As filed with the Securities and Exchange Commission on
May 14, 1997
SEC Registration No._________________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
COMTEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Mexico 75-2456757
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10855 E . Bethany Drive, Aurora, CO 80014
(Address of Principal Executive Offices) (Zip Code)
Employment Contract with Clifford S. Perlman dated May 10, 1995
Employment Agreement with Donald G. Mack dated December 25, 1995
Employment Agreement with Mitchell B. Chi dated June 14, 1996
Consulting Agreement with Gordon E. Beckstead Associates, Inc.
dated October 4, 1996
Consulting Agreement with Dihle & Co., P.C., dated February 1, 1997
Consulting Agreement with Donald O. Smith, dated October 1, 1996
Consulting Agreement with The Novum Consulting Group, LLC dated
July 23, 1996
(Full title of the plan)
Donald G. Mack, President
ComTec International, Inc.
10855 E Bethany Drive
Aurora, Colorado 80014
(Name and address of agent for service.)
(303) 743-7983
(Telephone number, including area code, of agent for service)
COPIES TO:
Dihle & Co. , P.C.
1720 South Bellaire Street Suite 108
Denver, Colorado 80222
Phone (303) 753-4520
Fax (303) 753-4567
Exhibit index on consecutive page 15 Consecutive page 1 of 26
<PAGE>
- ------------------------------------------------------------------
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of securities Amount to be Proposed Propoxed Amount of
to be registered registered maximum offering- maximum registration fee
price per unit aggregate offer-
ing price
- ------------------- ------------ ----------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Common stock 2,919,205 $.014 $408,689 $123
- --------------------------------------------------------------------------------------
common stock,
$.001 par value,
under Consulting
and Employment
Agreements
- --------------------------------------------------------------------------------------
<FN>
(1) Calculated based on Rule 457 (h). Average of the closing bid ($.125) and asked
prices ($.15625) as of May 8th, 1997.
</TABLE>
2
<PAGE>
PROSPECTUS
COMTEC INTERNATIONAL, INC.
.001 Par Value Common Stock
2,919,205 SHARES OFFERED FOR RESALE
This Prospectus covers 2,919,205 shares of common stock owned by
certain shareholders. ComTec International, Inc., a New Mexico
corporation (the "Company") will not receive any proceeds from the
sale of these shares. The holders of these shares intend to sell
their shares directly, through agents, dealers, or underwriters, in
the public market, or otherwise, on terms and conditions determined
at the time of sale by such holders or as a result of private
negotiation between buyer and seller. Expenses of any such sale
will be born by the parties as they may agree. See "Selling
Security Holders."
THESE SECURITIES ARE SPECULATIVE, INVOLVE A HIGH DEGREE OF RISK AND
IMMEDIATE SUBSTANTIAL DILUTION AND SHOULD NOT BE PURCHASED BY
ANYONE WHO CANNOT AFFORD THE LOSS OF HIS ENTIRE INVESTMENT. SEE
"RISK FACTORS" AND "DILUTION."
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is May 12, 1997
3
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission
(the "Commission"), Washington, D.C., a Registrations Statement on
Form S-8 under the Securities Ace of 1933 as amended (the
"Securities Act"), with respect to the securities offered by this
Prospectus. This Prospectus does not contain all the information
set forth in the Registration Statement, certain items of which are
contained in schedules and exhibits to the Registration Statement,
as permitted by the rules and regulations of the Commission.
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information
with the Commission. Such reports and other information can be
inspected and copied at the public reference facilities maintained
by the Commission at Room 1024, 450 Fifth Street, N.W., Washington,
DC 20549; 500 W Madison Street, Suite 1400, Chicago, Illinois
60661; and 7 World Trade Center, Suite 1300, New York, New York
10048. Copies of such material can be obtained from the Public
Reference Section of the Commission, Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
The Commission maintains a Web site that contains reports, proxy
and information statements, and other information regarding the
Company ,which files electronically with the Commission. The
address of this Web site is "http://www.sec.gov."
NO PERSON HAS BEEN AUTHORIZED BY THE COMPANY TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY STATE IN
WHICH AN OFFER OR SOLICITATION IS NOT AUTHORIZED BY THE LAWS
THEREOF. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALES
MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF.
Statements and descriptions herein concerning agreements or other
documents filed as exhibits to the registration statement filed in
connection with this Prospectus are necessarily summaries of such
documents and are qualified in their entirety by reference to the
completed text of the applicable document filed with the
Commission, which text is incorporated in this Prospectus by
references to such agreements or documents.
4
<PAGE>
TABLE OF CONTENTS
Page
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE.................................................. 3
RISK FACTORS.................................................. 4
SELLING SECURITY HOLDERS...................................... 10
PLAN OF DISTRIBUTION.......................................... 11
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES................ 11
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
There are incorporated in this Prospectus by reference the
following documents which have been filed with the Commission:
(a) Company's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1996, filed pursuant to Section 13(a)
of the Exchange Act; and
(b) Company's quarterly reports on Form 10-QSB for the fiscal
quarters ended September 30, 1996 and December 31, 1996;
Company's Current Report on Form 8-K dated August 14,
1996, September 12, 1996, and May 12, 1997 and all other
reports, if any, filed by the Company pursuant to Section
13(a) of the Exchange Act since the end of the fiscal
year ended June 30, 1996.
(c) The description of Company's Class A common stock
contained in the Registration Statement on Form 8-A
declared effective by the Commission on July 8, 1984
under Section 12 of the Exchange Act, including any
amendment or report filed for the purpose of updating
such description.
All documents filed by the Company pursuant to Section 13(a), 13
(c), 14 and 15(d) of the Exchange Act after the date hereof and
prior to the termination of the offering of the shares offered
hereby, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing of such
documents.
Documents incorporated by reference herein may be obtained, without
charge, upon written or oral request to:
ComTec International, Inc.
10855 E Bethany Drive
Aurora, Colorado 80014
(303) 743-7983
Attention: Corporate Secretary
5
<PAGE>
RISK FACTORS
The purchase of the shares offered hereby involves a high degree of
risk. Prospective investors should carefully consider the
following factors, among others set forth in this Prospectus,
before making a decision to purchase the shares.
Risk Factors Relating to the Company
Limited Capitalization and Lack of Working Capital. The Company
has limited capitalization and is dependent upon the proceeds of
private and public offering to continue as a going concern,
implement its business plan , and in completing its targeted
acquisitions. As of June 30, 1996, the audited results of the
Company indicated assets of $2,377,075 and negative working capital
of $1,300,149. Subsequent to fiscal year end June 30, 1996, and by
December 31, 1996, the Company's assets have increased to
$4,197,126 and its working capital increased to a negative
$1,654,821. Included in the June 30, 1996 financial statements and
recorded as an offset to stockholders' equity is a media
advertising contract in the amount of $1,950,000 of which $1,300,00
has been prepaid by the Company.
Although the Company will endeavor to finance its working capital
needs through additional debt or equity financing, there is no
assurance that this financing can be obtained on terms acceptable
to the Company. In addition, any debt financing may require the
Company to mortgage, pledge, or hypothecate its assets.
Furthermore, as of June 30, 1996, the Company was in default
covering certain notes payable to related parties and short-term
notes and there is no guarantee that even if the future debt or
equity financing is secured future defaults can or will be cured.
As of June 30, 1996, $65,835 of related party notes payable,
$170,347 of short-term notes and $620,000 of long term debt was in
default and remains in default as of the date of this Prospectus.
All during 1996 and to the date of this Prospectus, the Company has
had and continues to have a substantial need for working capital to
cure prior loan defaults, close various acquisitions, and for
normal operating expenses associated with the Company continuing as
a going concern. The Company is currently in discussions with one
or more companies for a private and/or public debt and equity
financing package(s).
New Business Venture. Although management of the Company has had
extensive experience in the communications industry, the Company
itself has recently been restructured and has only a limited
history of operations. The Company has not yet recorded any
significant revenues from operations. The Company has not yet
realized any operating profits and does not anticipate any
operating profits for six to twelve months, predominately as a
result of the significant acquisition costs, construction build out
costs of SMR, and the cost of switching and satellite uplinking
communications equipment. It can be expected that future operating
results will continue to be subject to many of the problems,
expenses, delays, and risks inherent in the establishment of a new
business enterprise, many of which the Company has no control.
There can be no assurance, therefore, that the Company will be able
to achieve or sustain profitability in future periods. Even if the
Company's operations eventually prove to be marginally profitable,
the value of the Company's common stock, and the potential return
to investors, could be substantially diminished. Consequently, an
investment in the Company is highly speculative and no assurance
can be given that purchasers of the shares of common stock offered
hereby will realize any return on their investment or that
purchasers will not lose their entire investment. The Company was
restructured on May 10, 1995 as a result of an acquisition of all
of the assets of Keystone holding Corp. And therefore has very
limited operating history and revenues. Activities to date have
been limited to: (1) in the Company's major endeavor, acquisition
agreements to acquire an interest in over 4,700 SMR channels and
related technology; and formation of a Colorado Corporation,
American Wireless Network, Inc. on December 3rd, 1996, now a wholly
owned subsidiary, to facilitate the SMR channel operational
6
<PAGE>
and build out functions; (2) organizational efforts; (3) obtaining
initial and construction financing; recent lateral ventures
including (4) formation of TTI Communications, Inc., a Colorado
Corporation, on February 11th 1997 as an 80% subsidiary of the
Company; and (5) the formation of International Media Group, Inc.
on March 20, 1997 as a wholly owned subsidiary. TTI Communications,
Inc. is engaged in reselling long distance telephone time via
wholesale distribution of prepaid phone cards to convenience stores
for retail distribution. International Media Group, Inc. was
organized to market the rental of portable indoor/outdoor giant LED
video screens to advertisers. The Company must be considered in
its early phase of development, embarking upon a new venture.
Prospective investors should be aware of the difficulties
encountered by such enterprises, as the Company faces all the risks
inherent in any new business, including the limited operating
history and intense competition present in the telecommunications
industry. The likelihood of success of the Company must be
considered in light of such problems, expenses, and delays
frequently encountered in connection with the operation of a new
business and the competitive environment in which the Company will
be operating.
General Risks of Business; No Independent Marketing Studies. The
Company has formulated its business plans and strategies based on
certain assumptions of the Company's management regarding the size
of the market for wireless communications services (with the
Company plans to offering certain key markets within the United
States), the Company's anticipated share of the market, and the
estimated prices for and acceptance of the Company's services.
Although these assumptions are based on the best estimates of
management, there can be no assurance that these assessments will
prove to be correct. No independent marketing studies have been
conducted on behalf of or otherwise obtained by the Company, nor
are any such studies planned.
Dependence on Key Personnel. The Company's success depends to a
significant extent upon the continued service, efforts, and
expertise of its senior management, Messrs. Perlman, Mack and
Moscariello. The Company depends heavily upon the skill and
contacts of Mr. Mack in acquiring operating companies and related
technologies, SMR channels, and SMR operators, along with his
ability to evaluate, acquire, and maintain Company assets. The
Company also depends heavily upon the skills of Mr. Moscariello in
the administration of the Company's business combined with his
knowledge and expertise in handling all sales and marketing
efforts, project cost analysis, and coordination and comparison of
pricing to industry competitors. A loss of the services of any of
these individuals could adversely affect the conduct of the
Company's business. In such event, the Company would be required
to obtain other personnel to manage and operate the Company, and
there can be no assurance that the Company would be able to employ
a suitable replacement for any such individuals, or that a
replacement could be hired on terms which are favorable to the
Company. The Company currently maintains no key man insurance on
the lives of any of its officers or directors.
Intense Competition. There are numerous nationally and
internationally-known corporations and entities which are engaged
in the type of business proposed to be engaged in by the Company.
Competition for asset acquisitions, management, and customer base
in the telecommunications and wireless communications industries is
intense. Most of these competitors have a substantially greater
financial and personnel resources than the Company. Accordingly,
the Company will be at a competitive disadvantage vis-a-vis its
competitors.
Lack of Dividends. The Company has paid no dividends on its common
stock to date, and there are no plans to pay any in the foreseeable
future. Initial earnings which the Company may realize, if any,
will be retained to finance growth of the Company. Any future
dividends, of which there can be no assurance, will be directly
dependent upon the earnings of the Company, its financial
requirements, and other factors.
Possible Rule 144 Sales and Market Overhang. A majority of the
Company's presently outstanding shares of common stock are
"restricted securities" within the meaning of the Securities Act
and may hereafter be sold in compliance with Rule 144 promulgated
thereunder. Rule 144 provides, among other things, and subject to
certain limitations, that a person holding restricted securities
for period of two years (one year under pending regulations) may
sell, every three months, those securities in brokerage
transactions in am amount equal to 1% of the Company's outstanding
common stock or the average
7
<PAGE>
weekly trading volume during the four weeks preceding the sale,
whichever amount is greater. Possible sales of the Company's
common stock pursuant to Rule 144 may, in the future, have a
depressive effect on the price of the Company's common stock,
should a market develop.
Recent 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.
The recent increase (a 100% increase in both authorized common and
authorized preferred stock) in authorized common and preferred
shares creates potential for substantial future dilution of
existing shareholder positions through future issuance of common
stock by the Company which could decrease the book value and market
price of the Company's common stock.
Recent 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. A future reverse stock split also creates potential for
substantial future dilution of existing shareholder positions since
a reverse stock split would in effect increase available shares for
future issuance of common stock by the Company which could decrease
the book value and market price of the Company's common stock.
Preferred Stock Authorized and Issued. The recently amended
Articles of Incorporation of the Company pursuant to a shareholder
vote held March 28, 1997, authorize the issuance of a maximum of
10,000,000 shares of Preferred Stock of which 1,000,000 shares have
been designated any the Company's Board of Directors as Series A
$1.00 Stated Value Convertible Preferred, non-voting shares,
convertible at $10.00 per share; 1,500,000 shares have been
designated as Series B $5.00 Stated Value Convertible Preferred,
non-voting shares, convertible at the rate of one share of the
Company's common stock for each share of Series B Preferred Stock;
and 1,500,000 shares have been designated as Series C $10.00 Stated
Value Convertible Preferred, non-voting shares, convertible at
$10.00 per share. 420,000 Series A Preferred shares have been
issued in connection with a purchase contract for certain real
property by the Company and the potential exits that additional
shares of Preferred Stock may be issued or designated at the option
of the Company to acquire SMR properties, satisfy corporate
obligations, finance growth , and further capitalize the Company,
Other than general discussions and inquiries related to potential
private funding, there is no current plan to issue any additional
shares of Preferred Stock in the foreseeable future. The terms of
a series of Preferred Stock could operate to the significant
disadvantage of holders of outstanding common stock. Such terms
can include, among others, preferences at to voting, dividends, and
distributions on liquidation. Moreover, the issuance of Preferred
Stock in certain circumstances could have the effect of delaying,
deterring, or preventing a change in control of the Company.
Government Regulation. The telecommunications industry, SMR
industry, and the wireless communications industry, and the
wireless communications industry are currently subject to
government regulations as specified by the Federal Communications
Commission ("FCC") and the Communications Act of 1934. The Company
intends to comply with such regulations as required.
8
<PAGE>
Risk Factors Relating to the Offering
Securities Offered by Selling Security Holders. The common stock
being offered hereby are owned by the Selling Security Holders. The
Company will not receive any proceeds from the sale of common stock
by the Selling Security Holders.
Arbitrary Offering Price. The Selling Security Holders have
determined the initial offering price of their shares. The
offering price does not necessarily have any relationship to the
value of the Company or its underlying assets, and should not be
considered as an indication of the actual value of the Company's
common stock.
Possible Volatility of Stock Prices; Penny Stock Rules. The over-
the-counter markets for securities such as the Company's common
stock historically have experienced extreme price and volume
fluctuations during certain periods. These broad market
fluctuations and other factors, such as new service and product
developments and trends in the Company's industry and the
investment markets generally, as well as economic conditions and
quarterly variations in the Company's results of operations, may
adversely affect the market price of the Company's common stock.
The Company's common stock is quoted on the OTC Bulletin Board. If
the Company's common stock is not eligible to be included on NASDAQ
for quotation, the common stock is subject to rules adopted by the
Commission regulating broker-dealer practices in connection with
transactions in "penny stocks." Penny stocks generally are equity
securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on
NASDAQ, provided that current price and volume information with
respect to transactions in such securities is proved by the
exchange or the NASDAQ system). Unless an exemption from the
definition of a "penny stock" is available, any broker engaging in
a transaction in the Company's common stock is required to provide
any with a risk disclosure document, disclosure of market
conditions, if any, disclosure of the compensation of the broker-
dealer and its salesperson in the transaction, and monthly accounts
showing the market values of the Company's common stock held in the
customer's account. The bid and offer quotation and compensation
information must be provided prior to effecting the transaction and
must be contained on the customer's confirmation. It may be
anticipated that a number of brokers may be unwilling to engage in
transactions in the Company's common stock because of the need to
comply with the "penny stock" rules. Consequently, these rules may
affect the ability of broker-dealers to sell the Company securities
and also may affect the ability of purchasers of the shares offered
hereby to sell their shares in the secondary market.
Risk Factors Relating to the Wireless Communications Industry
SMR Acquisition and Implementation Risks. The Company, in
connection with the proposed transactions discussed herein, is
seeking to acquire SMR assets in certain operating territories, and
may in the future pursue acquisition and strategic partnership
opportunities in these and other geographic markets. In light of
such geographic expansion, the Company may continuously reevaluate
its build out plans in order to ensure that it applies its
resources in the areas of greatest potential. There can be no
assurance that the Company will successfully consummate any of the
proposed transactions, future acquisitions, or strategic alliances
or that it will not readjust its priorities such that the build
out of certain markets may be delayed. The successful
implementation of the SMR systems will depend to a significant
degree upon the Company's ability to lease or acquire sites for the
location of its base station equipment. The site selection process
will require the negotiation of lease or acquisition terms for
numerous sites, and will likely require the Company to obtain
zoning variances or other governmental or local regulatory
approvals, and may require FCC and Federal Aviation Administration
approvals, the grant of which are beyond the Company's control
Delays in the site selection process as well as construction delays
and other risk factors referred to in this section could adversely
affect the timing of the implementation of the Company's SMR
systems and SMR acquisitions.
9
<PAGE>
Risks of Implementation of Digital Mobile Networks. A key
component of the Company's business strategy is to implement
Digital Mobile networks. The Company does not anticipate
commencing a build out of a Digital Mobile network in the immediate
future. Completion of the build out in such markets is no
anticipated to occur for some time after the Company has obtained
the necessary capital for both the proposed transactions and
Digital equipment. There can be no assurance that the Company will
be able to implement its Digital Mobile networks in any of such
markets in accordance with its current implementation plans and
financing requirements, or at all. The ability of the Company to
implement Digital Mobile networks in the proposed operating
territories on terms and on a schedule acceptable to the Company
may depend upon further negotiations with certain SMR equipment
vendors and other suppliers for the delivery of infrastructure
equipment and services. If the Company is not able to implement
its Digital Mobile networks, the Company will be unable to provide
services competitive with those of other wireless service
providers, which would significantly limit future subscriber
growth. There are currently several SMR systems in commercial
operation in the United States that utilize Digital technology for
voice coding, compression, and transmission using Motorola's
integrated Radio System technology, although to date, call quality
has not generally been well received commercially. As a result,
the extent of the potential demand for mobile communications and
other services using the Company's Digital Mobile networks cannot
be estimated with any degree of certainty. In addition, there can
be no assurance that existing customers will be willing to invest
in new subscriber equipment necessary to transfer to its Digital
Mobile systems. The success of the Company's Digital Mobile
service could also be affected by matters beyond its control, such
as the future cost of subscriber equipment, manufacturer delays,
system technical or implementation difficulties, marketing and
price strategies of competitors, general economic conditions, and
changes in the regulatory environment as governed by the FCC and
other governmental agencies.
Risks of Developing Technology. In implementing and operating its
Digital Mobile networks, the Company expects to use a digital
compression transmission system that employs a technology known as
Frequency and Time Division Multiple Access ("F-TDMA") technology.
F-TDMA allows the splitting and digital encoding of a single voice
channel to carry a number of voice or data transmissions
simultaneously over a channel that previously supported one
conversation at a time. To a limited extent, the cellular industry
has successfully utilized three-times Time Division Multiple Access
("TDMA"). Private Communications Network ("PCN") is an emerging
technology designed to use up to four-times F-TDMA. PCN provides
for a four-fold increase in capacity that can be implemented in
four stages by employing a combination of TDMA and frequency
splitting F-TDMA. Moreover, the new subscriber units to be used in
connection with Digital Mobile networks are equipped with more
features than existing mobile communication units that have not yet
been used on a commercial basis. Complications associated with
Digital Mobile technology and its integration into the Digital
Mobile networks and new subscriber units may arise during
implementation of the Company's own Digital Mobile networks. If
technical difficulties do occur, the Company cannot predict the
effect this may have on the implementation and operation of the
Digital Mobile networks or on customers' perceptions of its
services.
10
<PAGE>
Changing Technologies. Cellular and SMR operators, including the
Company, are currently evaluating or implementing new Digital
Mobile technology. Although Digital Mobile technology is more
expensive than analog technology, Digital Mobile technology will
increase the capacity of existing analog channels and SMR systems
and may have certain performance advantages (e.g., audio quality
and security) over the analog technology currently used by the
Company. If the Company's competitors in any market implement
Digital Mobile technology, they may be able to offer better quality
transmissions and have more customer capacity than the Company in
that market at that time. While the Company intends to implement
Digital Mobile technology in the future and as it deems necessary,
there can be no assurance that this technology will be successfully
implemented. In addition, there can be no assurance that the
Company's existing customers will be willing to purchase new
subscriber equipment necessary to utilize Digital Mobile
technology even if implemented. The Company may also face
competition from providers of technologies and services introduced
in the future, such as personal communications services and
satellite SMR systems.
Unascertainable Medical Risks. Recent news reports have speculated
on possible medical risks associated with the use of hand-held
cellular mobile telephones. The Company anticipates that initially
a majority of the mobile radios leased and sold by the Company will
not be hand-held, but will be installed in customers' vehicles and
operate through an external antenna. To the Company's knowledge,
mobile telephones installed in vehicles have not been associated
with any health risks to users. Like may SMR operators, the
Company also will sell and lease hand-held "push-to-talk" portable
radios. Because of their "push-to-talk" or "simplex"
configuration, these radios do not have constant power emissions
like hand-held cellular telephones. Although it is not aware of
any evidence of health risks related to installed radio equipment
or simplex hand-held portable models, the Company recognizes that
the perception that health risks exists may adversely affect the
Company's ability to sell, rent, or service its hand-held portable
models.
Regulation. The licensing, operation, and purchase of SMR systems
are regulated by the FCC. The Company currently holds FCC licenses
as a commercial mobile service provider carrier to use SMR radio
channels and has entered into management agreements with respect to
other SMR stations. Each of the Company's licenses is subject to
renewal, and there can be no assurance that licenses will be
renewed upon the expiration of their five-year term. Each license
may also be revoked for cause. In addition, there can be no
assurance that management arrangements, such as those by which the
Company intends to operate a large part of its planned system, will
continue to be consistent with FCC rules, regulations, and
policies, or that the Company's management agreements will
continue in force. Future changes in regulation or legislation
affecting SMR service or the allocation by the FCC or Congress of
additional spectrum for services that compete with SMR service
could adversely affect the Company's business.
11
<PAGE>
SELLING SECURITY HOLDERS
The shares of common stock are not being offered for the account of
the Company, but rather on behalf of the following Selling Security
Holders:
<TABLE>
<CAPTION>
Number of Percentage of
Shares of common stock
common stock to be Owned
Relationship to Owned Prior to Number of after Completion
Name Company Offering Shares Offered of Offering(1)(2)
- ---------- ------------------------- -------------- -------------- ------------------
<S> <C> <C> <C> <C>
Donald G. President, 2,630,380 657,940 3.8%(3)
Mack CEO, CFO, Director
and principal shareholder
Clifford Chairman of 2,953,571 1,482,122 2.8%
Perlman Board of Directors
Dihle & Consultant 70,348 70,348 0%
Co., P.C. (Legal)
Gordon E. Consultant 468,750 386,500 *%(4)
Beckstead (Former)
and
Assoc-
iates, Inc.
Mitchell Employee 45,292 45,282 0%
B. Chi (Former)
Donald O. Consultant 180,000 180,000 0%
Smith (Engineer)
The Novum Consultant 97,000 97,003 0%
Consulting
Group, LLC
<F1>
(1) Based on 51,886,490 shares outstanding as of April 29, 1997
<F2>
(2) During any three month period, sales by Messrs. Mack, and Perlman individually
shall not exceed the greater of (i) one percent (1%) of the outstanding shares of
common stock or (ii) the average weekly reported volume of trading in the common
stock reported through the OTC Bulletin Board during the four calendar weeks
preceding the sale.
<F3>
(3) Does not include 5,381,053 shares of stock owned by Mack Family Trust, Arthur
Mack, Jr. Trustee, of which Donald G. Mack disclaims interest.
<F4>
(4) Less than 1/2 of 1%
</TABLE>
12
<PAGE>
PLAN OF DISTRIBUTION
The Company is paying certain of the expenses of registering the
shares of common stock under the Securities Act, estimated to be
$5,000 in the aggregate, consisting of all costs incurred in
connection with the preparation of the registration statement. In
addition, the Selling Security Holders will pay or assume
accounting expenses, brokerage commissions, or underwriting
discounts incurred in the sale of their securities, which expenses,
commissions, or discounts are not being paid or assumed by the
Company.
The Selling Security Holders intend to sell their shares of common
stock directly, through agents, dealers, or underwriters, in the
over-the-counter market, or otherwise, on terms and conditions and
at prices determined at the time of sale by the Selling Security
Holders or as a result of private negotiations between buyer and
seller. Expenses of any such sale will be borne by the parties as
they may agree.
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Section 53-11-4.1 of the New Mexico Business Corporation Act and
Article 7.05 of the Company's Bylaws permit the Company to
indemnify any director, officer, former director or officer, and
certain other persons against expenses in defense of a suit to
which they are parties by reason of such office, unless they are
adjudged in such suit negligent or guilty of misconduct in the
performance of their duties. By the statute, indemnification is
permitted so long as the officer or director acted in good faith,
reasonably believed that his or her conduct was in the
corporation's best interests or at least not opposed to the
corporation's best interest, and had no reasonable cause to
believe that his or her conduct was unlawful. Indemnification is
not permitted by statute in connection with a proceeding charging
that the officer or director derived an improper personal benefit,
whether or not involving action in an official capacity, in which
proceeding the officer or director was adjudged liable on the basis
that he or she derived an improper personal benefit.
Insofar, as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
13
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents in the by Reference.
The following documents are incorporated by reference in this
registration statement:
(a) Registrant's Annual Report on Form 10-KSB for the fiscal
year ended June 30, 1996, filed pursuant to Section 13(a)
of the Securities Exchange Act of 1934, as amended; and
(b) Registrant's quarterly report on Form 10-QSB for the
fiscal quarter ended September 30, 1996 and December 31,
1996, Registrant's Current Reports on Form 8-K dated
August 25, 1995, December 15, 1995, August 14, 1996,
September 12, 1996; and May 12, 1997 and all other
reports, if any, filed by the Registrant pursuant to
Section 13(a) of the Securities Exchange Act of 1934
since the end of the fiscal year ended June 30, 1996.
(c) The description of Registrant's Class A common stock
contained in the Registration Statement on Form 8-A
declared effective by the Commission on July 8, 1984
under Section 12 of the Securities Exchange Act of 1934,
including any amendment or report filed for the purpose
of updating such description.
All documents filed by the registrant pursuant to Sections 13(a),
13(c),14, and 15(d) of the Securities Exchange Act of 1934 after
the date of this registration statement and prior to the filing of
a post-effective amendment to this registration statement which
indicates that all securities offered hereunder have been sold, or
which deregisters all securities then remaining unsold under this
registration statement, shall be deemed to be incorporated by
reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable; the class of securities to be offered is registered
under Section 12 of the Securities Exchange Act of 1934.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
New Mexico corporate law and Article 7.05 of the Registrant's
Bylaws permit the Registrant to indemnify any director, officer,
former director or officer, and certain other persons against
expenses in defense of a suit to which they are parties by reason
of such office, unless they are adjudged in such suit negligent or
guilty of misconduct in the performance of their duties.
Item 7. Exemption from Registration Claimed.
The Company issued a total of 2,919,205 shares of common stock in
lieu of cash compensation to certain of its consultants, executive
employees, officers and directors. With respect to the issuance of
these shares, the Company relied on the provisions of Section 4(2)
of the Securities Act of 1933, as amended, in that such
transactions did not involve any public offering and the
consultants, executive employees, officers and directors had
sufficient information about the Company.
14
<PAGE>
Item 8. Exhibits.
Exhibit Consecutive
Number Exhibit Page Number
- ------- ------------------------------------------ -----------
4.1 Articles of Incorporation, as amended (filed
as an exhibit to the Registrant's Registration
Statement on Form S-1, No. 82-88530, dated
December 20, 1983, and incorporated herein by
reference) together with new Amendment to
Articles dated April 14, 1997 included herewith 18
4.2 Bylaws (filed as an exhibit to the Registrant's
Registration Statement on Form S-1, No. 82-88530,
dated December 20, 1983, and incorporated herein
by reference)
4.3 Employment Contract by and between Nattem USA,
Inc. And Clifford S Perlman dated May 10, 1995
(filed as an exhibit to the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended
June 30, 1995, and incorporated herein by
reference)
4.4 Employment Agreement with Donald G. Mack dated
December 25, 1995 (filed as an exhibit to the
Registrant's Annual Report of Form 10-KSB for
the fiscal year ended June 30, 1995, and
incorporated herein by reference)
4.5 Consulting Agreement with Gordon Beckstead and
Associates, Inc. dated October 4, 1996 (filed
with Form S-8 registration number 333-13493 on
October 4th 1996 and incorporated herein by
reference)
4.6 Consulting Agreement with Dihle & Co., P.C.
dated February 1, 1997. 20
4.7 Consulting Agreement with Donald O. Smith
dated October 1st, 1996 21
4.8 Employment Agreement with Mitchell B. Chi
dated June 14, 1996 (filed as an exhibit to
the Registrant's Annual Report of Form 10-KSB
for the fiscal year ended June 30, 1995, and
incorporated herein by reference)
4.9 Consulting Agreement with The Novum
Consultling Group, LLC, dated July 23, 1996 22
5.1 Opinion Regarding Legality 26
23.1 Consent of Legal Counsel
(included with Exhibit 5.1)
Item 9 Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post
-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or
Form F-3, and the information required to be included in a post
effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the
15
<PAGE>
Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant's annual report
pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934, that is
incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such
liabilities (other than the payment by the registrant of
expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Aurora, State of Colorado, on May 9, 1997.
COMTEC INTERNATIONAL, INC.
By: s/Donald G. Mack
Donald G. Mack, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in
the capacities and dates indicated.
Chairman of the Board
of Directors
s/Clifford S. Perlman May 12, 1997
Clifford S. Perlman Date
President, Chief Executive
Officer, Acting Chief Financial
Officer, and Director
s/Donald G. Mack May 12, 1997
Donald G. Mack Date
Director and
s/Clifford S. Perlman Secretary May 12, 1997
Clifford S. Perlman Date
17
<PAGE>
Exhibit 4.1 Form S-8 - 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.
18
<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
19
<PAGE>
Exhibit 4.6 Form S-8 - ComTec International, Inc.
Consulting Services Agreement
This agreement for services made this 1st day of February 1997 by
and between ComTec International, Inc., ("ComTec") a New Mexico
Corporation and Dihle & Co. P.C., (Dihle) a Colorado Professional
Corporation.
Section I
For the consideration described in Section II, Dihle agrees to be
available for consultation and to provide such legal, business
advisory and accounting services to ComTec as may be reasonably
requested by the officers and board of directors of ComTec, such
services to include general counsel duties, assistance with
corporate matters and assistance with regulatory matters.
Section II
Dihle shall receive monthly compensation payable on the last
business day of each month included in this contract as follows:
(1) Cash payment of $2500.00
(2) Shares of common stock of ComTec based on the following
formula: $2500 divided by 80% of the closing bid price of ComTec
common stock on the last business date of each month included in
the this contract. Said shares shall be timely issued and
registered by ComTec under S-8 or other registration procedures so
as to make the shares eligible for sale in the public market as
soon as practicable after issuance.
(3) Reimbursement when billed by Dihle to ComTec of all out
of pocket costs for travel, fees and other expenses advanced on
behalf of ComTec or subsidiaries thereof by Dihle.
This agreement shall be effective for the period of February 1997
through April 1997 and may be continued thereafter, modified or
terminated by mutual agreement of ComTec and Dihle.
Section III
The agreement shall not restrict the activities of Dihle in
representation of other clients. Dihle will be available as
necessary to provide services to ComTec but will devote substantial
time to services unrelated to ComTec matters.
Dated and effective the first day written above.
ComTec International, Inc. Dihle & Co. P.C.
s/s Donald G. Mack s/s Gordon Dihle
By: __________________ By: ________________
Donald G. Mack, President Gordon Dihle, President
20
<PAGE>
Exhibit 4.7 Form S-8 - ComTec International, Inc.
Services Agreement
This agreement for services effective as of the 1st day of October
1996 through the 31st day of March 1997 by and between ComTec
International, Inc., ("ComTec") a New Mexico Corporation and Donald
O. Smith, (Smith) an individual, social security number ###-##-####
memorializes and formalizes the agreement for services and related
compensation between the parties hereto.
Section I
For the consideration in cash and/or common stock of ComTec
described in Section II, Smith agrees to be available for
consultation and services to ComTec and to provide such business
advisory and engineering services to ComTec as may be reasonably
requested by the officers and board of directors of ComTec.
Section II
Compensation consisting of initial stock bonus of 72,000 shares,
monthly stock bonus of 8,000 shares and cash and/or stock
compensation equivalent to $9,000 per month to be paid to Smith as
follows:
October 1st 1996 Stock Bonus 72,000 shares ComTec Common Stock
October 1996 Stock Payment 8,000 shares ComTec Common Stock
November Stock Payment 8,000 shares ComTec Common Stock
December Stock Payment 8,000 shares ComTec Common Stock
January 1997 Stock Payment 8,000 shares ComTec Common Stock
Stock in Lieu of January
Cash Compensation 20,000 shares ComTec Common Stock
($4,000 converted cash
compensation)
February Stock Payment 8,000 shares ComTec Common Stock
Stock in Lieu of February
Cash Compensation 20,000 shares ComTec Common Stock
($4,000 converted cash
compensation)
March Stock Payment 8,000 shares ComTec Common Stock
Stock in Lieu of March
Cash Compensation 20,000 shares ComTec Common Stock
($4,000 converted cash
compensation)
TOTAL SHARES TO BE ISSUED: 180,000 Shares .001 Par Value Common Stock
Said shares shall be timely issued and registered by ComTec
under S-8 or other registration procedures so as to make the shares
eligible for sale in the public market as soon as practicable after
issuance.
This agreement shall be effective for the period of October 1996
through March 1997 and may be continued thereafter, modified or
terminated by mutual agreement of ComTec and Smith.
Signed on the _ 28th _ day of March 1997 and effective and binding
from the first day written above.
ComTec International, Inc. Donald O. Smith
s/s Donald G. Mack s/s Donald O. Smith
By: __________________ ________________
Donald G. Mack, President Donald O. Smith
21
<PAGE>
Exhibit 4.9 The Novum Consulting Group LLC
4600 South Ulster Street, Suite 700
Denver, CO 80237
Telephone: (303) 804-3830
Facsimile: (303) 986-6338
Email: [email protected]
THE NOVUM CONSULTING GROUP
July 23, 1996
Mr. Donald Mack, President and CEO
Mr. Mitchell Chi, Vice-President and COO
ComTec International, Inc.
10855 East Bethany Drive
Aurora, Colorado 80014
Gentlemen:
We appreciate the time both of you have spent with us last
Wednesday, July 17, 1966, and again today, to discuss ways in which
we might assist ConTec International, Inc. (ComTec) in various
financial and operating projects. This letter outlines the
agreement we have reached concerning these services.
Novum Consulting Group, LLC (Novum) will provide the services of
Kelsey T. Kennedy, CPA, as Chief Financial Officer for the company.
This assistance will be limited to eight (8) hours per week and
will include oversight of such tasks and responsibilities as may be
assigned by Donald Mack and/or Mitchell Chi. These tasks will
include but not be limited to:
- Assisting ComTec in the selecting and hiring a controller;
- Establishing Dun & Bradstreet, Moody's and S&P ratings;
- Assisting in the briefing of funding sources.
These and other projects may be staffed and performed in-house our
out-sourced to Novum. All work out-sourced will be approved by
Donald Mack or Mitchell Chi. Such projects may include but not be
limited to:
Description Estimated Duration
(Hours)
1. Financial and operational review of JSP
- Lease relief for JSP and John Santucci
Knowledge is Power ..........................................
22
<PAGE>
Comtec International, Inc. July 23, 1996
Description Estimated Duration
(Hours)
- Recommendations for accounting and
operational consolidation with Comtec 40
1. Management of the implementation of JSP
recommendations 40
2. Review of the 10K and Preferred PPM 16
3. Script for brokers on ComTec and stock value 16
4. Management of the 1996 year-end process
- 10K
- Annual Meeting (need to discuss)
- Annual Report 160
5. Financial and operational review of ComTec
- Accounting and Operational recommendations for
Comtec
- Implementation plan 56
Novum will provide other project services staffed and directed by
Novum as requested and approved by by Donald Mack or Mitchell Chi.
These tasks will include but not be limited to:
1. Development of a Strategic Plan
- Strategic focus of the company
- Market and market segments
- Technology
- Licenses and management of the licensing process
- Public policy issues and management
- The acquisition process
- identification
- terms
- negotiation
- closing
- construction
Page 2
23
<PAGE>
Comtec International, Inc. July 23, 1996
Description Estimated Duration
(Hours)
- operational integration
- Management, organization and personnel growth
- Projected revenues and cash flow
- Capitalization and financing programs 200
2. Acquisition program design, management,
implementation and subsequent integration with
ComTec. Undefined
3. Creation and Management of a relationship with
Holmes & Narver and/or an alternate resource,
including:
- Discussions
- Negotiations
- SMR build-out plans and market study for
initial sites
Many benefits should accrue to ComTec as a result of these
projects. These include:
1. Partnership with a strong multifaceted firm
2. Support for key projects
3. Positive stock price impacts
4. Improved prospects for financing(s)
5. Objective third-party business views on important issues
6. Senior management buffering and relief
Our fees for this work will be $180.00 per hour for Managing
Director level project participants, $150.00 per hour for Managers,
$120.00 for Senior Consultants and $90.00 per hour for staff. All
fees paid for this engagement will be paid 60% in cash and 40% in
stock. The stock portion will be restricted common stock, with
registration rights, at the per share price tradingtoday less 10%.
All invoices, both cash and stock, will be due and payable 30 days
after invoice. A $7,000.00 retainer is due and payable when this
engagement letter is signed by you. However, $3,000.00 will be
paid at signing, and $1,200 will be paid in 30 days. The balance
of the retainer will be paid in stock. The cash portion of all
fees will be credited against the retainer.
Page 3
24
<PAGE>
ComTec International, Inc. July 23, 1996
If you have any questions concerning this letter, please call me.
We look forward to working with you on this important project.
Yours very truly,
s/Kelsey T. Kennedy
Kelsey T. Kennedy
Managing Director
Approved and accepted
By: s/Mitchell B. Chi Date: 7/23/96
Title: Chief Operating Officer
Page 4
25
<PAGE>
=================================================================
Dihle & Co., P.C.
1720 Bellaire St, Ste 108 w Denver, CO 80222 w (303) 753-4520
=================================================================
May 14, 1997
ComTec International, Inc.
108555 East Bethany
Aurora, Colorado, 80014
RE: Registration Statements on Form S-8 File No. 333-
Under Securities Act of 1933 (Exhibit 5.1)
Gentlemen:
We are furnishing this opinion and consent with a view to our
filing the same with the Securities and Exchange Commission (the
"SEC") as an exhibit to a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the SEC on or about May
12, 1997.
The Registration Statement covers the registration of 2,919,205
shares (the "Shares") of common stock, .001 par value per share, of
ComTec International, Inc., a New Mexico corporation for sale by
certain employees and Consultants of ComTec International, Inc.
described in the Registration Statement (the "Employee Shares").
We have examined such corporate records, employment contracts,
consulting service contracts, certificates and other documents and
matters of law as, in our opinion, are necessary or appropriate to
enable us to express the opinion rendered hereby.
We have assumed the genuineness of all signatures, the conformity
to the originals of all documents reviewed by us as copies, the
authenticity and completeness of all original documents reviewed by
us in original or copy form and the legal competence of each
individual executing a document.
This opinion is limited solely to the laws of the State of
Colorado.
Based upon the foregoing we are of the opinion that all of the
Offering Shares have been duly authorized and, as issued in
accordance with the employment contracts filed therewith will be
validly issued, fully paid and non-assessable.
We hereby consent to the reference to this firm in the prospectus
included in the Registration Statement.
Sincerely,
Dihle & Co., P.C.
26
