MTX INTERNATIONAL INC
8-K, 1998-07-08
COMPUTER INTEGRATED SYSTEMS DESIGN
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                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549



                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


Date of Report:  May 19, 1998


                             MTX INTERNATIONAL, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

       Colorado                     0-10944                84-0729290
- ----------------------------     ------------            -----------------
(State of other jurisdiction     (Commission            (I.R.S. Employer
 of incorporation)                File Number)           Identification No.)


7901 East Belleview Ave., Suite 50, Englewood, Colorado             80111-6010
- -------------------------------------------------------            -----------
(Address of principal executive offices)                            (Zip Code)


Registrants telephone number, including area code:  (303) 770-9840

<PAGE>


Item 5.  Other Events.

     The  Registrant  previously  reported  that,  on  February  13,  1998,  the
Registrant and an unaffiliated third party company had entered into a Memorandum
of  Understanding  setting forth the mutual  understanding of the Registrant and
the third party  company to enter into a merger  transaction,  pursuant to which
the third  party  company  would merge with and into the  Registrant.  The third
party has withdrawn  from the proposed  transaction  and, as a  consequence,  no
merger with such third party will be consummated.  The Registrant  currently has
no assets, business, or employees (including executive officers).


     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.


                                        MTX International, Inc.
                                        (Registrant)

                                        /s/ Gary Williams
May 19, 1998                            -----------------------
- --------------                          (Signature)
                                        Gary Williams, Secretary and Director







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