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) December 26, 1997
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(December 4, 1997)
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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)
9350 East Arapahoe Road, Suite 340, Englewood, Co. 80112
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 662-
1198
This Document consists of 3 pages
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Item 2: Acquisition of Assets
By an agreement executed on December 4, 1997, American Wireless
Network, Inc., a wholly owned subsidiary of ComTec International,
Inc. (the "Company") acquired management control of the Specialized
Mobile Radio ("SMR") related assets and licenses owned by
Centennial Communications, Inc. of Denver, Colorado in the
following seven USA metropolitan trade areas: Birmingham, Alabama;
Knoxville, Memphis, and Nashville, Tennessee; Oklahoma City and
Tulsa, Oklahoma; and New Orleans, Louisiana. The transaction was
an arms length purchase and sale transaction, negotiated by the
representatives of each party to the agreement.
The Company and Centennial Communications, Inc., a Colorado
Corporation, initially entered into a letter of intent dated as of
October 8th, 1997 and a formal agreement was entered into on
December 4th , 1997 between American Wireless Network, Inc., a
Colorado Corporation and Centennial Communications Corp. (the
"Agreement") whereby the American Wireless Network, Inc. acquired
management control on December 5th, 1997 of all SMR assets and SMR
licenses owned by Centennial Communications Corp. together with all
SMR related business limited to and located in the following USA
metropolitan trade areas: Birmingham, Alabama; Knoxville, Memphis,
and Nashville, Tennessee; Oklahoma City and Tulsa, Oklahoma; and
New Orleans, Louisiana. The assets to be acquired by the agreement
include SMR licenses issued by the Federal Communications
Commission ("FCC"), radio equipment and antennas, tower site leases
and the customer base of Centennial Communications Corp. in the
seven acquired markets. American Wireless Network, Inc. will
continue to utilize the assets acquired in the transaction for the
same purposes, that of commercial sale of air time to business
users, as was utilized by Centennial Communications Corp. Transfer
of title to the assets and licenses will not occur until a second
closing which is scheduled to occur the later of March 15th, 1998
or ten business days following the final approval of the transfer
by the FCC of SMR licenses related to the seven markets from
Centennial Communications Corp. to American Wireless Network, Inc.
Until transfer of legal title of the assets to American Wireless
Network, Inc., the seven markets are to be operated by American
Wireless Network, Inc. pursuant to a management agreement until
final closing and license transfer. The total purchase price of
the assets is $3,035,697, consisting of cash deposit of $200,000 in
October 1997, payment $1,000,843 in cash on December 4th, 1997, a
promissory note from American Wireless Network, Inc. to Centennial
Communications Corp. in the amount of $444,147 and anticipated
assumption of FCC notes totaling $1,390,707 by American Wireless
Network, Inc.
Prior to this acquisition, neither the Company nor its subsidiary,
American Wireless Network, Inc., had any affiliation with
Centennial Communications Corp. nor any of its officers, directors,
affiliated companies or shareholders.
The Company obtained funding for the initial December 4th, 1997
closing of the herein described asset acquisition from cash
obtained through a convertible debt financing issuance of One
Million Six Hundred Thousand Dollars ($1,600,000) of convertible
debt financing to shareholders of Geneva Reinsurance Company, Ltd.,
a corporation organized outside of the United States of America,
whose shareholders are not residents of the United States of
America. The terms of the convertible debt financing are, maturity
date: December 31, 2000, interest at 12% per annum due on December
31, 2000, and a conversion feature effective after January 31,
1998, allowing the holders of the debt to convert said debt into
equity at the rate of fifty units, each unit consisting of one
share of .001 par value common stock of the Company and one warrant
to purchase one share of .001 par value common stock at a price of
$.58 per share, per one dollar of debt converted. Accrued interest
would be forfeited upon conversion to equity. The Company has
thirty one days from the date of notice of intent of the debt
holder to convert in which to prepay the debt together with accrued
interest thereon, if such debt is so prepaid, the holder's
conversion right is terminated. The convertible debt is
subordinated to all indebtedness of the Company to banks and
financial institutions whether incurred prior to or subsequent to
the convertible debt. The Company has previously received separate
convertible debt financing from shareholders of Geneva Reinsurance
Company, Ltd., part of which has been converted to equity in the
Company as reported by a previous 8-K filing in July, 1997.
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<PAGE>
Item 5. Other Events:
Reverse Stock Split
On December 26th, 1997 the Board of Directors of the Company acted
pursuant to shareholder authority granted at the Annual Meeting of
Shareholders held March 28th, 1997, to declare a one for five
reverse stock split of the Company's .001 par value common stock to
be effective 12:01 A.M. January 31st, 1998. 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.
Change of Address of Registrant
On December 15th, 1997 the Company relocated its principal offices
to Suite 340, East Arapahoe Road, Englewood, Colorado, 80112. The
Company's new phone number is (303)-662-1198. The Company's
subsidiary, American Wireless Network, Inc. which is also located
at such address, entered into a three year lease for the premises,
said lease ending November 30th, 2000.
Item 7. Financial Statements, Pro Forma Financial Information
related to assets purchased from Centennial Communications Corp.
Financial statements, and pro forma financial information required
by Item 7 with respect to the purchase of assets by the Company
from Centennial Communications Corp. will be filed by amendment.
Exhibits
None
SIGNATURES
ComTec International, Inc.
_________________________
(Registrant)
Date: December 26, 1997
s/s Donald G. Mack
______________________________________________
Donald G. Mack - Authorized Officer, Treasurer
and President.
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