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 EARLIEST REPORTED EVENT - MARCH 24, 1999
TELEMETRIX INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-14724 59-3453156
(State or other jurisdiction of(Commission (IRS Employer
incorporation or organization)File Number) Identification Number)
1612 N. OSCEOLA
CLEARWATER, FLORIDA 33755
(Address of Registrant's principal executive offices)
(727) 443-3434
(Registrant's telephone number, including area code)
(727) 443-5240
(Registrant's facsimile number, including area code)
ARNOX CORPORATION
(Former name or former address, if changed since last report)
ITEM 5.
OTHER EVENTS
Name Change, Reverse Split and Increase in Authorized Capital
On March 31, 1999, Arnox Corporation filed an amendment to
its Certificate of Incorporation that (a) changed the name of the
corporation to "Telemetrix Inc."; (b) effected a reverse stock
split in the ratio of one (1) new share of the $0.001 par value
common stock of Telemetrix Inc. ("New Common") for every eleven
and one-half (11 1/2) shares of the common stock of Arnox
Corporation ("Old Common") currently issued and outstanding; and
(c) increased the authorized capital stock of the corporation to
25,000,000 shares of $0.001 par value common stock and 5,000,000
shares of $0.001 par value preferred stock. Each of the foregoing
amendments was approved at a meeting of the corporation's
stockholders that was duly called, noticed and held on July 7,
1997.
No fractional shares of New Common will be issued in
connection with the reverse split and all calculations that would
result in the issuance of a fractional share will be rounded up
to the nearest whole number. In addition, no stockholder who was
the beneficial owner of at least 100 shares of Old Common on the
date of the Amendment, will receive fewer than 100 shares of the
New Common of Telemetrix Inc. in connection with the
implementation of the reverse split and all calculations that
would result in the issuance of fewer than 100 shares of New
Common to such a stockholder will be rounded up to 100 shares. As
a result of the amendment, the 3,439,247 issued and outstanding
shares of Old Common will be consolidated into approximately
320,000 shares of New Common in Telemetrix Inc.
The New Common of Telemetrix, Inc. will be listed on the OTC
Bulletin Board under the symbol "TLXT" and open for trading on
Monday, April 5, 1999. All registered holders of certificates for
shares of Old Common will be requested to forward their
certificates to the corporation's transfer agent, together with a
completed and executed letter of transmittal, in order to receive
the shares of Telemetrix Inc. New Common of to which they are
entitled.
ITEM 7.
Financial Statements and Exhibits
(c) Exhibits.
3.1 Amendment to the Certificate of Incorporation of Telemetrix Inc.
(formerly Arnox Corporation) dated March 22, 1999
4.1Specimen Certificate for shares of the $0.001 par value
Common Stock
of Telemetrix Inc.
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, thereunto duly authorized.
Telemetrix Inc.
April 2, 1999
By: /s/
Sally A. Fonner, Chief Executive Officer
Restated Certificate of Incorporation-Page
AMENDMENT TO THE
CERTIFICATE OF INCORPORATION
OF
Arnox Corporation
Arnox Corporation. (the "Corporation"), pursuant to the
requirements of the General Corporation Law of the State of
Delaware, as amended ("GCLD"), hereby certifies:
1. The Amendment to the Certificate of Incorporation set forth
herein was duly adopted in a resolution of the Corporation's
Board of Directors, submitted to the Corporation's stockholders
for their approval, and approved by a majority vote of the
Corporation's stockholders at a meeting called, noticed and held
on the 7th day of July 1997.
2. The number of shares of the Corporation outstanding at the
time of such adoption and the number of shares entitled to vote
thereon was THREE MILLION, FOUR HUNDRED THIRTY-NINE THOUSAND TWO
HUNDRED FORTY-SEVEN (3,439,247) shares of common stock (the
"Common Stock"). The holders of ONE MILLION, NINE HUNDRED FORTY-
NINE THOUSAND EIGHTY-THREE (1,949,083 shares) of Common Stock
were present at the meeting in person or by proxy and each of the
amendments set forth herein was approved by the holders of a
majority of the Corporations' issued and outstanding shares of
Common Stock.
3. The effective date and time of the Certificate of Amendment
shall be 5 p.m. EST on March 31, 1999.
4. The provisions of the original Certificate of Incorporation
and all subsequent amendments thereto are hereby superseded by
the following amendments:
ARTICLE I
NAME
The name of the Corporation shall be Telemetrix Inc.
ARTICLE IV
AUTHORIZED CAPITAL
The Corporation shall be authorized to issue a total of
Thirty Million (30,000,000) shares of capital stock which shall
be subdivided into classes as follows:
(a)Twenty-five Million (25,000,000) shares of the Corporation's
capital stock shall be denominated as Common Stock, have a
par value of $.001 per share, and have the rights, powers and
preferences set forth in this paragraph. The Holders of
Common Stock shall share ratably, with all other classes of
common equity, in any dividends that may, from time to time,
be declared by the Board of Directors. No dividends may be
paid with respect to Corporation's Common Stock, however,
until dividend distributions to the holders of Preferred
Stock, if any, have been paid in accordance with the
certificate or certificates of designation relating to such
Preferred Stock. The holders of Common Stock shall share
ratably, with all other classes of common equity, in any
assets of the Corporation that are available for distribution
to the holders of common equity securities of the Corporation
upon the dissolution or liquidation of the Corporation. The
holders of Common Stock shall be entitled to cast one vote
per share on all matters that are submitted for a vote of the
stockholders. Effective at 5:00 p.m. EST on March 31, 1999,
and without any further action by the holders the Common
Stock of the Corporation, the THREE MILLION, FOUR HUNDRED
THIRTY-NINE THOUSAND TWO HUNDRED FORTY-SEVEN (3,439,247)
issued and outstanding shares of the Corporation's Common
Stock shall consolidated or "reverse split" in the ratio of 1
new share for every 11.5 shares currently held by a
stockholder so that the total issued and outstanding capital
stock of the Corporation shall consist of THREE HUNDRED
TWENTY THOUSAND (320,000) shares, more or less. No fractional
shares shall be issued in connection with the reverse split
and all calculations that would result in the issuance of a
fractional share shall be rounded up to the nearest whole
number. In addition, no stockholder who was the beneficial
owner of at least 100 shares on the date of this Amendment
shall receive fewer than 100 shares of the $.001 par value
Common Stock of the Corporation in connection with the
implementation of the reverse split and all calculations that
would result in the issuance of fewer than 100 shares of
Common Stock to such a stockholder shall be rounded up to 100
shares.
(b)Five Million (5,000,000) shares of the Corporation's
authorized capital stock shall be denominated as Preferred
Stock, par value of $.001 per share. Shares of Preferred
Stock may be issued from time to time in one or more series
as the Board of Directors, by resolution or resolutions, may
from time to time determine, each of said series to be
distinctively designated. The voting powers, preferences and
relative, participating, optional and other special rights,
and the qualifications, limitations or restrictions thereof,
if any, of each such series of Preferred Stock may differ
from those of any and all other series of Preferred Stock at
any time outstanding, and the Board of Directors is hereby
expressly granted authority to fix or alter, by resolution or
resolutions, the designation, number, voting powers,
preferences and relative, participating, optional and other
special rights, and the qualifications, limitations and
restrictions thereof, of each such series of Preferred Stock.
Dated March 22, 1999. ARNOX CORPORATION
By:
Sally A. Fonner,
President and Sole
Director
TELEMETRIX INC
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
CUSIP 87944M 10 7
NUMBER: TEL _______________
SHARES _________________
[See reverse side for certain definitions]
This certifies that __________________ is the owner of
___________________
FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, OF
$.001 PAR VALUE, OF TELEMETRIX INC., transferable on the
books of the Corporation by the holder hereof in person or
by duly authorized attorney, upon surrender of this
certificate properly endorsed.
This certificate is not valid until countersigned by the
Transfer Agent and Registrar.
WITNESS the facsimile seal of the Corporation and the
facsimile signatures of its duly authorized officers.
Dated:
Secretary: /s/ Michael L. Glaser
President : /s/ Michael Tracy
Countersigned and Registered: CONTINENTAL STOCK TRANSFER &
TRUST COMPANY, Jersey City, NJ - Transfer Agent and
Registrar authorized officer [signature] _________________.
Corporate Seal: Telemetrix Inc., 1983, Delaware.
REVERSE SIDE:
The Corporation will furnish without charge to each
stockholder who so requests a statement of the designations,
powers, preferences and relative participating, optional or
other special rights of each class of stock or series
thereof of the Corporation and the qualifications,
limitations or restrictions of such preferences and/or
rights. Such request may be made to the Corporation or the
Transfer Agent.
The following abbreviations, when used in the inscription on
the face of this certificate, shall be construed as though
they were written out in full according to applicable laws
or regulations:
TEN COM - as tenants in common; TEN ENT - as tenants by the
entireties; JT TEN - as joint tenants with right of
survivorship and not as tenants in common; UNIF GIFT MIN ACT
- - __[cust]______custodian, _[minor]_ under Uniform Gifts to
Minors Act (state name).
FOR VALUE RECEIVED, the undersigned hereby sells, assigns
and transfers unto ____________________ [social security
number or other identifying number of assignee; printed name
and address of assignee, including zip code] shares of the
capital stock represented by the within Certificate, and do
hereby irrevocably constitute and appoint ____________
Attorney to transfer the said stock on the books of the
within named Corporation with full power of substitution in
the premises.
Dated _________________________
Notice: The signature to this assignment must correspond
with the name as written upon the face of the certificate in
every particular, without alteration or enlargement or any
change whatever.
Signature(s) Guaranteed:
_____________________________
The signature(s) should be guaranteed by an eligible
guarantor institution (banks, stockbrokers, savings and loan
associations and credit unions with membership in an
approved signature guarantee medallion program), pursuant to
S.E.C. RULE 17Ad-15.
