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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
November 14, 2000
Date of Report (Date of earliest event reported)
SATX, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-29755 87-0293479
(State or other jurisdiction of Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
4710 Eisenhower Boulevard, Suite E-1, Tampa, Florida
(Address of principal executive offices)
(813) 290-0911
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On November 14, 2000, SATX, Inc., ("SATX") executed an
Agreement and Plan of Merger with Shared Technologies Cellular, Inc., a Delaware
corporation ("Shared Technologies"), pursuant to which SATX, Inc. will be merged
with and into Shared Technologies and Shared Technologies will be the surviving
corporation (the "Merger"). At the effective time of the Merger, stockholders of
SATX will receive one (1) share of common stock of the surviving corporation for
every four (4) four shares of SATX common stock, provided however, that no more
than 17 million shares of the surviving corporation's common stock may be issued
in connection with the conversion of the SATX common stock.
Consummation of the Merger is subject to certain specified
conditions including obtaining $30 million of working capital financing for the
surviving corporation, the approval of the stockholders of both companies, and
the receipt of fairness opinions and regulatory approvals. There can be no
assurance that the proposed Merger will be consummated.
The Agreement and Plan of Merger is attached as Exhibit 2 and
incorporated by reference herein. Shared Technologies issued the press release
attached as Exhibit 99 and incorporated by reference herein.
Item 7. Exhibits.
(c) Exhibits. The following exhibits are filed herewith:
Exhibit No. Description
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(2) Agreement and Plan of Merger By and Between
Shared Technologies Cellular, Inc. and SATX,
Inc. dated as of November 14, 2000
(99) Press Release dated November 15, 2000
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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 thereunto duly authorized.
Dated: November 16, 2000
SATX, INC.
By: /s/ Merritt W. Jesson
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Merritt W. Jesson, Chairman and Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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(2) Agreement and Plan of Merger By and Between Shared
Technologies Cellular, Inc. and SATX, Inc. dated as of
November 14, 2000
(99) Press Release dated November 15, 2000
