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 5, 1999
Colmena Corp. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)
0-27842 (Commission File Number)
54-1778587 (IRS Employer Identification No.)
3896 North Federal Highway, Lighthouse Point, Florida 33064 (Address of
principal executive
offices) (Zip Code)
Registrant's telephone number, including area code: (954) 941-2280
25100 Detroit Road, Westlake, Ohio 44145 (former
address as changed since last report)
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Item 1. Change in Control of Registrant
A. New Officers and Directors of Registrant and Subsidiary
On May 4, 1999, Richard C. Peplin, Jr. resigned from all offices and
directorships held in the Registrant and its sole remaining subsidiary,
Tech-Tel Communications, Inc.
The resignation did not involve any disagreements with any corporate
officers or directors, but rather, was based solely on personal reasons
involving former subsidiaries of the Registrant now personally owned by Mr.
Peplin.
Mr. Peplin has been replaced as the Registrant's President by Anthony Q.
Joffe and as the President and Director of Tech-Tel, by Ms. Arlene Powers.
B. Biographies of New Directors and Officers
Anthony Q. Joffe, Director and President of the Registrant
Anthony Q. Joffe, age 56, holds a degree in Aeronautical Engineering
Management from Boston University, Boston, Massachusetts. Subsequent to his
graduation, Mr. Joffe was employed as the Quality Control Manager for
Cognitronics Corporation, a computer manufacturer, where he was responsible for
overseeing the U.S. Air Force compliance testing program as well as normal
day-to-day management. In 1967, Mr. Joffe was employed by General Electric as a
production engineer in the insulating materials field. In 1970, Mr. Joffe was
employed by King's Electronics, a RF coaxial connector manufacturer, where he
was responsible for major accounts and guided the field sales force. In 1973,
Mr. Joffe was one of the founders and Vice-President of J.S. Love Associates,
Inc., a commodity brokerage house no longer in operation (then headquartered in
New York City). In 1976, Mr. Joffe formed and served as President and Chief
Operating Officer of London Futures, Ltd., a commodity broker with 275 employees
in nine offices. London Futures, Ltd. was closed in 1979 and Mr. Joffe moved to
Florida. From 1979 until 1986, Mr. Joffe was Vice President of Gramco Holdings,
Inc. (and its predecessor companies), a firm which owned and operated a variety
of companies. These companies included five cemeteries and funeral homes in
Broward County, Florida, a 33 acre marina, a general contracting company, a boat
title insurance underwriting firm, three restaurants, a real estate brokerage
company, a mortgage brokerage company and a leasing company. His
responsibilities involved supervision of the day-to-day operations and new
business development. From 1986 to 1991, Mr. Joffe served as consultant and/or
principal to a variety of small businesses in the South Florida area. In 1989
Mr. Joffe became President of Windy City Capital Corp., a small publicly traded,
reporting company that was originally formed as a "blind pool" for the express
purpose of finding an acquisition candidate. Eventually, a reverse merger was
consummated with a computer software company from Pennsylvania. Mr. Joffe then
took the position of President of Rare Earth Metals, Inc. (and its predecessor
companies), a small publicly traded company which purchased Spinecare, Inc., a
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medical clinic in New York. Spinecare changed its name to Americare Health Group
and changed its state of domicile to Delaware. Since March of 1993, Mr. Joffe
has performed consulting services for First Commodities, Inc., an Atlanta based
commodities firm, and has been involved in fund raising for the Multiple
Sclerosis Foundation. He also assisted Digital Interactive Associates and IVDS
Partnership with financial affairs in conjunction with their successful bid to
the Federal Communications Commission for licenses in the cities of Atlanta,
Georgia, Minneapolis/St. Paul, Minnesota, and Kansas City, Missouri. Mr. Joffe
served as the interim president of Madison Sports & Entertainment Group, Inc., a
publicly held Utah corporation then headquartered in Fort Lauderdale, Florida,
from September 1, 1994, until February 16, 1994, at which time he became its
vice president and vice chairman, chief operating officer, treasurer and chief
financial officer until he resigned in 1996. Since 1996, he has founded a boat
financing company and joined NorthStar Capital ("NorthStar") as Managing
Director. NorthStar is an investment banking firm with offices in Stamford,
Connecticut and Boca Raton, Florida which specializes in assisting small to mid
size private and publicly traded companies with business and financial planning;
acquisition and divestiture; financial public relations and market position
advice; and, treasury services. Mr. Joffe has, since November of 1998, served as
a member of the Board of Directors of Equity Growth Systems, Inc., a publicly
held Delaware corporation.
Arlene Powers, Sole Director and President of Tech-Tel Communications, Inc.
Arlene Powers is the Sole Director and President of TechTel Communications, Inc.
Ms. Powers is responsible for all the day-to-day operations of the Company. Ms.
Powers, was international sales coordinator for Parma International, Inc., from
1982 to 1987. Parma International is a remote control race car manufacturing
company, headquartered in North Royalton, Ohio. Ms. Powers was responsible for
the sale and export of remote control race cars and accessories to countries
including Asia, South Africa and England. Ms. Powers joined Norstan
Communications, Inc., from 1987 to 1992 as a marketing specialist. Norstan,
Inc., a leader in the sales and service of telecommunications products, is
located in Brecksville, Ohio. Ms. Powers was responsible for the creation of
marketing materials and the execution of the awards program for the President's
Club. From 1992 to 1995, Ms. Powers and two associates formed Aftco Link
Systems, a record 4250 billing company. Aftco Link Systems billed patients for
televison and telephone service, directly on their home telephone bill,
alleviating the need for non-medical personnel to collect for these services in
the hospital. From 1994 to 1995, Ms. Powers was hired away by Telecable Inc., a
Ft. Lauderdale, Florida telecommunications and cable television company that
provided service primarily to the hospitality industry. Ms. Powers served as an
analyst until the company closed in 1995. In 1995, Ms. Powers was immediately
hired by Viatech Communications, Inc. as their regulatory and advertising
manager. In 1997 the owners of Viatech Communications formed RCP Communications,
a former subsidiary of Colmena Corp., Ms. Powers took on the responsibilities of
regulatory manager. Then in 1998, she took over the duties of regulatory manager
for Tech Tel Communications, where she has now become President and sole member
of the Board of Directors.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COLMENA CORP.,
A Delaware corporation
(Registrant)
Date: May 14, 1999
By: /s/ Anthony Q. Joffe
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/s/ Anthony Q. Joffe, President
