<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
Intek Diversified Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
458134 10 3
--------------
(CUSIP Number)
Nicholas R. Wilson
Chairman
Intek Diversified Corporation
5800 West Jefferson Boulevard
Los Angeles, California 90016
(310) 366-7703
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 1, 1995
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 3d-(a) for other parties to whom copies are to
be sent.
- --------------------------
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
CUSIP No. 458134 10 3 13D Page 2 of 10 Pages
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Simmonds Communications Ltd.
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC; OO
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) / /
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
-------------------------------------------------------------------------------
7 SOLE VOTING POWER
2,165,850
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY --
EACH REPORTING --------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
2,165,850
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
--
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,165,850
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
24.3%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
-------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
cUSIP NO. 458134 10 3 Page 2 of 10 Pages
<PAGE> 3
SCHEDULE 13D
The Schedule 13D filed on March 7, 1994 (the "Schedule 13D") and
amended on March 29, 1994 ("Amendment No. 1"), on July 22, 1994 ("Amendment No.
2"), on September 23, 1994 ("Amendment No. 3") and on April 10, 1995
("Amendment No. 4") on behalf of Simmonds Communications Ltd. ("SCL") is hereby
amended (and restated in full pursuant to Item 101(a)(2)(ii) of Regulation S-T
for the purposes of making the first electronic amendment to a paper format
Schedule 13D) as follows:
ITEM 1. SECURITY AND ISSUER.
The title of the class of equity securities to which this statement
relates is the Common Stock, par value $.01 per share (the "Common Stock"), of
Intek Diversified Corporation, a Delaware corporation ("Intek"). The principal
executive offices of Intek are located at 5800 West Jefferson Boulevard, Los
Angeles, California 90016.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by Simmonds Communications Ltd., a
Canadian corporation incorporated under the laws of Ontario ("SCL"), whose
principal business is manufacturing and selling communications equipment and
integrating systems in the global radio market. The address of SCL's principal
business and principal office is 5255 Yonge Street, Suite 1050, Willowdale,
Ontario Canada M2N 6P4.
The following are the executive officers and directors of SCL and
certain information relating thereto:
<TABLE>
<CAPTION>
Present Principal
Name Title Business Address Occupation
- ---- ----- ----------------- -----------------
<S> <C> <C> <C>
J. Henry Dunstan Chief Operating Officer; 1 Whitmore Road, Unit 21 Chief Operating Officer
Director Woodbridge, Ontario Canada of SCL
L4L 8G4
Paul R. Francey Director 28 Oldham Crescent President of 84 Plus
Brampton, Ontario Canada Marketing Inc.,
28 Oldham Crescent
Brampton, Ontario Canada
Charles Gawlicki Director 8713 - 53rd Avenue President of SCL
Edmonton, Alberta Canada Distributors (Western) Ltd,
T6E 5E9 8713 - 53rd Avenue
Edmonton, Alberta Canada
T6E 5E9
Douglas F. Haslam Director 8 Falconer Drive, P.O. Box 610 Executive Vice-President
Streetsville, Ontario Canada of Menu Foods Ltd,
L5M 2C1 8 Falconer Drive
P.O. Box 610
Streetsville, Ontario Canada
L5M 2C1
Peter A. Heinke Chief Financial Officer 5255 Yonge Street, Suite 1050 Chief Financial Officer of
Willowdale, Ontario Canada SCL
M2N 6P4
</TABLE>
CUSIP NO. 458134 10 3 Page 3 of 10 Pages
<PAGE> 4
<TABLE>
<S> <C> <C> <C>
Lyle C.W. Jones Director 1714 Saskatchewan Avenue President of Hub City
Saskatoon, Saskatchewan Canada Radio Ltd.,
S7K 1P8 1714 Saskatchewan Avenue
Saskatoon, Saskatchewan Canada
S7K 1P8
Harold Morton Director Field House, Uttoxeter Old Road Deputy Chairman of
Derby, England Mobicom Ltd.,
Field House
Uttoxeter Old Road
Derby, England
David C. O'Kell Executive 5255 Yonge Street, Suite 1050 Executive
Vice President and Willowdale, Ontario Canada Vice-President and
Secretary; Director M2N 6P4 Secretary of SCL
John G. Simmonds Chairman of the Board, 5255 Yonge Street, Suite 1050 Chairman of the Board,
President and Chief Willowdale, Ontario Canada President and Chief
Executive Officer M2N 6P4 Executive Officer of SCL
Michael W. St. Eve Executive 975 Dillingham Road Executive
Vice-President; Pickering, Ontario Canada Vice-President of SCL
Director
</TABLE>
Except Harold Morton, who is a citizen of the United Kingdom, all of
the executive officers and directors of SCL are citizens of Canada.
During the last five years, neither SCL nor any of the directors or
executive officers of SCL has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
SCL acquired 2,710,850 shares of Common Stock for the purchase prices
as described below. After the disposition of 545,000 shares of Common Stock
described in Item 5 subparts (c), (h) and (i), SCL is the beneficial owner of
2,165,850 shares of Common Stock. SCL acquired shares of Common Stock as
follows:
(a) Purchase of 220,500 shares of Common Stock in market
transactions effected between February 8, 1994 and February
28, 1994 for cash, from SCL's working capital, for an
aggregate purchase price of $393,488.20.
(b) Purchase of 21,500 shares of Common Stock in market
transactions in the first week of March, 1994, for an
aggregate purchase price of $51,095.
(c) Purchase of 15,000 shares of Common Stock in market
transactions between June 7, 1994 and June 20, 1994 for cash,
from SCL's working capital, for an aggregate purchase price of
$74,020.
(d) Acquisition of 2,400,000 Common Shares pursuant to terms of
Merger (See item 4 below).
(e) Between March 24, 1995 to March 30, 1995, purchases of 8,850
shares of Common Stock on the open market for cash, from SCL's
working capital, for an aggregate purchase price of
$37,613.
(f) Between March 24, 1995 to March 30, 1995, purchases of 45,000
shares of Common Stock at $4.25 per share from certain of the
persons listed in Item 2 above (all as more fully described in
Item 5 subpart (g)
CUSIP NO. 458134 10 3 Page 4 of 10 Pages
<PAGE> 5
below), for cash from working capital and the additional consideration
of options for the seller thereof to reacquire shares of the Common
Stock at $4.25 per share.
ITEM 4. PURPOSE OF TRANSACTION.
February 1994 Purchases
SCL acquired 220,500 shares of Common Stock for investment purposes in
market transactions effected between February 8, 1994 and February 28, 1994.
At that time it was contemplated that most of these shares would be sold to
certain executive officers of (i) SCL, (ii) Midland International Corp., a
Delaware corporation ("Midland") and a wholly-owned subsidiary of Midland
Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of SCL
and (iii) Roamer One, Inc., a Delaware corporation ("Roamer"). It was also
contemplated that a portion of such shares would be sold to an individual
employed by Hill & Company, a Canadian firm of chartered accountants, which is
an independent contractor of SCL. SCL has subsequently disposed of 110,000
shares of the Common Stock in accordance with SCL's stated intent. (See Item
5(c) below.) In connection with any disposition by SCL of a portion of the
220,500 shares, SCL has not entered and does not intend to enter into any
agreement with respect thereto, including, without limitation, any agreements
relating to the voting or disposition of such shares.
The Merger
Prior to SCL's aforementioned purchase of 220,500 shares, on February
3, 1993, SCL, Roamer and Intek executed a non-binding letter of intent (the
"Letter of Intent"), a copy of which is attached hereto as Exhibit A, setting
forth the principal terms by which Intek would acquire the specialized mobile
radio carrier business of a joint venture ("Simrom") between SCL and Roamer in
exchange for 6 million shares of Common Stock. A copy of the Press Release of
SCL, Roamer and Intek, dated February 7, 1994, with respect to the Letter of
Intent is attached hereto as Exhibit B. Subsequent to execution of the Letter
of Intent, the parties entered in the Amendment to Letter of Intent dated March
29, 1994 (a copy of which is attached hereto as Exhibit C) and extended the
expiration of the Letter of Intent from March 30, 1994 to April 20, 1994. The
Letter of Intent provides that upon consummation of the transaction, SCL would
receive 2.4 million shares of Common Stock and Roamer would receive 3.6 million
shares of Common Stock.
To consummate the transactions contemplated in the Letter of Intent,
Simrom, Intek and Romnet, Inc., a Delaware corporation and a newly formed
wholly owned subsidiary of Intek, entered into a merger agreement (the "Merger
Agreement"), dated April 20, 1994, a copy of which is attached hereto as
Exhibit D. The Merger Agreement provides for (i) the merger (the "Merger") of
Simrom into Romnet, with Romnet as the surviving corporation and (ii) the
conversion, at the Effective Time (as defined in the Merger Agreement), of each
of the issued and outstanding shares of common stock, without par value, of
Simrom (consisting of 10,000 shares) into the right to receive, subject to
certain possible subsequent adjustments, 600 shares of the Common Stock.
Immediately prior to the Merger, sixty percent of the total outstanding voting
stock of Simrom is held by Roamer and the remaining forty percent was held by
SCL. As a result of the Merger, (i) Simrom's business will be conducted by
Romnet as a wholly owned subsidiary of Intek, (ii) effective ultimate control
of Intek will be transferred to Roamer and SCL and (iii) the business of Intek
will be fundamentally redirected.
The Merger Agreement also provided for the creation of seven vacancies
on the Board of Directors to be filled with new Directors nominated by SCL and
Roamer as of the effective time of the Merger. On September 23, 1994, the
Merger was consummated. Following the Merger, and pursuant to the terms of the
Merger Agreement, two of the three elected Directors of Intek resigned, and
three persons nominated by SCL, and three persons nominated by Roamer and one
person jointly nominated by SCL and Roamer were elected to the Board of
Directors of Intek.
In connection with the Merger, Intek's Certificate of Incorporation
was amended to increase the authorized Common Stock to 20,000,000 shares.
CUSIP NO. 458134 10 3 Page 5 of 10 Pages
<PAGE> 6
Other Purchases
During 1994, SCL acquired an additional 36,500 shares of
Common Stock through open market transactions as follows:
During the first week of March, 1994, SCL acquired an additional
21,500 shares of Common Stock;
Between June 7, 1994 and June 10, 1994, SCL acquired an additional
10,000 shares of Common Stock; and
Between June 14, 1994 and June 20, 1994, SCL acquired an additional
5,000 shares of Common Stock.
Between March 24 and March 30, 1995, SCL purchased 8,850 shares of
Common Stock at an average price of $4.25 per share on the open market and an
additional 45,000 shares of Common Stock at $4.25 per share from persons listed
in Item 2 as follows:
<TABLE>
<CAPTION>
PERSON NUMBER OF SHARES
------ ----------------
<S> <C>
John Simmonds 16,150
Harry Dunstan 5,000
Peter Heinke 10,000
David O'Kell 8,850
Michael W. St. Eve 5,000
</TABLE>
In connection with SCL's purchase of the 45,000 shares of Common Stock, SCL has
agreed under the Employee Option Agreement dated as of April 7, 1995, (the
"Employee Option Agreement")(a copy of which is attached hereto as Exhibit I)
to permit each person from whom Intek shares were purchased to repurchase the
same number of such shares at $4.25 per share until March 31, 1997, subject to
SCL's right to cancel these options on 90 days written notice.
Proposed Exchange of Securities
On March 7, 1995, Intek entered into a non-binding letter of Intent
with SCL (the "Letter of Intent")(a copy of which is attached hereto as Exhibit
F), providing for the exchange of securities representing assets of SCL's
Midland International Corporation of Kansas City, Missouri ("Midland"), of
Midland International Limited and of SCL's Simmonds Systems division in
exchange for 15,000,000 shares of Common Stock. If the proposed transaction
were to be consummated, SCL would acquire control of a majority of the Common
Stock of Intek and would effect changes in the Board of Directors of Intek. No
definitive agreement regarding this proposed transaction has been reached.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The 2,165,850 shares of Common Stock were acquired by SCL through
purchases and dispositions of shares of Common Stock as follows:
(a) In February, 1994, SCL acquired 220,500 shares totalling 7.83%
of the then outstanding Common Stock based on the 2,816,499
shares of Common Stock then outstanding as reported by Intek
in its Form 10-K of the year ended December 31, 1993.**
- ---------------------------
** The Schedule 13D filed by SCL on March 7, 1994 mistakenly stated that SCL
had acquired 210,500 shares as of February 28, 1994.
CUSIP NO. 458134 10 3 Page 6 of 10 Pages
<PAGE> 7
(b) In the first week of March, 1994, SCL acquired an additional
21,500 shares, bringing its total shares of Common Stock to
242,000 or 8.59% of the then outstanding shares of Common
Stock.
(c) In transactions effected between March 22, 1994 and March 29,
1994, SCL disposed of 110,000 shares of Common Stock through
sales to (i) certain executive officers of SCL and Midland
International Corp., (ii) Roamer, and (iii) an individual
employed by Hill and Company. These dispositions reduced
SCL's percentage ownership of the Common Stock to 132,000
shares of Common Stock or 4.69% of the then outstanding shares
of Common Stock as of March 29, 1994.
(d) Between June 7, 1994 and June 10, 1994, SCL acquired 10,000
shares of Common Stock, increasing its holding to 142,000,
constituting 5.04% of the 2,816,499 shares of Common Stock
outstanding as reported by Intek in its Form 10-Q for the
quarter ended March 31, 1994.
(e) Between June 14, 1994 and June 20, 1994, SCL acquired an
additional 5,000 shares of Common Stock, bringing its total
holdings to 147,000 shares of Common Stock or 5.22% of the
then outstanding shares of Common Stock.
(f) On September 23, 1994, SCL acquired 2,400,000 additional
shares of Common Stock in the Merger, bringing SCL's total
holdings to 2,547,000 shares of Common Stock or 28.9% of the
then outstanding shares of Common Stock
(g) Between March 24, and March 30, 1995, SCL acquired 53,850
shares of Common Stock on the Open Market and from persons
listed in Item 2 as follows:
<TABLE>
<CAPTION>
PERSON NUMBER OF SHARES
------ ----------------
<S> <C>
John Simmonds 16,150
Harry Dunstan 5,000
Peter Heinke 10,000
David O'Kell 8,850
Michael W. St. Eve 5,000
Open market 8,850
</TABLE>
This acquisition brought SCL's total holdings of shares of
Common Stock to 2,600,850 or 28.9% of the then outstanding
shares of Common Stock.
(h) On April 24, 1995, Extra Clearing B.V. exercised a portion of
the options granted to it by SCL to acquire 35,000 shares of
Common Stock.
(i) On May 1, 1995, Choi & Choi HK Limited exercised the options
granted to it by SCL and a portion of 600,000 additional
options which have been assigned to it by Mr. Murray Sinclair
to acquire 400,000 shares of Common Stock, reducing SCL's
total holdings to 2,165,850 shares of Common Stock (24.3% of
the total outstanding shares of Common Stock), subject to
various contracts and arrangements.
CUSIP NO. 458134 10 3 Page 7 of 10 Pages
<PAGE> 8
Of the persons listed in Item 2, the following beneficially own shares
of Common Stock in the amounts indicated:
<TABLE>
<CAPTION>
PERSON NUMBER OF SHARES SOLE/SHARED VOTING POWER
------ ---------------- ------------------------
<S> <C> <C>
John Simmonds 1,350 sole
Harold Morton 10,000 sole
David C. O'Kell 16,000(1) sole
Michael W. St. Eve 5,000 sole
</TABLE>
(1) Mr. O'Kell disclaims beneficial ownership of 16,000 shares owned by
his wife.
Of the persons listed in Item 2, the following beneficially have
acquired options to purchase from SCL the number of shares of Common Stock
indicated opposite their name below at an exercise price of $4.25 per share:
<TABLE>
<CAPTION>
PERSON NUMBER OF SHARES
------ ----------------
<S> <C>
John Simmonds 16,150
Harry Dunstan 5,000
Peter Heinke 10,000
David C. O'Kell 8,850
Michael W. St. Eve 5,000
</TABLE>
SCL has sole voting and investment power and the right to receive or
direct the receipt of all dividends from or the proceeds of the sale of all of
the shares of Common Stock owned by SCL.
Except as described above, (i) neither SCL nor, to the best of SCL's
knowledge, any person identified in Item 2 hereto beneficially owns any shares
of the Common Stock, and (ii) no transactions in such shares have been effected
during the past 60 days by SCL or, to the best of SCL's knowledge, any person
identified in Item 2 hereto.
As of May 1, 1995, SCL beneficially owned 2,165,850 shares of Common
Stock, subject to various contracts and arrangements. See Item 6.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Of the 2,400,000 shares of Common Stock received by SCL in the Merger,
1,200,000 are held in escrow pursuant to an Escrow Agreement by and among
Intek, American Stock Transfer, as Escrow Agent, SCL and Roamer.
Under the Escrow Agreement, the Escrow Agent will release all
certificates representing the remaining Common Stock Consideration that are
then held in escrow (i) to Roamer and SCL upon the Escrow Agent's receipt of a
written declaration signed by each of Roamer and SCL stating that all or
substantially all of the rights, benefits and obligations, including without
limitation all or substantially all economic rights, which attach to either one
hundred (100) Intek licenses subject to option to purchase agreements, or,
alternatively, fifty (50) licenses subject to option to purchase agreements and
one hundred (100) licenses subject to management agreements, have been built
out and transferred to Intek; or (ii) if (i) has not been satisfied earlier, to
Intek on the fifth anniversary of the Effective Time of the Merger, which
certificates representing the remaining Common Stock Consideration thereafter
shall be cancelled and retired by Intek. Under the Escrow Agreement, Roamer
and SCL have the right to exercise any and all voting and other consensual
rights pertaining to the escrowed shares of the Intek's Common Stock
constituting the Common Stock Consideration and the right to receive and retain
any and all dividends paid in respect thereof.
CUSIP NO. 458134 10 3 Page 8 of 10 Pages
<PAGE> 9
Intek, Roamer, SCL, Vincent Paul and Harold Davis, have also entered
into a Registration Rights Agreement (the "Registration Rights Agreement") to
provide the holders with certain demand and "piggy-back" registration rights
with respect to each share of Intek's Common Stock to be received pursuant to
the Merger as Common Stock Consideration. The Registration Rights Agreement
provides for eligible holders to make up to two written demands that Intek
effect a registration under the Securities Act of 1933, as amended (the
"Securities Act"), of a specified number of shares of Intek's Common Stock.
On September 30, 1994, SCL entered into Memoranda of Understanding
(the "Memoranda of Understanding") (a copy of which is attached hereto as
Exhibit E) with Murray Sinclair and Choi & Choi HK Limited, pursuant to which
Mr. Sinclair and Choi & Choi HK Limited paid SCL Eight Hundred Thousand Dollars
($800,000) and Two Hundred Thousand Dollars ($200,000), respectively, for five
(5) year options to purchase up to eight hundred thousand (800,000) and two
hundred thousand (200,000) shares, respectively, of Intek Common Stock for
$1.50 per share. The options may be exercised partially or in whole at any
time, subject to any applicable regulatory or tax restrictions.
As of March 31, 1995, SCL entered into an option agreement (the "EC
Option Agreement") (a copy of which is attached hereto as Exhibit G) with Extra
Clearing B.V., a corporation incorporated under the laws of the Netherlands
("EC"), pursuant to which Optionee paid SCL Eight Hundred Ninety Thousand
Dollars ($890,000) for five (5) year options to purchase up to eight hundred
ninety thousand (890,000) shares of Intek Common Stock for $1.50 per share.
Four hundred thirty-six thousand (436,000) of the options may be exercised
partially or in whole at any time, subject to any applicable regulatory or tax
restrictions. Four hundred fifty-four thousand (454,000) of the options are
subject to an additional requirement that they cannot be exercised for ninety
(90) days from the date of the EC Option Agreement.
In connection with the EC Option Agreement, as of March 31, 1995 SCL
and the EC also entered into a pledge agreement (the "Pledge Agreement") (a
copy of which is attached hereto as Exhibit H), pursuant to which SCL pledged
eight hundred ninety thousand (890,000) shares of Intek Common Stock to EC in
support of its obligations under the EC Option Agreement.
See discussion the Letter of Intent and the Employee Option Agreement
in Item 4 above.
Except as set forth in this Item 6 and except for the Letter of Intent
and the proposed sale of a portion of the 210,500 shares described in Item 4
above, as to which no written agreements have been entered into, neither SCL
nor, to the best of SCL's knowledge, any person identified in Item 2 hereto has
any contracts, arrangements, understandings or relationships with any person
with respect to any securities of Intek.
ITEM 7. EXHIBITS.
Exhibit A - Letter of Intent, dated February 3, 1994, among SCL, Roamer and
Intek.
Exhibit B - Press Release of SCL, Roamer and Intek dated February 7, 1994.
Exhibit C - Amendment to Letter of Intent, dated March 29, 1994, among SCL,
Roamer and Intek.
Exhibit D - Merger Agreement, dated April 20, 1994, among Simrom, Romnet and
Intek.
Exhibit E - Memorandum of Understanding.
Exhibit F - Letter of Intent
Exhibit G - EC Option Agreement
Exhibit H - Pledge Agreement
Exhibit I - Employee Option Agreement
CUSIP NO. 458134 10 3 Page 9 of 10 Pages
<PAGE> 10
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth herein is true, complete and
correct.
SIMMONDS COMMUNICATIONS LTD.
May 10, 1995
-------------------------------------------------------
(Date)
/s/ David O'Kell
-------------------------------------------------------
(Signature)
David C. O'Kell, Executive Vice President and Secretary
-------------------------------------------------------
(Name/Title)
CUSIP NO. 458134 10 3 Page 10 of 10 Pages
