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: March 18, 1998
MTX INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Colorado 0-10944 84-0729290
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(State of other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
7901 E. Belleview Ave., Suite 50, Englewood, Colorado 80111-6010
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(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (303) 770-9840
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Item 2. Acquisition or Disposition of Assets.
On January 15, 1998, substantially all of the assets of the Registrant
("Foreclosure Assets") were foreclosed upon by a secured creditor, Al W. Blair,
pursuant to the Registrant's default on a revolving credit facility with an
outstanding balance of $141,954. In consideration of Mr. Blair's cancellation of
the credit facility, and extinguishment of all amounts owed thereunder, the
Registrant, on January 15, 1998, assigned the Foreclosure Assets to Mr. Blair.
Subsequent to the foreclosure and assignment, Mr. Blair assigned the Foreclosure
Assets to eTEK International, Inc., a Colorado corporation. Mr. Blair resigned
his position as President of the Registrant as of January 14, 1998. Mr. Blair
currently is a director of the Registrant. As a consequence of the foreclosure,
the computer software business previously operated by the Registrant has ceased
and the Registrant has no current operations. A categorization of the Foreclosed
Assets are set forth on Exhibit A hereto.
Item 5. Other Events.
On February 13, 1998, the Registrant and an unaffiliated third party
company 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. As a consequence of the proposed merger, the business
of the third party company would be assumed by the Registrant. As a result of
the proposed merger, current shareholders of the third party company would hold
approximately 93% of the issued and outstanding shares of common stock of the
Registrant. The merger is subject to (a) negotiation and execution of a
definitive agreement and plan of merger, (b) majority approval of the
shareholders of the Registrant and the third party company, and (c) due
diligence review by the third party company.
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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/ Al W. Blair
March 18, 1998 -----------------------
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(Date) (Signature)
Al W. Blair, Director
/s/ Kevin Cox
March 18, 1998 -----------------------
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(Date) (Signature)
Kevin Cox, Director
/s/ Gary Williams
March 18, 1998 -----------------------
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(Date) (Signature)
Gary Williams, Director
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EXHIBIT INDEX
Exhibit No. Exhibit Description Page
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1 Exhibit A--Categorization of 5
the Foreclosed Assets
EXHIBIT A
(a) All accounts receivable and all rights to the payment of money and all
rights in any merchandise, inventory, or goods, now existing or hereafter
arising, whether due or to become due, and whether or not earned by
performance, including, but not limited to, accounts receivable, leases,
bailments, conditional sale contracts, chattel paper, contracts, contract
rights, instruments, and receivables, together with all right, title,
security, and guarantees with respect to each of the foregoing including
any right to stoppage in transit, and all security interests, liens, and
pledges, whether voluntary or involuntary;
(b) All inventory, in all of its forms, wherever located, now owned or
hereafter acquired by the Registrant, including, but not limited to, (i)
all goods or products (wherever located and whether in possession of the
Registrant or a bailee or other corporation, partnership, individual,
association or other entity for storage, transit or otherwise) held for
sale or lease or furnished under any contract of service and raw materials
and work in process therefor, finished goods thereof, and materials used or
consumed in the Registrant's business; (ii) goods or products in which the
Registrant has an interest in mass or a joint or other interest or right of
any kind; and (iii) goods or products which are returned to or repossessed
by the Registrant, and all accessions thereto and products thereof and
documents therefor, including any documents of title representing any of
the above;
(c) All other agreements for use or purchase of the properties, assets, and
rights described herein or any part thereof and all renewals and extensions
thereof, and all amounts, rents, issues, royalties, profits, and rights and
other sums of money due and to become due under such other agreements for
use or purchase of such properties, assets, or rights and all renewals and
extensions thereof;
(d) All cash, bank deposits, deposit accounts, checks, certificates of deposit,
checking and savings accounts, bankers' acceptances, letters of credit,
United States obligations, state and municipal obligations, obligations of
foreign governments and subdivisions thereof, commercial paper, notes,
instruments (whether negotiable or non-negotiable), drafts, bonds,
debentures of and claims against corporations, joint ventures, persons,
partnerships, whether limited or general, and other entities of every
description, and other instruments and the like;
(e) Any interest in any personal property from which any of the properties,
assets, and rights described above arise, including, but not limited to,
repossessed and returned goods and goods covered by chattel paper;
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(f) General intangibles, including choses in action, or causes of action,
including, particularly, any right of indemnity or other right that the
Registrant may have or thereafter acquire against any person arising under
or with respect to any judgment, statute, or rule and all other properties,
assets, and rights of every kind and nature, including, but not limited to,
rights to refunds, tax refunds, claims for tax refunds, rights of
indemnification, books and records (including, without limitation,
corporate and other business records, customer lists, credit files,
computer programs, printouts and other computer materials and records),
trademarks, trade names, trade styles, registration, licenses, customer
lists, inventions, designs, patents, copyrights and trade secrets;
(g) All rights to all computer software developed or owned by the Registrant
and all rights to all computer software licenses owned by the Registrant;
(h) All equitable rights and interests of whatever kind or nature;
(i) All rights and claims in or under any policy of insurance, including, but
not limited to, insurance for fire, damage, loss, and casualty, whether
covering personal property, real property, tangible rights, or intangible
rights, and all liability, life, key man, and business interruption
insurance, together with the proceeds, products, renewals, and replacements
thereof, including prepaid and unearned premiums;
(j) If owned by the Registrant, any equipment, machinery, tools, furnishings,
fixtures, vehicles, and motor vehicles, and any other goods used or bought
primarily for use in the Registrant's business, together with all products
and proceeds of the foregoing whether due or derived from voluntary or
involuntary disposition;
(k) All instruments, documents, and documents of title, including, but not
limited to, bills of lading, warehouse receipts and the like, trust
receipts and the like;
(l) Any real property owned by the Registrant;
(m) Any interest, whether by corporate shareholdings, or by partnership or
limited liability company interests, or otherwise, in any other entity or
business enterprise, including all rights to receive distributions,
compensation or property from such entity or business enterprise;
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(n) Without in any way limiting the foregoing, the proceeds of any of the
foregoing, whether derived from voluntary or involuntary disposition,
products of the foregoing, and all renewals, replacements, substitutions,
additions, accessions, rents, issue, royalties, and profits of any of the
foregoing, whether now owned, existing or hereafter acquired or arising;
and
(o) All proceeds of and substitutions for any and all of the collateral and, to
the extent not otherwise included, all payments under insurance, or any
indemnity, warranty or guaranty, payable to the Registrant by reason of
loss or damage to or otherwise with respect to any of the foregoing
collateral.
