITIONS 1 Section 1.1. Definitions 1 Section 1.2. Other Interpretive Provisions 25 ARTICLE II. COMMITMENTS OF THE LENDERS; B

FORM OF SWING LINE NOTE $ __________________________ October 3, 2006

Exhibit 10.6 FORM OF SWING LINE NOTE $ October 3, 2006 FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”), promises to pay to the order of LaSalle Bank National Association (“Swing Line Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135 South LaSalle Street, Chicago, Illinois 60603,

FORM OF REVOLVING CREDIT NOTE $ __________________________ October 3, 2006

Exhibit 10.3 FORM OF REVOLVING CREDIT NOTE $ October 3, 2006 FOR VALUE RECEIVED, the undersigned, SIG ACQUISITION CORP., a Delaware corporation (“Borrower”), promises to pay, on the Termination Date, as defined in the Credit Agreement (as hereinafter defined), to the order of (“Lender”) at the main office of LaSalle Bank National Association, as Administrative Agent, as hereinafter defined, at 135

ASSET PURCHASE AGREEMENT by and among CRC ACQUISITION CO. LLC, NET PERCEPTIONS, INC., SIG ACQUISITION CORP. Dated as of September 22, 2006 TABLE OF CONTENTS

ASSET PURCHASE AGREEMENT by and among CRC ACQUISITION CO. LLC, NET PERCEPTIONS, INC., and SIG ACQUISITION CORP. Dated as of September 22, 2006 TABLE OF CONTENTS Section Page 1. DEFINITIONS 1 2. PURCHASE AND ASSIGNMENT OF ASSETS OF SELLER 12 2.1. Assets Purchased 12 2.2. Retained Assets 13 2.3. Purchase Price and Costs 14 2.4. Closing and Post-Closing Adjustment 15 3. ASSUMPTION OF LIABILITIES 17 3

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-A/A Amendment No. 3 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NET PERCEPTIONS, INC. (Exact name of regist

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-A/A Amendment No. 3 For Registration of Certain Classes of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 NET PERCEPTIONS, INC. (Exact name of registrant as specified in its charter) Delaware 41-1844584 (State of incorporation or organization) (I.R.S Employer Identification No.) One Landmark Square

AMENDMENT NO. 3 TO RIGHTS AGREEMENT

AMENDMENT NO. 3 TO RIGHTS AGREEMENT This AMENDMENT NO. 3 to RIGHTS AGREEMENT (this “Amendment”) is being entered into as of September 22, 2006, between Net Perceptions, Inc., a Delaware corporation (the “Company”), and Wells Fargo Bank, N.A., as rights agent (the “Rights Agent”). The Company and the Rights Agent are parties to a Rights Agreement, dated as of June 1, 2001, as amended by Amendments

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Material Modification to Rights of Security Holders, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) September 22, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission

EQUITY COMPENSATION AGREEMENT

EQUITY COMPENSATION AGREEMENT This Equity Compensation Agreement (this “Agreement”) is entered into as of September 22, 2006 by and between NET PERCEPTIONS, INC.

NET PERCEPTIONS, INC. RESTRICTED STOCK AWARD AGREEMENT NICHOLAS SOKOLOW

NET PERCEPTIONS, INC. RESTRICTED STOCK AWARD AGREEMENT NICHOLAS SOKOLOW RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") made as of this 22nd day of September, 2006, by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901(the "Company"), and Nicholas Sokolow, an individual residing c/o Sokolow, Corr

KANDERS & COMPANY, INC. One Landmark Square, 22nd Floor Stamford, Connecticut 06901 September 22, 2006

KANDERS & COMPANY, INC. One Landmark Square, 22nd Floor Stamford, Connecticut 06901 September 22, 2006 Net Perceptions, Inc. One Landmark Square, 22nd floor Stamford, Connecticut 06901 Dear Sirs: We are pleased to set forth in this agreement (the “Agreement”) the terms of the retention of Kanders & Company, Inc. (the “Consultant”) by Net Perceptions, Inc. and its affiliates and subsidiaries (colle

EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (the "Agreement"), dated as of September 22, 2006 between Net Perceptions, Inc.

NET PERCEPTIONS, INC. RESTRICTED STOCK AWARD AGREEMENT DAVID A. JONES

NET PERCEPTIONS, INC. RESTRICTED STOCK AWARD AGREEMENT DAVID A. JONES RESTRICTED STOCK AWARD AGREEMENT (the "Agreement") made as of this 22nd day of September, 2006, by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901(the "Company"), and David A. Jones, an individual residing at 104 Ramhorne Road,

Net Perceptions, Inc. Announces Second Quarter 2006 Results

FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2006 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

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) August 8, 2006 Net Perceptions, Inc. (Exact name

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) August 8, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Net Perceptions, Inc. Announces First Quarter 2006 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc. (203) 428-2040 [email protected] Net Perceptions, Inc. Announces First Quarter 2006 Results STAMFORD, CONNECTICUT — May 15, 2006 — Net Perceptions, Inc. (OTC:NETP.PK) today announced financial results for the quarter ended March 31, 2006. Net Perceptions reported $19,000 in royalty revenues f

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) May 15, 2006 Net Perceptions, Inc. (Exact name o

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) May 15, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

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) May 1, 2006 Net Perceptions, Inc.

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) May 1, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File N

Employment Agreement Net Perceptions, Inc., with Nigel P. Ekern

Employment Agreement Net Perceptions, Inc., with Nigel P. Ekern This Employment Agreement (the "Agreement"), dated as of January 1, 2006, is entered into between Net Perceptions, Inc., a Delaware corporation (the "Company") and Nigel P. Ekern (the "Employee"). WITNESSETH: Whereas, the Company desires to employ the Employee and to be assured of his services on the terms and conditions hereinafter s

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Information Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive

Results of Operations and Financial Condition, Financial Statements and Exhibits

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) March 31, 2006 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS

Net Perceptions, Inc. Announces 2005 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc. (203) 428-2040 [email protected] Net Perceptions, Inc. Announces 2005 Results STAMFORD, CONNECTICUT — March 31, 2006 — Net Perceptions, Inc. (OTC:NETP.PK) today announced financial results for the quarter and fiscal year ended December 31, 2005. Net Perceptions reported $59,000 in revenues fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 000-25781 NET PERCEPTIONS, INC. (Exa

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4) Net Perceptions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64107U101 (CUSIP Number) with a copy to: Austin W. Marxe Allen B. Levithan, Esq. 527 Madison Avenue, Suite 2600 Lowenstein Sandler PC New York, New York 10022 65 Livingston

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2)* NET PERCEPTIONS, INC. Name of Issuer) COMMON STOCK, $.0001 PAR VALUE PER SHARE (Title of Class of Securities) 64107U101 (CUSIP Number) JANUARY 17, 2006 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 9, 2005 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (I

NET PERCEPTIONS, INC. 1999 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT

NET PERCEPTIONS, INC. 1999 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the “Agreement”) made as of this «numberdate» day of «month», «year», by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the “Company”), and «FirstName»«LastName», an individual residing in «citystate

NET PERCEPTIONS, INC. 2000 STOCK PLAN STOCK OPTION AGREEMENT

NET PERCEPTIONS, INC. 2000 STOCK PLAN STOCK OPTION AGREEMENT STOCK OPTION AGREEMENT (the "Agreement") made as of this «numberdate» day of «month», «year», by and between Net Perceptions, Inc., a Delaware corporation, having its principal office at One Landmark Square, 22nd Floor, Stamford, Connecticut 06901 (the "Company"), and «FirstName»«LastName», an individual residing in «citystate» (the "Opt

Net Perceptions, Inc. Announces Third Quarter 2005 Results

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc. (203) 428-2040 [email protected] Net Perceptions, Inc. Announces Third Quarter 2005 Results STAMFORD, CONNECTICUT —November 9, 2005 — Net Perceptions, Inc. (OTC:NETP) today announced financial results for the quarter ended September 30, 2005. Net Perceptions reported $17,000 in royalty revenu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 30, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

EX-99.1

Exhibit 99.1 FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc. (203) 428-2040 [email protected] Net Perceptions, Inc. Announces Second Quarter 2005 Results STAMFORD, CONNECTICUT - August 12, 2005 - Net Perceptions, Inc. (OTC:NETP.PK) today announced financial results for the quarter ended June 30, 2005. Net Perceptions reported $32,000 in royalty revenue

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 12, 2005 Net Perceptions, Inc. - (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 - - - - (State or other jurisdiction (Commission File Number) (IRS Employ

10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 - - FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2005 OR [] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2005 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

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) May 13, 2005 Net Perceptions, Inc. (Exact name o

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) May 13, 2005 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 (State or other jurisdiction of incorporation) (Commission File Number) (IRS E

Net Perceptions, Inc. Announces First Quarter 2005 Results

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc. (203) 428-2040 [email protected] Net Perceptions, Inc. Announces First Quarter 2005 Results STAMFORD, CONNECTICUT — May 13, 2005 — Net Perceptions, Inc. (OTC:NETP.PK) today announced financial results for the quarter ended March 31, 2005. Net Perceptions reported $10,000 in royalty revenues f

DEF 14A

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 |X| Filed by registrant || Filed by a party other than the registrant Check the appropriate box: || Preliminary proxy statement || Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) |X| Definitive proxy statement || Definitive additional materials || Soliciting material pursuant to Rule 14a-12 NET PERCEPTIONS, INC.

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) March 31, 2005 - Net Perceptions, Inc. - (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 - - (State or other jurisdiction (Commission File Number) (IRS Employer

EX-99.1

FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc.

EX-21.1

EXHIBIT 21.1 Net Perceptions Limited United Kingdom Net Perceptions Limited Hong Kong

10-K

================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

DECEMBER 31, 2004

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* NET PERCEPTIONS, INC. - Name of Issuer) Common Stock, $.0001 Par Value Per Share - (Title of Class of Securities) 64107U101 - (CUSIP Number) December 31, 2004 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designat

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3) Net Perceptions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64107U101 (CUSIP Number) with a copy to: Austin W. Marxe Allen B. Levithan, Esq. 153 East 53rd Street Lowenstein Sandler PC New York, New York 10022 65 Livingston Avenue Ro

FORM 10-Q

================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 - - FORM 10-Q (MARK ONE) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .

SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* NET PERCEPTIONS, INC. - Name of Issuer) Common Stock, $.0001 Par Value Per Share - (Title of Class of Securities) 64107U101 - (CUSIP Number) October 20, 2004 - (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate

EX-99.1

FOR IMMEDIATE RELEASE CONTACT: NIGEL EKERN (203) 428-2040 NET PERCEPTIONS, INC. ANNOUNCES NASDAQ DELISTING Stamford, Connecticut - September 2, 2004 - Net Perceptions, Inc. (NasdaqSC:NETP) today announced that Nasdaq had notified the Company on September 1, 2004, of the Nasdaq Listing Qualifications Panel's (the "Panel") decision, following a hearing on July 29, 2004, that the Company's securities

FORM 8-K

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): September 1, 2004 - Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25781 41-1844584 - - (State or other jurisdiction (Commission File Number

QUARTERLY REPORT

================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 - - FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO .

EX-99.1

FOR IMMEDIATE RELEASE July 15, 2004 Contact: Nigel P. Ekern Chief Administrative Officer Net Perceptions, Inc. (203) 428-2040 NET PERCEPTIONS ANNOUNCES THE APPOINTMENT OF INDEPENDENT MEMBER TO BOARD OF DIRECTORS STAMFORD, CONNECTICUT - NET PERCEPTIONS, INC. (NASDAQ:NETP) today announced the appointment of Gianmaria C. Delzanno to fill the vacancy on the Company's four member Board of Directors thr

FORM 8-K

================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

EX-99.1

EXHIBIT 99.1 FOR IMMEDIATE RELEASE CONTACT Nigel Ekern Chief Administrative Officer Net Perceptions, Inc. (203) 428-2040 NET PERCEPTIONS, INC. RECEIVES NASDAQ DELISTING NOTICE - COMPANY APPEALS DECISION Stamford, Connecticut - June 25, 2004 - Net Perceptions, Inc (Nasdaq: NETP) today announced that it received a letter dated June 22, 2004 from the Nasdaq Listing Qualification Staff notifying the C

Current Report

=============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by registrant Filed by a party other than the registrant Check the appropriate box: Preliminary proxy statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2) Definitive proxy statement Definitive additional materials Soliciting material pursuant to Rule 14a-12 Net Perceptions, Inc.

2% Convertible Subordinated Note

Exhibit 4.9 THIS CONVERTIBLE SUBORDINATED NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE SUBORDINATED NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. IN ADDITION, THIS CONVERTI

Convertible Note Purchase Agreement

exv10w1 Exhibit 10.1 CONVERTIBLE NOTE PURCHASE AGREEMENT dated as of April 21, 2004 by and among Net Perceptions, Inc., a Delaware corporation, as Issuer and Seller and Olden Acquisition LLC, as Purchaser CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”) dated as of April 21, 2004, by and among Net Perceptions, Inc., a Delaware corporation (the “Seller”), and Olden Acquisition, LLC, a Delawar

Registration Rights Agreement

exv4w10 Exhibit 4.10 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April 21, 2004, among Net Perceptions, Inc., a Delaware corporation (the “Company”), and Olden Acquisition LLC, a Delaware limited liability company (the “Purchaser”). WITNESSETH: WHEREAS, the parties hereto are parties to a certain Convertible Note Purchase Agree

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q

e10vq Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2004 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to .

EX-99.4

REGISTRATION RIGHTS AGREEMENT - This Registration Rights Agreement (this "Agreement") is made and entered into as of April 21, 2004, among Net Perceptions, Inc.

EX-99.3

THIS CONVERTIBLE SUBORDINATED NOTE AND THE SHARES OF COMMON STOCK ISSUABLE UPON CONVERSION OF THIS CONVERTIBLE SUBORDINATED NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER SUCH ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.

EX-99.1

SCHEDULE 13D JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this "Agreement") agree that each of the undersigned is responsible for the timely filing of this statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained herein or therein; but none of the undersigned is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

SCHEDULE 13D

Page 1 of 8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 NET PERCEPTIONS, INC. - - (Name of Issuer) Common Stock, par value $0.0001 per share - - (Title of Class of Securities) 64107U101 - - (CUSIP Number) Robert L. Lawrence, Esq. Kane Kessler, P.C. 1350 Avenue of the Americas, 26th Floor New York, NY 10019 (212) 541

EX-99.2

================================================================================ CONVERTIBLE NOTE PURCHASE AGREEMENT DATED AS OF APRIL 21, 2004 BY AND AMONG NET PERCEPTIONS, INC.

SC 13D/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 - SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT NO. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Item 1. Description of Registrant's Secur

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A AMENDMENT NO. 2 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Net Perceptions, Inc. (Exact name of registrant as specified in its charter) Delaware 41-1844584 (State of Incorporation or Organization) (IRS Employer Identification No.) One Pickwick Plaza,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K Item 5. Other Events and Required FD Disclosure. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. NET PERCEPTIONS ANNOUNCES COMPLETION OF STRA

8K Form 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 April 21, 2004 Date of Report (Date of earliest event reported) NET PERCEPTIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25781 41-1844584 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

e10vk Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

List of Subsidiaries

exv21w1 Exhibit 21.1 Net Perceptions Limited United Kingdom Net Perceptions Limited Hong Kong

SC TO-T/A

================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

PRESS RELEASE 4/2/04

Filed by Obsidian Enterprises, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Net Perceptions, Inc. Registration Statement No. 333-111191 Date: April 2, 2004 FOR IMMEDIATE RELEASE April 2, 2004 OBSIDIAN ENTERPRISES (OTCBB: OBDE) WITHDRAWS OFFER FOR NET PERCEPTIONS (NASDAQ: NETP) Obsidian Withdraws Offer to Net Perceptions' Shareholders Following Sale of Net Perceptions

EX-99

Exhibit (a)(5)(xii) FOR IMMEDIATE RELEASE April 2, 2004 OBSIDIAN ENTERPRISES (OTCBB: OBDE) WITHDRAWS OFFER FOR NET PERCEPTIONS (NASDAQ: NETP) Obsidian Withdraws Offer to Net Perceptions' Shareholders Following Sale of Net Perceptions' Patent Portfolio INDIANAPOLIS, April 2, 2004 - Obsidian Enterprises, Inc.

Press Release

exv16 Exhibit 16 FOR IMMEDIATE RELEASE March 31, 2004 Contact: Tom Donnelly President and Chief Financial Officer Net Perceptions, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) Net Perceptions, Inc. (Name of Subject Comp

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 8) Net Perceptions, Inc. (Name of Subject Company) Net Perceptions, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securit

FORM 8-K

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 March 31, 2004 - Date of report (Date of earliest event reported) NET PERCEPTIONS, INC. - (Exact Name of Registrant as Specified in Charter) Delaware 000-25781 41-1844584 - - - - (State or Other Jurisdiction of (Commission File No.)

SC 13D/A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 - SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.

OBSIDIAN 425 03/30/2004

Filed by Obsidian Enterprises, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Net Perceptions, Inc. Registration Statement No. 333-111191 Date: March 30, 2004 FOR IMMEDIATE RELEASE MARCH 30, 2004 OBSIDIAN ENTERPRISES (OTCBB: OBDE) ANNOUNCES EXTENSION OF EXCHANGE OFFER FOR NET PERCEPTIONS (NASDAQ: NETP) INDIANAPOLIS, March 30, 2004 - Obsidian Enterprises, Inc. (OTCBB: O

OBSIDIAN 03/30/04

================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 7) Net Perceptions, Inc. (Name of Subject Comp

sc14d9za Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

OBSIDIAN TO-T/A 03/29/04

================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 000-25781 CUSIP Number: 64107U101 NOTIFICATION OF LATE FILING (Check One): [x] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR [ ] Form N-CSR For Period Ended: December 31, 2003 [ ] Transition Report on Form 10-K [ ] Transition Report on Form 20-F [ ] Transition Report on

Current Report

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 March 23, 2004 Date of Report (Date of earliest event reported) NET PERCEPTIONS, INC. (Exact Name of Registrant as Specified in Charter) Delaware 000-25781 41-1844584 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o De

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Contact: Net Perceptions’ Board Rejects Obsidian’s Further Revised Exchange Offer; Urges Stockholders To Vote In Favor of Plan of Liquidation

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 NET PERCEPTIONS, INC.

Press Release

exv15 Exhibit 15 FOR IMMEDIATE RELEASE Contact: Tom Donnelly President and Chief Financial Officer Net Perceptions, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) Net Perceptions, Inc. (Name of Subject Comp

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 6) Net Perceptions, Inc. (Name of Subject Company) Net Perceptions, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securit

OBSIDIAN SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 11) NET PERCEPTIONS, INC. (Name of Subject Company (Issuer)) OBSIDIAN ENTERPRISES, INC. (Names of Filing Person (Offeror)) COMMON STOCK, PAR VALUE $.0001 PER SHARE (Title of Class of Securities) - 64107 U

PRESS RELEASE 03/17/2004

Filed by Obsidian Enterprises, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Net Perceptions, Inc. Registration Statement No. 333-111191 Date: March 18, 2004 FOR IMMEDIATE RELEASE MARCH 18, 2004 OBSIDIAN ENTERPRISES (OTCBB: OBDE) INCREASES OFFER FOR NET PERCEPTIONS (NASDAQ: NETP) AND ANNOUNCES EXTENSION OF THE EXCHANGE OFFER INDIANAPOLIS, March 18, 2004 - Obsidian Ent

SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

EX-99

EXHIBIT 99 FOR IMMEDIATE RELEASE MARCH 18, 2004 OBSIDIAN ENTERPRISES (OTCBB: OBDE) INCREASES OFFER FOR NET PERCEPTIONS (NASDAQ: NETP) AND ANNOUNCES EXTENSION OF THE EXCHANGE OFFER INDIANAPOLIS, March 18, 2004 - Obsidian Enterprises, Inc.

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Net Perceptions, Inc. 7700 France Avenue South Edina, MN 55435 YOUR VOTE IS IMPORTANT

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 NET PERCEPTIONS, INC.

EX-99

WAIT! There's an easier way to vote your shares of Net Perceptions, Inc. 24 Hours a Day - 7 Days a Week Vote by Telephone Vote by Internet It's fast, convenient and your vote is immediately It's fast, convenient and your vote is immediately confirmed and posted. confirmed and posted. Go to website: WWW.PROXYVOTE.COM Just follow these three easy steps: Just follow these three easy steps: - - - - -

DEFA14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 NET PERCEPTIONS, INC.

SCHEDULE 14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 NET PERCEPTIONS, INC.

SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 10) NET PERCEPTIONS, INC. (Name of Subject Company (Issuer)) OBSIDIAN ENTERPRISES, INC. (Names of Filing Person (Offeror)) COMMON STOCK, PAR VALUE $.0001 PER SHARE (Title of Class of Securities) 64107 U 1

EX-99

EXHIBIT 99.(a)(5)(ix) FOR IMMEDIATE RELEASE MARCH 11, 2004 Obsidian (OTCBB: OBDE) Releases Statement Responding to Release by Net Perceptions' (Nasdaq: NETP) Management INDIANAPOLIS, March 11, 2004 - Obsidian Enterprises, Inc. released a statement by its Chairman Timothy S. Durham: "We were disappointed in the lack of balance in the Press Release issued by Net Perceptions on March 10, 2004. The Bo

OBSIDIARN TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 9) NET PERCEPTIONS, INC. (Name of Subject Company (Issuer)) OBSIDIAN ENTERPRISES, INC. (Names of Filing Person (Offeror)) COMMON STOCK, PAR VALUE $.0001 PER SHARE (Title of Class of Securities) 64107 U 10

DEFINITIVE ADDITIONAL MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

PRESS RELEASE 3/11/04

Filed by Obsidian Enterprises, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Net Perceptions, Inc. Registration Statement No. 333-111191 Date: March 11, 2004 FOR IMMEDIATE RELEASE MARCH 11, 2004 Obsidian (OTCBB: OBDE) Releases Statement Responding to Release by Net Perceptions' (Nasdaq: NETP) Management INDIANAPOLIS, March 11, 2004 - Obsidian Enterprises, Inc. release

Net Perceptions’ Board Rejects Revised Obsidian Exchange Offer; Urges Stockholders To Vote In Favor of Plan of Liquidation; Court Grants Company’s Motion To Dismiss Blakstad Lawsuit

exv14 Exhibit 14 FOR RELEASE 8:00 AM E.S.T. MARCH 10, 2004 Contact: Tom Donnelly President and Chief Financial Officer Net Perceptions, Inc. 952-842-5400 [email protected] Net Perceptions’ Board Rejects Revised Obsidian Exchange Offer; Urges Stockholders To Vote In Favor of Plan of Liquidation; Court Grants Company’s Motion To Dismiss Blakstad Lawsuit MINNEAPOLIS — Net Perceptions, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o De

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Net Perceptions, Inc. (Name of Subject Comp

sc14d9za UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14D-9/A SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) Net Perceptions, Inc. (Name of Subject Company) Net Perceptions, Inc. (Name of Person(s) Filing Statement) Common Stock, par value $0.0001 per share (Title of Class of Securities) 6410

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

defa14a UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o De

EX-99

EXHIBIT 99 FOR IMMEDIATE RELEASE MARCH 9, 2004 OBSIDIAN ENTERPRISES COMMENCES PROXY SOLICITATION IN CONNECTION WITH NET PERCEPTIONS' SPECIAL MEETING AND URGES STOCKHOLDERS TO ACT IMMEDIATELY TO VOTE AGAINST NET PERCEPTIONS' PLAN OF LIQUIDATION OBSIDIAN (OTCBB: OBDE) FILES DEFINITIVE PROXY MATERIALS WITH THE SEC AND COMMENCES SOLICITATION IN OPPOSITION TO NET PERCEPTIONS' (NASDAQ: NETP) MANAGEMENT INDIANAPOLIS, March 9, 2004 - Obsidian Enterprises, Inc.

OBSIDIAN SCHEDULE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

OBSIDIARN RULE 425

Filed by Obsidian Enterprises, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Net Perceptions, Inc. Registration Statement No. 333-111191 Date: March 9, 2004 FOR IMMEDIATE RELEASE MARCH 9, 2004 OBSIDIAN ENTERPRISES COMMENCES PROXY SOLICITATION IN CONNECTION WITH NET PERCEPTIONS' SPECIAL MEETING AND URGES STOCKHOLDERS TO ACT IMMEDIATELY TO VOTE AGAINST NET PERCEPTIONS'

OBSIDIARN RULE 425

Filed by Obsidian Enterprises, Inc. Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Net Perceptions, Inc. Registration Statement No. 333-111191 Date: March 9, 2004 FOR IMMEDIATE RELEASE MARCH 9, 2004 OBSIDIAN ENTERPRISES COMMENCES PROXY SOLICITATION IN CONNECTION WITH NET PERCEPTIONS' SPECIAL MEETING AND URGES STOCKHOLDERS TO ACT IMMEDIATELY TO VOTE AGAINST NET PERCEPTIONS'

OBSIDIARN SCHEDULE TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 8) NET PERCEPTIONS, INC. (Name of Subject Company (Issuer)) OBSIDIAN ENTERPRISES, INC. (Names of Filing Person (Offeror)) COMMON STOCK, PAR VALUE $.0001 PER SHARE (Title of Class of Securities) 64107 U 10

PRESS RELEASE

Filed by Obsidian Enterprises, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Net Perceptions, Inc. Registration Statement No. 333-111191 Date: March 5, 2004 FOR IMMEDIATE RELEASE MARCH 5, 2004 OBSIDIAN ENTERPRISES INCREASES OFFER FOR NET PERCEPTIONS Obsidian (OTCBB: OBDE) Increases Offe

OBSIDIAN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

EX-99

FOR IMMEDIATE RELEASE MARCH 5, 2004 OBSIDIAN ENTERPRISES INCREASES OFFER FOR NET PERCEPTIONS Obsidian (OTCBB: OBDE) Increases Offer Directly to Net Perceptions' (Nasdaq: NETP) Shareholders and Offers them the Opportunity to Receive Twenty Cents ($0.

PRRN14A

[Explanatory Note: The following proxy materials are identical to those filed earlier today except that the following are marked to show changes from the revised preliminary proxy soliciting materials filed by Obsidian on March 2, 2004.

SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 7) NET PERCEPTIONS, INC. (Name of Subject Company (Issuer)) OBSIDIAN ENTERPRISES, INC. (Names of Filing Person (Offeror)) COMMON STOCK, PAR VALUE $.0001 PER SHARE (Title of Class of Securities) 64107 U 10

EX-99

- - NET PERCEPTIONS STOCKHOLDERS: o THE MARCH 12 SPECIAL MEETING TO APPROVE MANAGEMENT'S PROPOSED PLAN OF LIQUIDATION IS NOW A WEEK AWAY o OBSIDIAN'S OFFER TO EXCHANGE OUR STOCK FOR NET PERCEPTIONS STOCK IS NOW SCHEDULED TO EXPIRE ON MARCH 17, 2004 o APPROVAL OF THE PROPOSED PLAN OF LIQUIDATION WILL: o TERMINATE THE EXISTENCE OF NET PERCEPTIONS AND o ELIMINATE YOUR ABILITY TO RECEIVE ANYTHING MORE

STOP LETTER

Filed by Obsidian Enterprises, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Net Perceptions, Inc. Registration Statement No. 333-111191 Date: March 5, 2004 - - NET PERCEPTIONS STOCKHOLDERS: o THE MARCH 12 SPECIAL MEETING TO APPROVE MANAGEMENT'S PROPOSED PLAN OF LIQUIDATION IS NOW A WEE

PRRN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)

PRRN14A

[Explanatory Note: The following proxy materials were previously filed by Obsidian Enterprises, Inc.

425

- - AN IMPORTANT MESSAGE FOR NET PERCEPTIONS STOCKHOLDERS o APPROVAL OF MANAGEMENT'S PROPOSED LIQUIDATION COULD JEOPARDIZE YOUR ABILITY TO RECEIVE THE FULL VALUE OF YOUR INVESTMENT o YOU, THE STOCKHOLDERS, SHOULD HAVE THE RIGHT TO CHOOSE THE BEST WAY TO RECEIVE FULL VALUE FOR YOUR INVESTMENT! o DO NOT RETURN MANAGEMENT'S WHITE PROXY CARD FOR ANY REASON, EVEN AS A PROTEST! o WAIT UNTIL YOU HAVE RECEIVED OUR PROXY STATEMENT AND BLUE PROXY CARD BEFORE MAKING ANY VOTING DECISIONS - - February 27, 2004 Dear Net Perceptions, Inc.

SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) NET PERCEPTIONS, INC. (Name of Subject Company (Issuer)) OBSIDIAN ENTERPRISES, INC. (Names of Filing Person (Offeror)) COMMON STOCK, PAR VALUE $.0001 PER SHARE (Title of Class of Securities) 64107 U 10

EX-20

- - AN IMPORTANT MESSAGE FOR NET PERCEPTIONS STOCKHOLDERS o APPROVAL OF MANAGEMENT'S PROPOSED LIQUIDATION COULD JEOPARDIZE YOUR ABILITY TO RECEIVE THE FULL VALUE OF YOUR INVESTMENT o YOU, THE STOCKHOLDERS, SHOULD HAVE THE RIGHT TO CHOOSE THE BEST WAY TO RECEIVE FULL VALUE FOR YOUR INVESTMENT! o DO NOT RETURN MANAGEMENT'S WHITE PROXY CARD FOR ANY REASON, EVEN AS A PROTEST! o WAIT UNTIL YOU HAVE RECEIVED OUR PROXY STATEMENT AND BLUE PROXY CARD BEFORE MAKING ANY VOTING DECISIONS - - February 27, 2004 Dear Net Perceptions, Inc.

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 NET PERCEPTIONS, INC. ANNOUNCES FILING OF SUPPLEMENT TO PROXY STATEMENT Additional Information About the Plan of Liquidation and Where to Find I

Schedule 14A SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [ X ] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ X ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 NET PERCEPTIONS, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

defa14a OMB APPROVAL OMB Number: 3235-0059 Expires: February 28, 2006 Estimated average burden hours per response 12.

425

FOR IMMEDIATE RELEASE FEBRUARY 20, 2004 OBSIDIAN ENTERPRISES (OTCBB: OBDE) EXTENDS EXCHANGE OFFER FOR NET PERCEPTIONS' (NASDAQ: NETP) SHARES TO MARCH 17, 2004 AND ANNOUNCES REVERSE STOCK SPLIT INDIANAPOLIS, February 20, 2004 - Obsidian Enterprises, Inc.

SC TO-T/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 5) NET PERCEPTIONS, INC. (Name of Subject Company (Issuer)) OBSIDIAN ENTERPRISES, INC. (Names of Filing Person (Offeror)) COMMON STOCK, PAR VALUE $.0001 PER SHARE (Title of Class of Securities) 64107 U 10

EX-99

FOR IMMEDIATE RELEASE FEBRUARY 20, 2004 OBSIDIAN ENTERPRISES (OTCBB: OBDE) EXTENDS EXCHANGE OFFER FOR NET PERCEPTIONS' (NASDAQ: NETP) SHARES TO MARCH 17, 2004 AND ANNOUNCES REVERSE STOCK SPLIT INDIANAPOLIS, February 20, 2004 - Obsidian Enterprises, Inc.

OBSIDIAN SCHEDULE TO/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 (Amendment No. 4) NET PERCEPTIONS, INC. (Name of Subject Company (Issuer)) OBSIDIAN ENTERPRISES, INC. (Names of Filing Person (Offeror)) COMMON STOCK, PAR VALUE $.0001 PER SHARE (Title of Class of Securities) 64107 U 10

OBSIDIARN 425

Filed by Obsidian Enterprises, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Net Perceptions, Inc. Registration Statement No. 333-111191 Date: February 17, 2004 FOR IMMEDIATE RELEASE FEBRUARY 17, 2004 OBSIDIAN ENTERPRISES (OTCBB: OBSD) FILES PRELIMINARY PROXY MATERIALS AND INTENDS TO SO

OBSIDIAN PREC 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [ ] Filed by a Party other than the Registrant [X] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2) Net Perceptions, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 64107U101 (CUSIP Number) with a copy to: Austin W. Marxe Allen B. Levithan, Esq. 153 East 53rd Street Lowenstein Sandler PC New York, New York 10022 65 Livingston Avenue Ro

SCHEDULE 14A

SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [X] Definitive Additional Materials [ ] Soliciting Material Pursuant to Rule 14a-12 NET PERCEPTIONS, INC.