SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDED 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 23, 2000
SATX, INC.
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(Exact Name of Registrant as Specified in Charter)
NEVADA 000-29755 87-0293479
------------------------ ------------------------ -------------------
(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
4710 EISENHOWER BOULEVARD, SUITE B - 2
TAMPA, FLORIDA 33634
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(Address of Principal Executive Offices) (Zip Code)
(813) 290-0911
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(Registrant's telephone number, including area code)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective May 23, 2000, registrant completed an acquisition (the
"Acquisition") of 3,982,600 shares (the "ORA Shares") or approximately fifty-six
percent (56%) of the common stock of ORA Electronics, Inc., a Delaware
corporation ("ORA"), from Ruth Cooper as an individual and trustee of the Cooper
Living Trust (the "Trust"). ORA is an electronic company engaged in the business
of developing and marketing a wide range of cellular accessories and related
communication products. Prior to the Acquisition, the Trust was the holder of
4,982,600 of the issued and outstanding shares of common stock of ORA.
Registrant purchased 3,982,600 of the ORA Shares from the Trust, and the
remaining 1,000,000 shares were retained by the Trust.
As consideration for the sale of the 3,982,600 ORA Shares, registrant
provided the Trust, on or before closing date of the Acquisition, with the
following: (i) One Hundred Fifty Thousand Dollars ($150,000) cash, from
available funds; (ii) Four Hundred Thousand (400,000) shares of registrant's
common stock; and (iii) a promissory note in the amount of $23,185.83 (the
"Purchase Note"). As additional consideration, registrant shall assume and shall
pay: (i) within forty-five (45) calendar days following the closing of the
acquisition, all indebtedness now or hereafter accrued, including interest and
penalties, currently aggregating approximately Three Hundred Thousand Dollars
($300,000), payable to ORA pursuant to a promissory noted dated March 31, 1996,
as amended, restated and extended to March 31, 2000; and (ii) when due, all
liabilities and obligations arising out of or under a continuing guaranty dated
February 1, 1989, given by Ruth Cooper and Gershon Cooper to a third party to
guaranty the repayment of a secured loan to ORA (the "Mortgage Guaranty").
Registrant's obligation to pay the Purchase Note and to perform its obligations
under the ORA Agreement and related agreements is secured by a pledge of the ORA
Shares acquired in the Acquisition.
Effective on the closing date of the of the Acquisition, Ms. Cooper
resigned and withdrew from each office she held with ORA and from ORA's Board of
Directors and Merritt Jesson, Khoren Shaginian and Robert Ellis, directors and
officers of registrant, were appointed to the Board of Directors of ORA.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial statements of business acquired. Incorporated by reference to
the 10-K filed by ORA Electronics, Inc. on July 14, 2000.
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Combined Consolidated Statement of
Operations for the year ended December 31, 1999, and the three months ended
March 31, 2000, and Unaudited Pro Forma Condensed Combined Balance Sheet as of
March 31, 2000, are based on the historical statements of SATX, Inc. and ORA
Electronics, Inc. under the purchase method of accounting and the assumptions
and adjustments described in the accompanying Notes to the Unaudited Pro Forma
Condensed Combined Consolidated Financial Statements. The Unaudited Pro Forma
Condensed Combined Consolidated Statements of Operations are presented as if the
Combination had taken place on January 1, 1999.
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND (CONT'D)
EXHIBITS.
(b) Pro Forma Financial Information. (CONT'D)
The Unaudited Pro Forma Condensed Consolidated Statement of Operations
for the three months ended March 31, 2000, combines the historical three months
ended March 31, 2000, for both SATX, Inc. and ORA Electronics, Inc. The
unaudited Pro Forma Condensed Combined Statement of Operations for the year
ended December 31, 1999, combines the historical year ended December 31, 1999,
and the historical year ended March 31, 2000, for ORA Electronics, Inc. The
Unaudited Pro Forma Condensed Combined Consolidated Balance Sheet is presented
to give effect to the acquisition as if it occurred on March 31, 2000, and
combines the Balance Sheet for SATX, Inc. as of March 31, 2000, with the Balance
Sheet of ORA Electronics, Inc. as of March 31, 2000.
The Unaudited Pro Forma Condensed Combined Consolidated Financial
Statements should be read in conjunction with the historical statements for
SATX, Inc. and ORA Electronics, Inc. The pro forma information does not purport
to be indicative of the results that would have been reported if the above
transaction had been in effect for the period presented or which may result in
the future.
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<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
STATEMENTS OF OPERATIONS
SATX AND ORA
YEAR ENDED DECEMBER 31, 1999
SATX
Pro and
Forma ORA
SATX ORA Adjustment Combined
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net revenue $ 22,208 $ 3,456,167 $ 0 $ 3,478,375
Cost of Revenue 15,944 4,498,301 0 4,514,245
------------ ------------ ------------ ------------
Gross Profit (Loss) 6,264 (1,042,134) 0 (1,035,870)
Selling, general
and administrative 1,212,830 4,861,349 0 6,074,179
------------ ------------ ------------ ------------
Operating (loss) (1,206,566) (5,903,483) 0 (7,110,049)
Other income (expenses)
Interest income 0 169,280 0 169,280
Interest expense (87,556) (617,537) 0 (705,093)
------------ ------------ ------------ ------------
Net (loss) (1,294,122) (6,351,740) 0 (7,645,862)
Minority interests in
(loss) 0 (2,794,766) 0 (2,794,766)
------------ ------------ ------------ ------------
Net (loss) $ (1,294,122) $ (3,556,974) $ 0 $ (4,851,096)
============ ============ ============ ============
Basic and diluted (loss)
per share .03 0 0 (.11)
Weighted Average Number
of shares outstanding 45,355,643 0 0 45,755,643
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
STATEMENTS OF OPERATIONS
SATX AND ORA
THREE MONTHS ENDED MARCH 31, 2000
SATX
Pro and
Forma ORA
SATX ORA Adjustment Combined
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net revenue $ 0 $ 861,437 $ 0 $ 861,437
Cost of revenue 0 722,466 0 722,466
------------ ------------ ------------ ------------
Gross Profit 0 138,971 0 138,971
Selling, general
and administrative 616,579 1,156,716 0 1,773,295
------------ ------------ ------------ ------------
Operating (loss) (616,579) (1,017,745) 0 (1,634,324)
Other income (expenses)
Interest and other income 0 62,590 0 62,590
Interest expense (20,575) (140,304) 0 (160,879)
------------ ------------ ------------ ------------
Net (loss) (637,154) (1,095,459) 0 (1,732,613)
Minority interests in
(loss) 0 (482,002) 0 (482,002)
------------ ------------ ------------ ------------
Net (loss) $ (637,154) $ (613,457) $ 0 $ (1,250,611)
============ ============ ============ ============
Basic and diluted (loss)
per share $ (.03) 0 0 $ (.02)
Average number of shares
outstanding 52,758,428 0 0 53,158,428
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
BALANCE SHEET
SATX AND ORA
MARCH 31, 2000
SATX
Pro and
Forma ORA
SATX ORA Adjustment Combined
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
ASSETS
Current Assets
Cash & cash equivalents $ 98,826 $ 398,493 $ (150,000)(A) $ 347,319
Accounts receivable, net 19,420 214,939 0 234,359
Inventories 406,393 195,286 0 601,679
Notes receivable 256,491 0 0 256,491
Employee receivables 40,300 0 0 40,300
Prepaid expenses 3,961 12,552 0 16,513
----------- ----------- ----------- -----------
Total Current Assets 825,391 821,270 (150,000) 1,496,661
Property and Equipment, net
of Depreciation 43,055 5,814,784 0 5,857,839
Other Assets
Investments 165,000 0 0 165,000
Loan receivable, officer 0 298,097 0 298,097
Other loan receivable 0 286,582 0 286,582
Cost In Excess of Net
Assets Acquired (Goodwill) 0 0 2,903,503(A) 2,903,503
----------- ----------- ----------- -----------
Total Assets $ 1,033,446 $ 7,220,733 $ 2,753,503 $11,007,682
=========== =========== =========== ===========
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED
BALANCE SHEET
SATX AND ORA
MARCH 31, 2000
SATX
Pro and
Forma ORA
SATX ORA Adjustment Combined
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
LIABILITIES &
STOCKHOLDERS EQUITY
Current Liabilities
Current maturities of
Long term debt $ 513,318 $ 84,870 $ 0 $ 598,188
Trade payables 592,294 3,131,464 0 3,723,758
Accrued interest 0 19,173 0 19,173
Other accounts payable
And accrued expenses 0 2,087,658 0 2,087,658
------------ ------------ ------------ ------------
Total Current Liabilities 1,105,612 5,323,165 0 6,428,777
Long-term debt 560,000 5,701,706 323,186)(A) 6,584,892
------------ ------------ ------------ ------------
Total Liabilities 1,665,612 11,024,871 323,186 13,013,669
Stockholders (Deficit) (632,166) (3,804,138) 1,673,821 (A) (332,166)
2,130,317 (A)
300,000 (A)
Minority Interest
In Subsidiary 0 0 (1,673,821)(A) (1,673,821)
------------ ------------ ------------ ------------
Total Liabilities and
Stockholders' Equity $ 1,033,446 $ 7,220,733 $ 2,753,503 $ 11,007,682
============ ============ ============ ============
</TABLE>
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<PAGE>
NOTES TO UNAUDITED PRO FORMA CONDENSED
COMBINED CONSOLIDATED FINANCIAL STATEMENTS
(A) On May 23, 2000, SATX, Inc. completed an acquisition of 3,982,600
shares of ORA Electronics, Inc. representing approximately fifty-six
percent (56%) of the common stock of ORA. The purchase price was One
Hundred Fifty Thousand Dollars ($150,000) cash, Four Hundred Thousand
(400,000) shares of SATX's common stock and assumption of certain notes
payable in the amount of Three Hundred Twenty-three Thousand One
Hundred Eighty-six Dollars ($323,186).
The transaction will be accounted for using the purchase method of
accounting. The total estimated purchase cost of ORA is as follows:
Value of Securities Issued $ 300,000
Cash 150,000
Liabilities Assumed 323,186
-------------
$ 773,186
=============
The preliminary purchase price allocation as of March 31, 2000, is as
follows:
Purchase Price Allocation:
Tangible Net Assets (liabilities) $ (2,130,317)
Cost in Excess of Net Assets
Acquired (Goodwill) 2,903,503
-------------
$ 773,186
=============
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<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND (CONT'D)
EXHIBITS.
(c) Exhibits.
Exhibit No. Description of Exhibit
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2.1 Stock Purchase Agreement dated May 23, 2000, by and
between SATX, Inc., a Nevada corporation ("SATX"),
and Ruth Cooper as an individual and Trustee of the
Cooper Living Trust.**
4.1 See provisions of the Articles of Incorporation and
Bylaws of the Company defining right of holders of
the Company's Common Stock.*
27.1 Financial Data Schedule.**
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* Incorporated by reference to the Company's
Registration Statement on Form 10-SB/A (Registration
Statement No. 000-29755), filed with the Commission
on March 30, 2000.
** Incorporated by reference to the Company's
Registration Statement on Form 8-K (Registration
Statement No. 000-29755), filed with the Commission
May 30, 2000.
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 here unto duly authorized.
Date: August 7, 2000
SATX, INC.
/s/ ROBERT W. ELLIS
----------------------------------------
Robert W. Ellis, Chief Financial Officer
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