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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
November 7, 2000
Date of Report
---------------------------------
(Date of Earliest Event Reported)
TECNOMATIC INTERNATIONAL CORPORATION
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(Exact Name of Registrant as Specified in
its Charter)
923 15th Street, N.W.
Washington, D.C. 20005
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(Address of principal executive offices)
202/628-2606
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(Registrant's telephone number)
Delaware 0-28951 52-2201500
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
INDEPENDENT ACQUISITION CORPORATION
1504 R Street, N.W.
Washington, D.C. 20009
--------------------------------
(Former name and former address)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On November 7, 2000 the
Registrant issued an aggregate of 59,900,000
shares of its common stock and the
Registrant redeemed 4,750,000 shares of its
outstanding shares of common stock from its
sole shareholder at a redemption price equal
to the par value of the shares, $.0001 per
share. Incident to those transactions, new
directors of the Registrant were elected and
the Board of Directors accepted the
resignation of the original officer and
director of the Registrant.
The Registrant agreed to the
change in control in light of the new
management's anticipated business
operations. The Registrant had no assets or
liabilities and in evaluating the change in
control, new management placed a primary
emphasis on the Registrant's status as a
reporting company under Section 12(g) of the
Securities Exchange Act of 1934, as amended.
The new management of
Tecnomatic International anticipates that it
will participate in the acquisition of
existing United States or European
technology companies or formation of new
technology companies concentrating on energy
and water technology, bioremediation,
biotechnology and telecommunications.
The following table contains
information regarding the shareholdings of
Tecnomatic International's current directors
and executive officers and those persons or
entities who beneficially own more than 5%
of its common stock (giving effect to the
exercise of any warrants held by each such
person or entity which are exercisable
within 60 days of the date of this report):
Number of shares of Percent of
Common Stock Beneficially Common Stock
Name Owned (1) Beneficially Owned(2)
Jacques de Groote 1,000,000 1.8%
President and director
Vincenzo Carrieri 100,000 *
Secretary/Treasurer and
director
PowerTek Holdings SA (3) 50,000,000 90.0%
3054 Rancho Boulevard
Suite H
Rancho Cordova, California 95742
Rocco Guarnaccia (4) 1,500,000 2.7%
3054 Rancho Boulevard
Suite H
Rancho Cordova, California 95742
All executive officers and 1,100,000 1.98%
directors of the Company
as a group (2 persons)
* Less than 1%
(1) Includes options and warrants which are exercisable within 60 days of
the date of this report.
(2) Based upon 60,150,000 shares outstanding as of the date of this
report.
(3) An affiliated water and power systems development-stage Delaware
company. Jacques de Groote, President and a director of the
Registrant, and Rocco Guarnaccia, a shareholder of the Registrant,
are founders of PowerTek and serve on its board of directors. Dr.
Guarnaccia also serves as PowerTek Holdings' president.
(4) Dr. Guarnaccia holds 1,000,000 shares directly and may be
considered the beneficial owner of an additional 500,000 shares
held by family members. An additional 1,600,000 shares are
held by other family members of Dr. Guarnaccia over which
shares Dr. Guarnaccia disclaims any beneficial ownership.
MANAGEMENT
The following table sets forth
certain information regarding the members of
the Registrant's board of directors and its
executive officers:
Name Age Position
Jacques de Groote 72 President and director
Vincenzo Carrieri 31 Secretary/Treasurer and
director
Tecnomatic International's directors
have been elected to serve until the next
annual meeting of the stockholders of the
Registrant and until their respective
successors have been elected and qualified
or until death, resignation, removal or
disqualification. The Registrant's
Certificate of Incorporation provides that
the number of directors to serve on the
Board of Directors may be established, from
time to time, by action of the Board of
Directors. Vacancies in the existing Board
are filled by a majority vote of the
remaining directors on the Board. The
Registrant's executive officers are
appointed by and serve at the discretion of
the Board of Directors.
JACQUES DE GROOTE serves as the
President and a director of Tecnomatic
International. From 1995 to the present,
Dr. de Groote has been in private economic
development consulting. From November, 1973
to April, 1994, Dr. de Groote was appointed
to serve as one of Executive Directors of
the 24-member Executive Director Board of
the International Monetary Fund as voting
representative for, initially, Belgium,
Austria, Luxembourg and Turkey. His
constituency also eventually included
Belarus, the Czech Republic, Hungary,
Kazakhstan, the Slovak Republic and
Slovenia. From November, 1973 to April,
1994, Dr. de Groote was appointed to serve
as one of the Executive Directors of the
24-member Executive Director Board of three
of the World Bank's five affiliated groups:
The International Bank for Reconstruction
and Development (IBRD), The International
Finance Corporation (IFC), and The
International Development Assistance (IDA).
Dr. de Groote received his juris doctor
degree from the University of Leuven,
Belgium, and his Masters Degree in Economics
from Cambridge University, England.
VINCENZO CARRIERI serves as the
Secretary and Treasurer and a director of
Tecnomatic International. From 2000 to the
present Mr. Carrieri has served as a
management consultant to the Institute of
Business Excellence, Dietikon/Zurich,
Switzerland. From 1997 to 2000, Mr.
Carrieri served as a business consultant to
Information Management Group, St. Gallen,
Switzerland and from 1995 to 1997 he served
as the vice-manager of the Albisriederplatz
branch of the Swiss Bank Cooperation,
Zurich. From 1993 to 1995, Mr. Carrieri
served as a consultant and key account
manager for commercial accounts for CCZ
Project Finance Ltd., Milan, Italy and from
1990 to 1993 he served as credit-control
manager and sales finance administrator,
Switzerland, for Hewlett-Packard, Ltd. In
1989, Mr. Carrieri received a certificate of
specialization in bank business and
management from the School of Bank and
Management, Union Bank of Switzerland. In
1994, Mr. Carrieri received a certificate of
Swiss School of Business Administration from
the Swiss School of Business Administration,
Zurich. In 1998, Mr. Carrieri received his
Bachelor of Business degree from the
Graduate School of Business Administration,
Zurich and is currently a candidate for his
Master of Business Administration degree
from the Graduate School of Business
Administration, Zuirich and the State
University of New York at Albany.
PROPERTY
The Registrant's United States
headquarters are located in the offices of
The Appian Group, a company of which Jacques
de Groote, President of the Registrant, is
the president at 923 15th Street, N.W.,
Washington, D.C. 20005. Its telephone number
is 202/628-2606. The Registrant has
arranged to utilize this space without
charge until such time as it begins to
generate income. The Registrant also has
offices in Switzerland.
LITIGATION
There is no current outstanding
litigation in which Tecnomatic International
is involved other than routine litigation
incidental to ongoing business.
DESCRIPTION OF SECURITIES
Tecnomatic International's
Certificate of Incorporation, by-laws and
corporate governance are subject to the
provisions of the Delaware General
Corporation Law, as amended and interpreted
from time to time.
COMMON STOCK
Tecnomatic International is
authorized to issue 500,000,000 shares of
common stock, $.0001 par value per share, of
which 60,150,000 shares were outstanding as
of the date of this report.
Holders of shares of common
stock are entitled to one vote for each
share on all matters to be voted on by the
stockholders. Holders of common stock do
not have cumulative voting rights. Holders
of common stock are entitled to share
ratably in dividends, if any, as may be
declared from time to time by the Board of
Directors in its discretion from funds
legally available therefor. In the event of
a liquidation, dissolution or winding up of
the Registrant, the holders of common stock
are entitled to share pro rata all assets
remaining after payment in full of all
liabilities.
Holders of common stock have no
preemptive rights to purchase the
Registrant's common stock. There are no
conversion or redemption rights or sinking
fund provisions with respect to the Common
Stock.
PREFERRED STOCK
Tecnomatic International is
authorized to issue 100,000,000 shares of
preferred stock, $.0001 par value per share.
As of the date of this report, there were no
shares of preferred stock outstanding. The
Board of Directors is authorized to provide
for the issuance of shares of preferred
stock in series and, by filing a certificate
pursuant to the applicable law of the State
of Delaware, to establish from time to time
the number of shares to be included in each
such series, and to fix the designation,
powers, preferences and rights of the shares
of each such series and the qualifications,
limitations or restrictions thereof without
any further vote or action by the
shareholders. Any shares of preferred stock
so issued would have priority over the
common stock with respect to dividend or
liquidation rights. Any future issuance of
preferred stock may have the effect of
delaying, deferring or preventing a change
in control of Tecnomatic International
without further action by the shareholders
and may adversely affect the voting and
other rights of the holders of common stock.
At present, Tecnomatic International has no
plans to issue any preferred stock nor adopt
any series, preferences or other
classification of preferred stock.
MARKET FOR TECNOMATIC INTERNATIONAL'S SECURITIES
There is currently no trading
market for Tecnomatic International's
securities. Tecnomatic International intends
to file a registration statement on Form
SB-2, or such other form as may be required,
to register certain of the securities held
by its shareholders and such other
securities as it may deem advisable.
After effectiveness of the
registration statement, Tecnomatic
International intends to apply for quotation
of its securities on the NASD OTC Bulletin
Board. If Tecnomatic International's
securities are not quoted on the NASD OTC
Bulletin Board, a securityholder may find it
more difficult to dispose of, or to obtain
accurate quotations as to the market value
of, Tecnomatic International's securities.
The over-the-counter market ("OTC") differs
from national and regional stock exchanges
in that it (1) is not cited in a single
location but operates through communication
of bids, offers and confirmations between
broker-dealers and (2) securities admitted
to quotation are offered by one or more
broker-dealers rather than the "specialist"
common to stock exchanges. When qualified,
if ever (of which there can be no
assurance), Tecnomatic International intends
to apply for quotation of its securities on
the Nasdaq SmallCap Market.
In order to qualify for
admission for listing on the Nasdaq SmallCap
Market, an equity security must, in relevant
summary, (1) be registered under the
Securities Exchange Act of 1934; (2) have at
least three registered and active market
makers, one of which may be a market maker
entering a stabilizing bid; (3) for initial
inclusion, be issued by a company with
$4,000,000 in net tangible assets, or
$50,000,000 in market capitalization, or
$750,000 in net income in two of the last
three years (if operating history is less
than one year then market capitalization
must be at least $50,000,000); (4) have a
public float of at least 1,000,000 shares
with a value of at least $5,000,000; (5)
have a minimum bid price of $5.00 per share;
and (6) have at least 300 beneficial
shareholders.
In order to qualify for
quotation on the NASD OTC Bulletin Board, an
equity security must have one registered
broker-dealer, known as the market maker,
willing to list bid or sale quotations and
to sponsor such a Company listing. If it
meets the qualifications for trading
securities on the NASD OTC Bulletin Board
Tecnomatic International's securities will
trade on the NASD OTC Bulletin Board until
such future time, if at all, that it applies
and qualifies for admission for listing on
the Nasdaq SmallCap Market. Tecnomatic
International's securities may never qualify
for trading on the NASD OTC Bulletin Board
or listing on the NASD SmallCap Market.
RISK FACTORS
TECNOMATIC INTERNATIONAL CORPORATION HAS NO
OPERATIONS AND NO ASSETS
Tecnomatic International is a
development stage company and currently has
no assets or operations. Tecnomatic will
need to raise capital through the
development of operations, the sale of its
securities or from debt or equity financing.
If Tecnomatic International is not able to
raise such financing or obtain alternative
sources of funding, Tecnomatic International
will not be able to commence or develop its
business plan which includes the acquisition
by cash or stock of technology-related
companies.
LIMITED TIME AVAILABLE FOR MANAGEMENT TEAM
TO DEVOTE AFFAIRS OF TECNOMATIC INTERNATIONAL
Tecnomatic International
intends that its management team will
identify and acquire technology companies.
Tecnomatic's management team consists of
individuals who are concurrently involved in
other activities and careers and will be
spending only a limited amount of time on
the affairs of Tecnomatic International.
NO OPERATING HISTORY ON WHICH TO MAKE AN
INVESTMENT DECISION
Tecnomatic International has no
operating history upon which an investor may
evaluate making an investment in it. While
Tecnomatic International intends to acquire
technology companies in exchange for cash or
the issuance of securities, no acquisitions
have been consummated and any future
acquisitions may not be consummated.
THERE IS NO CURRENT TRADING MARKET FOR
TECNOMATIC INTERNATIONAL SECURITIES
There is currently no established
public trading market for Tecnomatic
International's securities. Tecnomatic
International can give no assurance that a
trading market in its securities will
develop or, if developed, that it will be
sustained. Tecnomatic International intends
to apply for admission to quotation of its
securities on the NASD OTC Bulletin Board
and, if and when qualified, intends to apply
for admission to quotation on the Nasdaq
SmallCap Market. If for any reason
Tecnomatic International's common stock is
not listed on the NASD OTC Bulletin Board or
a public trading market does not otherwise
develop, shareholders may have difficulty
selling their common stock should they
desire to do so. Various factors, such as
operating results, changes in laws, rules or
regulations, general market fluctuations,
changes in financial estimates by securities
analysts and other factors may have a
significant impact on the market price of
Tecnomatic International's securities.
TECNOMATIC INTERNATIONAL'S ACQUISITION
STRATEGY MAY INVOLVE SPECULATIVE INVESTMENTS
Tecnomatic International's success
depends on its ability to develop or select
companies that will be ultimately
successful. These acquisitions may be
speculative and such acquired companies may
not succeed and the value of Tecnomatic
International's assets, its results of
operations and the price of Tecnomatic
International's common stock could decline.
DEPENDENCE ON KEY PERSONNEL
Tecnomatic International's
success in achieving its growth objectives
is dependant to a substantial extent upon
the continuing efforts and abilities of
certain key management personnel. Tecnomatic
International does not have employment
agreements with any of its executive
officers. The loss of the services of any
of the executive officers may have a
material adverse effect on Tecnomatic
International's business, financial
condition, results of operations and
liquidity. Tecnomatic International can give
no assurance that it will be able to
maintain and achieve its growth objectives
should Tecnomatic International lose any or
all of these individuals' services.
COMPLIANCE WITH THE INVESTMENT COMPANY ACT
Tecnomatic International's ownership
interest in companies that it seeks to
acquire could result in it being classified
as an investment company under the
Investment Company Act of 1940. If
Tecnomatic International is required to
register as an investment company, then it
will incur substantial additional expenses
as the result of the Investment Company Act
of 1940's record keeping, reporting, voting,
proxy disclosure and other legal
requirements. Tecnomatic International has
obtained no formal determination from the
Securities and Exchange Commission as to its
status under the Investment Company Act of
1940. Any violation of such Act could
subject Tecnomatic International to material
adverse consequences. In the event
Tecnomatic International engages in business
combinations which result in it holding
passive investment interests in a number of
entities, Tecnomatic International could be
subject to regulation under the Investment
Company Act of 1940. Passive investment
interests, as used in the Investment Company
Act, essentially means investments held by
entities which do not provide management or
consulting services or are not involved in
the business whose securities are held. In
such event, Tecnomatic International would
be required to register as an investment
company and could be expected to incur
significant registration and compliance
costs. Restrictions on transactions between
an investment company and its affiliates
under the Investment Company Act of 1940
would make it difficult, if not impossible,
for Tecnomatic International to implement
its business strategy of actively managing,
operating and promoting collaboration among
Tecnomatic International's to be acquired
network of affiliated entities.
SHARES AVAILABLE FOR FUTURE SALE MAY AFFECT
THE LIQUIDITY OF TECNOMATIC INTERNATIONAL
COMMON STOCK
If a market is developed for
the securities of Tecnomatic International,
the market price could drop, assuming a
trading market for its shares is
established, if substantial amounts of
shares are sold in the public market or if
the market perceives that such sales could
occur. A drop in the market price could
adversely affect holders of the stock and
could also harm Tecnomatic International's
ability to raise additional capital by
selling equity securities.
ADDITIONAL SHARES ENTERING THE MARKET, IF
ONE SHOULD DEVELOP, PURSUANT TO RULE 144
WITHOUT ADDITIONAL CAPITAL CONTRIBUTION
The outstanding restricted
shares of Tecnomatic International may
become eligible for sale in the public
market pursuant to Rule 144 without
additional capital contribution to
Tecnomatic International. The addition of
such shares to the shares already available
to the public market may reduce the then
current market price of Tecnomatic
International's shares without any increase
to Tecnomatic International's capital which
may result in a reduction in the value of
the outstanding shares.
THE APPLICATION OF THE "PENNY STOCK
REGULATION" COULD ADVERSELY AFFECT THE
MARKET PRICE OF TECNOMATIC INTERNATIONAL
COMMON STOCK
Upon commencement of trading in
Tecnomatic International's common stock, if
such occurs (of which there can be no
assurance) Tecnomatic International's common
stock may be deemed a penny stock. Penny
stocks generally are equity securities with
a price of less than $5.00 per share other
than securities registered on certain
national securities exchanges or quoted on
the Nasdaq Stock Market, provided that
current price and volume information with
respect to transactions in such securities
is provided by the exchange or system.
Tecnomatic International's securities may be
subject to "penny stock rules" that impose
additional sales practice requirements on
broker-dealers who sell such securities to
persons other than established customers and
accredited investors (generally those with
assets in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000
together with their spouse). For
transactions covered by these rules, the
broker-dealer must make a special
suitability determination for the purchase
of such securities and have received the
purchaser's written consent to the
transaction prior to the purchase.
Additionally, for any transaction involving
a penny stock, unless exempt, the "penny
stock rules" require the delivery, prior to
the transaction, of a disclosure schedule
prescribed by the Commission relating to the
penny stock market. The broker-dealer also
must disclose the commissions payable to
both the broker-dealer and the registered
representative and current quotations for
the securities. Finally, monthly statements
must be sent disclosing recent price
information on the limited market in penny
stocks. Consequently, the "penny stock
rules" may restrict the ability of
broker-dealers to sell Tecnomatic
International's securities and may have the
effect of reducing the level of trading
activity of Tecnomatic International's
common stock in the secondary market. The
foregoing required penny stock restrictions
will not apply to Tecnomatic International's
securities if such securities maintain a
market price of $5.00 or greater. There can
be no assurance that the price of Tecnomatic
International's common stock will reach or
maintain such a level.
FUTURE AUTHORIZATION OF TECNOMATIC
INTERNATIONAL PREFERRED STOCK MAY HAVE AN
ADVERSE EFFECT ON THE RIGHTS OF HOLDERS OF
THE COMMON STOCK.
Tecnomatic International may,
without further action or vote by its
shareholders, designate and issue additional
shares of its preferred stock. The terms of
any series of preferred stock, which may
include priority claims to assets and
dividends and special voting rights, could
adversely affect the rights of holders of
the common stock and thereby reduce the
value of Tecnomatic International's common
stock. The designation and issuance of
preferred stock favorable to current
management or shareholders could make a
possible takeover of Tecnomatic
International or the removal of its
management more difficult and discharge
hostile bids for control of Tecnomatic
International which bids might have provided
shareholders with premiums for their shares.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
On November 3, 2000,
Independent Acquisition Corporation filed a
Certificate of Amendment in the State of
Delaware to its Certificate of Incorporation
changing the corporate name to Tecnomatic
International Corporation and increasing the
authorized capitalization of Tecnomatic
International to 600,000,000 shares
consisting of 500,000,000 shares of common
stock and 100,000,000 shares of
non-designated preferred stock.
ITEM 6. RESIGNATIONS OF DIRECTORS AND EXECUTIVE OFFICERS
On November 7, 2000, the
resignation of the sole officer and director
of Independent was accepted.
ITEM 7. FINANCIAL STATEMENTS
Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR
Not applicable.
EXHIBITS
None
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the
Registrant has duly caused this Current
Report to be signed on its behalf by the
undersigned hereunto duly authorized.
TECNOMATIC INTERNATIONAL CORPORATION
By___________________________________________
Jacques de Groote
President
November 21, 2000
