UNITED STATES OF AMERICA
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) May 12, 1997
(February 12, 1997)
COMTEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Mexico 0-12116 75-2456757
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of Incorporation)
10555 E. Bethany Drive, Aurora, Co. 80014
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 743-
7983
This Document consists of 5 pages
<PAGE>
Item 5. Other Events
Increase in Authorized Shares.
The following amendment to the Articles of Incorporation was
adopted by the Shareholders of the corporation on March 28, 1997 in
the manner prescribed by the New Mexico Business Corporation Act:
V. Article 5(A) of the articles of incorporation is hereby
amended to read in its entirety as follows:
A) Authorized Shares: The aggregate number of shares
which the corporation shall have authority to issue is 110,000,000
shares. One Hundred Million (100,000,000) shares shall be
designated "Common Stock", and shall have a par value of $.001.
Ten Million (10,000,000) shares shall be designated "Preferred
Stock", and shall have a par value of $.001 per share, and shall be
issued for such consideration, expressed in dollars, as the Board
of Directors may from time to time, determine.
Shareholder Authorization for Recapitalization.
On March 28, 1997 the Shareholders of the Company approved a
proposal to give the Company's Board of Directors authority to
institute a reverse stock split of from 3 for 1 to 100 for 1 at the
discretion of the Board of Directors until December 31, 1997. Such
a reverse stock split, if instituted, could adversely effect the
market value of the shares since the market price of the shares may
not proportionately follow the ratio of any potential reverse stock
split.
New Director Appointed By The Board of Directors
Daniel Melnick, age 65 was appointed as a Director of the Company
by the Board of Directors at the annual meeting of the Board of
Directors of the Company held on March 28, 1997. Mr. Melnick
replaces Robert Clausen who previously resigned as a Director (for
personal reasons not involving any disagreement with the Company)
on February 12, 1997 prior to the annual meeting of the
Shareholders and election of directors. It is anticipated that Mr.
Melnick will assume duties as a director at the next meeting of
directors. Mr. Melnick had no previous affiliation with the
Company.
Potential Acquisition of Assets
On April 7, 1997, ComTec International, Inc. (the "Company")
announced its intent based upon tentative agreements to acquire six
(6) giant light-emitting diode (LED) screens, at appraisals of
value to be completed, in a nonpublic exchange, for shares of
common stock of the Company. The potential asset acquisition,
subject to audit, title review and market evaluation of the giant
LED screens is also contingent upon sufficient authorized and
unissued shares of the Company's common stock being available.
Preliminary estimates value the assets to be acquired at $2.4
million. At such valuation the acquisition will require the
issuance of 25,000,000 shares of the common stock of the Company
($.096 per share). A closing date for achievement of the
transaction, to be facilitated through Geneva Reinsurance Company,
Ltd., a corporation organized outside of the United States of
America, has not yet been determined. The giant LED screens
provide active light presentation programs, adaptable for indoor or
outdoor use for sporting events, advertising displays and other
theatrical applications. LED screens are compatible with computer,
television, VCR and other electronic programming, including live
and taped feeds. The Company anticipates that upon the
2
<PAGE>
acquisition of the giant screens it will, through a wholly owned
subsidiary, lease out the screens. The preliminary agreement
involving Geneva Reinsurance Company, Ltd. described herein also
calls for potential debt funding to be received by the Company in
the amount of One Million Dollars ($1,000,000) under terms to be
negotiated. Such debt funding agreement is anticipated to be
completed by April 30th , 1997. Geneva Reinsurance Company, Ltd. had
no previous affiliation with the Company.
Debt Funding
ComTec International, Inc. (the "Company") formulated a preliminary
financing arrangement and tentative debt conversion option process
and obtained One Million Five Hundred Thousand Dollars ($1,500,000)
of debt financing by issuing a Debenture to Geneva Reinsurance
Company, Ltd., a corporation organized outside of the United States
of America. The Debenture requires interest of 12% per annum
payable February 28, 1998. The Debenture matures and the entire
principal amount is due February 28, 1998. Potential conversion
option features anticipate the reservation of shares for potential
conversion with rights for conversion into shares of the common
stock of the Company at any time prior to maturity. The conversion
feature permits the holder of the debenture to convert all or any
part of the Debenture into shares of the .001 par value common
stock of the Company at the rate of 1000 shares per $96.00 of
Debenture principal. If converted the holder is to receive
warrants to purchase a number of shares equal to shares of common
stock received in the conversion, said warrants to be exercisable
at any time during a three year period following conversion at an
exercise price of $.90 per share. Geneva Reinsurance Company, Ltd.
had no previous affiliation with the Company.
Exhibits
5.1 Amendment to Articles of Incorporation
SIGNATURES
ComTec International, Inc.
(Registrant)
Date: May 9, 1997
s/s Donald G. Mack
______________________________
Donald G. Mack - Authorized Officer
Treasurer, and President.
3
<PAGE>
Exhibit 5.1 Form 8-K - ComTec
International, Inc.
Articles of Amendment
To The
Articles of Incorporation
Pursuant to the provisions of Section 53-13-4 of , NMSA 1978, the
undersigned corporation adopts the following Articles of Amendment
to its Articles of Incorporation:
ARTICLE ONE: The Corporate name and NMSCC# of the corporation are:
ComTec International, Inc. NMSCC# 1180645
ARTICLE TWO: The following amendment to the Articles of
Incorporation was adopted by the Shareholders of the corporation on
March 28, 1997 in the manner prescribed by the New Mexico Business
Corporation Act:
V. Article 5(A) of the articles of incorporation is hereby amended
to read in its entirety as follows:
(A) Authorized Shares: The aggregate number of shares which
the corporation shall have authority to issue is 110,000,000
shares. One Hundred Million (100,000,000) shares shall be
designated "Common Stock", and shall have a par value of $.001.
Ten Million (10,000,000) shares shall be designated "Preferred
Stock", and shall have a par value of $.001 per share, and shall be
issued for such consideration, expressed in dollars, as the Board
of Directors may from time to time, determine.
ARTICLE THREE: The number of shares of the corporation outstanding
at the time of such adoption was 49,932,947 common shares and the
number of shares entitled to vote thereon was 49,932,947.
ARTICLE FOUR: The designation and number of outstanding shares of
each class entitled to vote thereon as a class were as follows:
CLASS NUMBER OF SHARES
Common 49,932,947
ARTICLE FIVE: The number of shares voting for such amendment was
26,976,452 and the number of shares voting against such amendment
was 1,347,346.
4
<PAGE>
ARTICLE SIX: The number of shares of each class entitled to vote
thereon as a class voted for and against such amendment,
respectively, was:
CLASS NUMBER OF SHARES
Common FOR AGAINST
Article V - increase in common
and preferred shares 26,976,452 1,347,346
ARTICLE SEVEN: The manner, if not set forth in such amendment, in
which any exchange, reclassification, or cancellation of issued
shares provided for in the amendment shall be affected, is as
follows:
Not Applicable
DATED: April _14_ 1997.
ComTec International, Inc.
(CORPORATE NAME)
s/s Donald G. Mack
BY: _______________________
Donald G. Mack, Its President
s/s Thomas Moscariello
AND: ______________________
Thomas Moscariello,
Its Secretary
Under penalty of perjury, the undersigned declares that the
foregoing document executed by the corporation and that the
statements contained therein are true and correct to the best of my
knowledge:
s/s Donald G. Mack
ATTEST: ____________________________
Donald G. Mack, Its President
5
