SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934.
Date of Report (Date of earliest event reported): June 9, 1998.
ENERGY OPTICS, INC.
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(Exact name of registrant as specified in its charter)
NEW MEXICO 000-10841-D 85-0273340
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
29425 COUNTY ROAD 561, TAVARES, FLORIDA 32778
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (352) 742-5010.
(Former name or former address, if changed since last report)
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Item 5. Other Events
A. On May 28, 1998, the Board of Directors of Energy Optics, Inc. (the
"Registrant") approved an Agreement and Plan of Merger whereby the Registrant
and American Millennium Corporation ("AMC"), a company in which the Registrant
had an almost eighty percent (80%) stake, were to merge with the Registrant and
the Registrant being the surviving corporation. The Agreement and Plan of Merger
was subject to the approval of the Board of Directors of AMC and its
shareholders, as required by Delaware law, AMC's domicile.
On May 28, 1998, the AMC shareholder approval with respect to the Merger, was
obtained from a majority of the AMC Delaware shareholders. Ultimately, one
hundred percent (100%) of the Delaware shareholders AMC approved the Merger. The
Registrant is the surviving corporation. Articles of Merger are being filed with
the New Mexico Corporation Commission and a Certificate of Merger is being filed
with the Secretary of State of Delaware. The Merger will be "effective" upon
acceptance for filing of the Articles of Merger and Certificate of Merger by the
New Mexico Corporation Commission and the Delaware Secretary of State,
respectively, and the "filing" of same.
Prior to the Merger, the Registrant owned 8,000,000 of the 10,090,500 issued and
outstanding shares of the capital stock of AMC; Stephen F. Watwood, one of the
two members of the Board of Directors of AMC, owned, with his wife, 800,000
shares of the issued and outstanding common stock of AMC. Mr. Watwood is also
one of the three directors of the Registrant and owned 234,716 shares of the
Registrant's common stock prior to the Merger. James C. Statham, the President
and Chief Executive Officer of the Registrant and one of its three directors,
was also one of the two directors of AMC prior to the Merger.
The remaining issued and outstanding shares of AMC not owned by the Registrant,
i.e. 2.090,500, were acquired and the Merger "effected" by "exchanging" the
same, on a "one for one" basis for "restricted" shares of the Registrant issued
from its treasury. All shares of AMC are to be surrendered for cancellation. The
determination of the amount of consideration for the acquisition occurred
through negotiations between the Board of Directors of the Registrant and the
Board of Directors of AMC.
As a result of the Merger, Stephen F. Watwood and his wife now own 1,034,716
shares of the common stock of the Registrant. Also as a result of the Merger,
Mali-Suisse Mining International Ltd. owns or controls 1,200,000 shares of the
common stock of the Registrant.
As of May 1, 1998, Securities Transfer Corporation, the Registrant's transfer
agent, reports that there were 12,877,222 shares of the Registrant's common
stock outstanding. The Registrant issued (or will issue) an additional 2,090,500
shares of its "restricted" common stock to the shareholders of AMC in exchange
for their shares of common stock in AMC which are to be canceled.
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AMC was (prior to Merger) a Delaware corporation incorporated on July 28, 1997.
Since inception, the primary activity of AMC has been in the digital, wireless
and wireline communications business. As a result of recent developments the
Registrant intends to focus its efforts on the business and initiatives
previously conducted by AMC. The Registrant will not proceed with development
initiatives announced in earlier press releases. With the intended disposition
of its food marketing and ranch assets, the Registrant's immediate near and mid
term goals are for development of further revenues associated with its
communications business.
AMC has entered into a non-exclusive Reseller Agreement with OrbComm which
Company has successfully launched twelve (12) of its anticipated thirty-six (36)
to thirty-eight (38) low earth orbit satellites scheduled for launch and orbit
over the next year. AMC is one of approximately thirty (30) resellers chosen by
OrbComm to date. The Registrant, by virtue of its Merger with AMC succeeds to
AMC's interest in the Reseller Agreement with OrbComm. Eight (8) of the twelve
(12) satellites were launched from a single Pegasus rocket mounted beneath the
fuselage of a Lockheed L-1011 airliner. AMC anticipates the ability to offer
highly competitive data transmission services for potential customers defined
within its reseller contract, which include refrigerated railcars, oil and gas
platforms, and intermodal containers.
To date, AMC has a contract with Union Pacific Railroad to perform a rolling
railcar test with a monitoring device aboard one of its refrigerated railcars
followed by installation of four (4) pre-production devices designed to provide
the rail company with the railcar's location, direction, and speed as well as on
board conditions. The contract calls for cellular protocol as the means of data
transmission but with provisions for installation of satellite transceivers on
the AMC box. The contract was originally between GPS, Inc. and Southern Pacific
Railroad. AMC subsequently purchased the contract from GPS and Southern Pacific
has since merged with Union Pacific Railroad. By virtue of the Merger, the
Registrant succeeds to AMC's interest in this Agreement.
AMC has developed proprietary products that are under sensitive requirements of
non-disclosure by the parties negotiating purchase of these devices. When
appropriate, AMC will disclose details of the product itself as well as the
potential size of the market.
To accomplish its plans, including those previously undertaken by AMC, the
Registrant will require significant financing. Management will attempt to obtain
financing through capital investment or otherwise. No assurance or guarantee
exists that the Company will obtain future financing, by any capital investment
or otherwise, to implement its planned concentration on business or initiatives
heretofore conducted or sought to be undertaken by AMC.
On May 28, 1998, James C. Statham resigned as the Registrant's Chief Executive
Officer and chairman of the Board of Directors. Stephen F. Watwood, former
President and Chief Executive Officer of
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AMC, has been appointed by the Registrant's Board of Directors to act as Chief
Executive Officer and chairman of the Board of the Registrant. He was previously
a director. James C. Statham remains as the Registrant's President, a director
and is now Registrant's Chief Operations Officer.
The specifics of Mr. Watwood's compensation arrangements have not been
finalized. The Registrant has typically paid employees on a salary basis.
However, Management is considering other forms of compensation for its officers
and "key" employees which may include stock, stock options, incentive stock
options and the like.
B. On May 27, 1998 at a Special Meeting of Shareholders called for that purpose,
the Registrant's shareholders voted to amend its Articles of Incorporation as
follows:
1. The name of the corporation shall be American Millennium Corporation,
Inc.
2. The corporations's authority to issue common stock is increased to
authorize the issuance of 60,000,000 shares of common stock.
3. The corporation is authorized to issue 10,000,000 shares of preferred
stock. The Board of Directors is authorized to issue such preferred
stock in five (5) series, and to establish the number of shares to be
included in each series and the preferences, limitations, conversion
rights and other relative rights of each series.
4. The Board of Directors of the corporation shall have the authority to
issue options and other rights in the corporation's shares to
directors, officers and employees of the Company without offering the
same to shareholders generally.
Articles of Amendment to the Registrant's Articles of Incorporation approved by
the shareholders will be effective upon filing with the New Mexico Corporation
Commission. Upon filing of the Articles of Amendment to its Articles of
Incorporation, the Registrant will file a Form ID with the Securities and
Exchange Commission, notify the NASD of the Registrant's name change and apply
for a new "symbol", and request a new CUSIP number. Thereafter, shares bearing
the Registrant's new name and CUSIP number will be exchanged through the
Registrant's transfer agent for issued and outstanding shares bearing Energy
Optics, Inc.'s name and CUSIP number.
C. The Registrant is in the process of "liquidating" its interest in Lean
Protein Foods, Inc. ("LPF"), a company in which the Registrant has an eighty
percent(80%) stake. The Registrant notes that the continued eroding of slaughter
ostrich prices, weak demand for the meat, glutting of the hide market and the
evident migration of the ostrich business to Mexico and other countries have, in
management's opinion, significantly effected the viability of ostrich as an
agribusiness. The Registrant is in the process of attempting to negotiate with
the shareholders of LPF (other than
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the Registrant) whereby they would "acquire" the shares of LPF owned by the
Registrant. Pursuant to the Registrant's proposal, LPF would continue to
liquidate certain assets and pay certain of the proceeds to the Registrant. In
addition LPF would assume sole liability for certain liabilities of LPF and the
Registrant.
To date, no formal binding agreement reflecting this proposal has been executed
by the parties.
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SIGNATURE
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.
ENERGY OPTICS, INC.
By: /s/ James C. Statham
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James C. Statham
Its: President
Date: June 10, 1998
