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 19, 2000
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ALTREX INCORPORATED
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(Exact name of registrant as specified in its charter)
NEVADA 000-26183 91-1932068
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
157 SOUTH HOWARD STREET, 6TH FLOOR
SPOKANE, WASHINGTON 99201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (509) 626-8289
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SPECIAL NOTE: At the Special Meeting of the Shareholders, held on December
19, 2000, it was voted on and approved by a majority of the Shareholders to
proceed with the transaction as proposed within the Acquisition Agreement and
Plan of Reorganization between Altrex and The Internet CallCentre Pte Ltd.
SUBJECT TO SATISFACTORY COMPLETION OF THE CONTINUING DUE DILIGENCE BEING
PERFORMED BY THE OFFICERS AND DIRECTORS OF ALTREX. Since Altrex is still
performing its due diligence on ICALL, the decision to complete the
transaction, or not, will be in the sole discretion of the Altrex Board of
Directors. While it is expected that the transaction contemplated thereby
will be completed, or abandoned, by January 31, 2001, the Board shall have
until February 15, 2001, to make such a decision.
Altrex will file a subsequent Form 8-K with the SEC upon making any decision
to proceed or abandon the proposed transaction with ICALL.
The information set forth below and within this Form 8-K reflects those
events contemplated by the Acquisition Agreement and Plan of Reorganization
as it stands to date, which are still subject to the Altrex continued due
diligence. Please note that there may be changes as a result of the ongoing
due diligence. If there are, an amended Form 8-K will be provided to the SEC
setting forth any new terms and conditions.
Item 1. Changes in Control of Registrant (see SPECIAL NOTE above).
On December 19, 2000; a majority vote by the stockholders of Altrex,
Inc. ("Altrex") approved (1) an Acquisition Agreement and Plan of
Reorganization whereby Altrex issued 6,500,000 shares of its common stock in
exchange for all of the issued and outstanding shares of The Internet
CallCentre Pte Ltd. ("ICALL"), a Singapore corporation, whereby ICALL became
a wholly-owned subsidiary of Altrex, (2) the stockholders voted and approved
a name change from Altrex, Inc. to iCall Systems, Inc., (3) stockholders
voted and approved to elect Terence Seah, Ranjeet Sundher, and Daniel Regidor
as the new directors of Altrex, thereby replacing the two previous directors
of Altrex, Inc., Christopher George and Monte George, (4) for a period of two
years from the closing date of the Acquisition it shall require a 100%
approval from the shareholders to "roll-back" the number of issued and
outstanding shares, and (5) for a period of one year from the date of the
Acquisition there shall be no SEC registration for sale of the shares issued
to the ICALL shareholders in connection with the Acquisition
iCall Systems, Inc. ("the Company"), post Acquisition, will have 11,512,000
common shares issued and outstanding. Beneficial ownership of the Company, as
of the close of the Acquisition, was as follows:
#of Shares Percent of
Shareholders Shares Held Shares Held
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Terence Seah (1) 1,174,867 10.2%
Ho Chin Beng (2) 1,057,381 9.2%
Hee Fook Choy, Ronald (3) 626,596 5.4%
Other Officers and Directors (4) 480,996 4.2%
Other iCall Shareholders (5) 3,160,160 27.5%
Approximately 42
Altrex shareholders (6) 5,012,000 43.5%
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TOTAL 11,512,000
(1) Director of the Company, President/CEO of ICALL.
(2) Chairman of the Board of ICALL.
(3) Executive Director of ICALL.
(4) Other Officers and Directors of ICALL, none hold greater than 5.0% of the
outstanding shares.
(5) Other shareholders of ICALL that either bought or earned shares in ICALL.
(6) Approximate number of shareholders both pre and post Acquisition. No one
shareholder is a beneficial owner of more than 5.0% of the stock.
Note: The original officers and directors of Altrex, Christopher George and
Monte George, as of the date of the Acquisition, will own 9,000 and 3,000
shares of the Company.
Note: On December 1, 2000, the Company filed its Form DEF-14A with the
Security and Exchange Commission ("SEC") detailing the Acquisition Agreement
and Plan of Reorganization between Altrex and ICALL, and other shareholder
Proxy-related items. This Form, and other information related to Altrex and
ICALL, can be viewed on the SEC's Web site, where the Form DEF-14A and other
related materials may be found at www.sec.gov.
Item 2. Acquisition or Disposition of Assets (see SPECIAL NOTE above).
On December 19, 2000, a majority of the shareholders of Altrex voted and
approved of an Acquisition whereby all of the issued and outstanding shares
of ICALL are to be acquired by Altrex, and as a result ICALL would be a 100%
owned subsidiary of Altrex. Consideration for the Acquisition will be all
stock, with no cash involved. The shareholders of Altrex, Inc. also voted and
approved of a Plan of Reorganization, which included a name change to iCall
Systems, Inc., a change in business direction (See Item 5 - Other Events),
and restrictions on the "roll-back" of issued and outstanding shares and the
filing for re-sale of the shares issued as part of the Acquisition.
Item 3. Bankruptcy or Receivership.
There has been no bankruptcy, receivership, or similar proceeding by or
against either of the Companies described in this Form 8K.
Item 4. Changes in Registrant's Certifying Accountant.
The Company has had no changes in and/or disagreements with its accountants.
Item 5. Other Events (see SPECIAL NOTE above).
Change of Business Direction
The Company, under its new Board of Directors, will initiate the ICALL
business plan, which provides outsourced, online sales support and customer
service functions on behalf of website owners throughout the world.
For more detailed information on the business operations and plans of ICALL,
you are encouraged to review the Proxy materials filed by the Company on
December 1, 2000 by way of its Form DEF14A filed with the SEC. You can find
this, and other related materials, at the SEC's website in the EDGAR archives
at www.sec.gov.
Forward-Looking Statements
There are forward-looking statements in this document, and in the Company's
public documents to which they may refer that are subject to risks and
uncertainties in addition to those set forth below. These forward-looking
statements include information about possible or assumed future results of
the Company's operations. Also, when any of the words "may," "will,"
"believes," "expect," "anticipate," "estimate," "continue," or similar
expressions are used, the Company is making forward-looking statements. Many
possible events or factors, including but not limited to those set forth
herein, could affect future financial results and performance. This could
cause Company results or performance to differ materially from those
expressed in any forward-looking statements. These and other risks are
described in the Company's other publicly filed documents and reports that
are available from the Company and from the SEC.
Item 6. Resignations of Registrant's Directors (see SPECIAL NOTE above).
Effective on the close of the Acquisition, Christopher George and Monte
George will resign as Officers and Directors in conjunction with the
Acquisition described in Item 1 of this Form 8-K. The resignations were not a
result of disagreement with either of the companies involved.
Upon the resignations of the Messrs. George, the new Directors of the Company
will be:
Name Position
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Terence Seah Chairman of the Board
Ranjeet Sundher Director
Daniel Regidor Director
It is anticipated that the new Board may appoint officers and additional
directors subsequent to the Acquisition date, and as the appropriate
candidates are identified.
A brief description of each of the new Directors is as follows:
Terence Seah Kim Seng
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Terence Seah is a newspaper and technology veteran executive with 25 years of
experience in the newspaper and call center industries, from newspaper
operations to computer management, advertising, marketing, and circulation.
In short, Terence has spent 15 years at the Singapore Press Holdings and 10
years with the Bangkok Post and other Thai media.
Prior to setting up The Internet CallCentre, Mr. Seah served as Managing
Director of a joint venture online business involving new project works on
the internet, fax, and telephone multimedia in the new economy.
From 1996 to 1997, he served as Business Development Manager of Marketing
Solutions (HK), a subsidiary of New Media (HK) Ltd, specializing in
international and domestic premium rate services for the Taiwan, Hong Kong,
Singapore, Thailand, and India markets. Concurrent with that, he managed two
audiotext companies in Singapore.
Prior to that, Mr. Seah served as Vice-Chairman of Thai Press & Print, a Thai
newspaper printing and publishing company. From 1990 to 1996, Mr. Seah served
as Technical Director of the Bangkok Post, Thailand's leading English
newspaper, with a key role in the development of IT, multimedia, and new
media.
From 1976 to 1990, he held various management and technical positions in the
Singapore Press Holdings group of newspapers. He was responsible for the
management and operations of the group's newspaper and production facilities.
Ranjeet Sundher, Director
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Ranjeet Sundher has been Regional Managing Director of PT Bhineka Handal
(Indonesia) and President of Indogold Exploration Services for the past five
years, overseeing and coordinating foreign investment in the South East Asian
region. As a director of a Canadian listed public company, Mr. Sundher
acquired more than 15 years experience within the North American capital
markets covering a wide range of positions. These include direct securities
trading, investor relations, and profile building with public companies, and
capital markets management with both of Canada's largest brokerage firms in
Vancouver. Recently, Mr. Sundher founded Cybersia Inc., which has grown into
the largest Chinese genealogy and family service company in the world.
Daniel Regidor, Director.
Daniel Regidor received his Bachelor of Science in Finance from Ohio State
University in 1986, and has since been on a career path with a focus on
finance, investment management and analysis, and involvement with internet-
related start-up endeavors. He was an analyst with Van Kampen American Foods
and Round Table Franchise Corporation. From there, Daniel was a Fixed Income
Analyst/Trader with Montgomery Asset Management, and then moved on to become
a Fixed Income Portfolio Manager with First Interstate Capital Management.
He then went on to start his own internet-related companies, namely
ReserveNet, Inc. and Ride.Com, Inc. He is currently the CFO and a board
member of MyOwnEmpire, Inc. and is responsible for the management and
administration of the Company's legal and financial affairs.
Item 7. Financial Statements and Exhibits (see SPECIAL NOTE above).
As of the date of this 8-K filing, financial information reflecting the
Acquisition as of December 19, 2000 is not yet available. The Company plans
to file an amendment to this 8-K Form reflecting the required financial
information no later than 60 days following the final outcome of the
continuing due diligence being performed by the Officers and Directors of
Altrex (see SPECIAL NOTE above). Please note that management has provided
financials for Altrex and ICALL that were filed in conjunction with Form DEF-
14A on December 1, 2000, with the SEC. These records, as well as other
documents relating to the Company, can be viewed at the SEC's web site at
www.sec.gov.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Altrex Incorporated
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(Registrant)
Date: December 20, 2000 /s/ Christopher George
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Christopher George, President and
Chairman of the Board
