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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Electronic Transmission Corporation
(Name of Issuer)
Common Stock, $.001 par value
(Title of Class of Securities)
286002100
(CUSIP Number)
Robert E. Fortier
5025 Arapaho Road, Suite 515
Dallas, Texas 75248
(972) 980-0900
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
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SCHEDULE 13D
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CUSIP No. 286002100
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1) Name of Reporting Person.
S.S. or I.R.S. Identification No. of Above Person
Robert E. Fortier
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
a) [ ] b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions) 00
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) [ ]
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6) Citizenship or Place of Organization. United States
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Number of 7) Sole Voting Power 3,709,236
Shares Bene-
ficially Owned --------------------------------------------------------------
by Each 8) Shared Voting Power -0-
Reporting
Person With --------------------------------------------------------------
9) Sole Dispositive Power 3,709,236
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10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,709,236
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [X]
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13) Percent of Class Represented by Amount in Row (11) 42%
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14) Type of Reporting Person (See Instructions)
IN
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ITEM 1. SECURITY AND ISSUES.
This statement on Schedule 13D relates to shares of common stock, $.001
par value ("Shares") of Electronic Transmission Corporation, a Delaware
corporation (the "Issuer"). The address of the principal executive offices of
the Issuer is 5025 Arapaho Road, Suite 515, Dallas, Texas 75248.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Robert E. Fortier
(b) 5025 Arapaho Road, Suite 515, Dallas, Texas 75248.
(c) President and Chief Executive Officer of Electronic
Transmission Corporation, 5025 Arapaho Road, Suite 515,
Dallas, Texas 75248.
(d) No.
(e) No.
(f) United States
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Fortier acquired the Shares in connection with the acquisition by
the Issuer of 100% of the issued and outstanding shares of stock of Health Plan
Initiatives, Inc., a Texas corporation ("HPI"). HPI was owned 100% by Mr.
Fortier. The acquisition was accomplished through the merger of ETC Acquisition
Corp., a Texas corporation and wholly-owned subsidiary of the Issuer ("ETC
Acquisition"), with and into HPI. Upon consummation of the merger with ETC
Acquisition, HPI became a wholly-owned subsidiary of the Issuer. The relative
value of HPI and number of Shares received by Mr. Fortier was determined by
negotiations between the Issuer's board of directors and Mr. Fortier. Since the
respective acquisition involved all stock, there was no financing or other
consideration.
ITEM 4. PURPOSE OF TRANSACTION.
HPI offers services similar to the Issuer. The purpose of the
transaction is to utilize business and management synergies at the Issuer and
HPI to improve, if possible, the business of the Issuer. Mr. Fortier will
continue to review his ownership in the Shares. Mr. Fortier reserves the right
to acquire additional Shares, maintain his current equity position or dispose of
all or a portion of his Shares. Other than as set forth above, Mr. Fortier does
not currently have plans or proposals which would result in any of the actions
set forth in parts (a) through (j) of this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the close of business on February 1, 1999, Mr. Fortier
beneficially owned 3,709,236 Shares or approximately 42% of the Issuer's
outstanding 8,831,514 Shares. As part of his Employment Agreement with the
issuer, Mr. Fortier also has the right to receive on the date of commencement of
the second renewal term, an option to purchase the equivalent of 3% of the
outstanding Shares calculated on a fully diluted basis, if he remains employed
with the Issuer on the
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date of grant. The exercise price shall be the average trading price of the
stock on the date of grant. Since the option under Mr. Fortier's Employment
Agreement has not been granted, Mr. Fortier disclaims beneficial ownership of
any Shares underlying such option.
(b) Mr. Fortier has the sole voting and dispositive power with respect
to the 3,709,236 Shares he owns.
(c) No other transactions in the Issuer's Shares were effected during
the past 60 days.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
As part of the transaction, Mr. Fortier and the Issuer entered into a
Registration Rights Agreement which gives Mr. Fortier certain demand and
piggy-back registration rights. At the current time, Mr. Fortier does not have
plans to demand registration of his Shares. However, Mr. Fortier reserves the
right to exercise his registration rights as circumstances may determine.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete, and
correct.
Date: February 9, 1999 /s/ ROBERT E. FORTIER
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ROBERT E. FORTIER
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