<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
September 21, 2000 (August 24, 2000)
-------------------------------------------------
ARMITEC, INC.
Delaware 0-11419 22-2435595
-------- ------- ----------
(State or other (Commission File (IRS Employer
jurisdiction of No.) ID No.)
incorporation)
Post Office Box 21238, St. Simons Island, Georgia, 31522-0738
-------------------------------------------------------------
(Address of principal executive offices)
912-634-2584
------------
(Registrant's telephone number, including area code)
Family Health Systems, Inc.
---------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. OTHER EVENTS.
On August 24, 2000, the majority of the shareholders of Registrant
elected to change the name of Registrant from Family Health Systems, Inc. to
Armitec, Inc. Additionally, on August 24, 2000, the majority of the shareholders
of the Registrant elected to increase the authorized shares of Common Stock of
the Registrant to fifty million (50,000,000). An amendment to Registrant's
Certificate of Incorporation reflecting the name change and increase in the
authorized shares of Capital Stock was filed with the Secretary of the State of
Delaware on August 30, 2000.
On September 8, 2000, Armitec, Inc. received a new symbol from NASDAQ.
As of that date, Armitec, Inc. is traded on the OTC Bulletin Board under the
symbol AMTI.
On September 15, 2000, the Board of Directors and the majority of the
shareholders of Armitec, Inc. approved the terms of the purchase of Armitec.com,
Inc. Those basic terms involve the issuance of Armitec Common Stock to the
shareholders of Armitec.com in exchange for their shares of Armitec.com., so
that after the issuance, the shareholders of Armitec.com will hold 45.68% of the
outstanding shares of Armitec and the current shareholders of Armitec will
retain 10.00% ownership. Additionally, 39.32% of the outstanding shares of
Armitec will be reserved for use in a Private Offering of such shares in order
to raise capital for Armitec. To the extent that such shares are not sold in a
Private Placement, the Armitec.com shareholders may purchase such shares for a
nominal amount. Additionally, 5.00% of the outstanding shares of Armitec will be
reserved to hire consultants to assist Armitec after the acquisition.
Armitec.com is a manufacturer and distributor of high quality uniforms
and accessories using the Internet and direct mail to reach its consumer
customer base and employing sales representatives to sell to retailers and
catalog houses. Armitec.com targets persons in state and local enforcement
agencies, fire departments, EMT, private security agencies and the postal
retailers and catalog houses.
On September 15, 2000 Armitec executed a definitive Plan and Agreement
to Exchange Stock with Armitec.com. The closing date of the foregoing stock
exchange is dependent upon the completion and satisfaction of required
shareholder consents and notifications.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Exhibit
<TABLE>
<S> <C>
5.1 Amendment to Certificate of Incorporation dated August 29, 2000.
</TABLE>
<PAGE> 3
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 hereto duly authorized.
ARMITEC, INC. (FORMERLY KNOW AS FAMILY
HEALTH SYSTEMS, INC.)
(Registrant)
Dated: September 21, 2000 By /s/ William S. Bryant
-----------------------------------
William S. Bryant
President
5.1-2
