CUSIP No. 042624106 SCHEDULE 13D Page 1 of 6
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
TELEMETRIX INC.
formally known as
ARNOX CORPORATION, A DELAWARE CORPORATION
Common Stock
(Title of Class of Securities)
87944M107
(CUSIP Number)
(Former CUSIP Number: 042624106)
Hartford Holdings Ltd.
c/o Michael L. Glaser, Esq.
Haligman Lottner Rubin & Fishman, P.C.
633 Seventeenth Street, Suite 2700
Denver, Colorado 80202
(303) 292-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 13, 1999
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X] (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 042624106 SCHEDULE 13D Page 2 of 6
1 NAME OF REPORTING PERSON (S.S. OR I.R.S. IDENTIFICATION)
Hartford Holdings Ltd. (none)
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
Share Exchange
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS, BRITISH WEST INDIES
- ------- ----------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 6,900,000 Shares
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 Shares
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 6,900,000 Shares
WITH
10 SHARED DISPOSITIVE POWER
Not Applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
6,900,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
53.5423295%
14 TYPE OF REPORTING PERSON
CO (Not a U.S. person)
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CUSIP No. 042624106 SCHEDULE 13D Page 3 of 6
Item 1. Security and Issuer
Class: Common Stock (the "Shares" or "Arnox Shares")
Issuer: Arnox Corporation, a Delaware corporation ("Arnox")
1612 North Osceola Avenue
Clearwater, Florida 34615
Item 2. Identity and Background
(a) Name Hartford Holdings, Ltd. ("HHL" or "Acquiror")
(b) Place of Cayman Islands, British West Indies
Organization
(c) Principal Business Telecommunications and other business investments
(d) Address of Box 143
Principal Office Cayman Islands
British West Indies
(e) Criminal Neither HHL nor William W. Becker, its sole
convictions shareholder, have been convicted in a criminal
proceeding.
(f) Federal or state Neither HHL nor William W. Becker, its sole
securities actions shareholder, are subject to a judgment, decree
or final order enjoining future violations of federal
or state securities laws.
Item 3. Source and Amount of Funds or Other Consideration
Acquiror will receive its Shares in exchange for securities of another
corporation, as described in Item 4.
ITEM 4: PURPOSE OF TRANSACTION HHL will acquire the Shares pursuant to a
business reorganization ("Reorganization") among the Issuer ("Arnox"),
Telemetrix Resource Group, Inc., a Colorado corporation ("TRG"), and Tracy
Corporation II, a Nebraska corporation, ("Tracy II"). Under the Reorganization
Agreement (the "Plan") between these parties, Arnox will effect a reverse split
of all pre-Reorganization issued and outstanding shares of its common stock in
the ratio of one (1) share of new common stock (the "Arnox Shares") for each
11.5 shares presently outstanding (the "Reverse Split"). Arnox will then acquire
all of the issued and outstanding shares of TRG and Tracy II in exchange for
Arnox Shares. The Reorganization will expand the Issuer's business to encompass
the telecommunications software, technology and services of TRG and Tracy II. In
conjunction with the Reorganization, Arnox will apply for listing on NASDAQ.
Arnox will subsequently change its name to Telemetrix Inc. (a Delaware
corporation) and Telemetrix Inc. will become the successor issuer to Arnox
pursuant to Rule 12g-3(a).
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CUSIP No. 042624106 SCHEDULE 13D Page 4 of 6
(a) As a significant shareholder of TRG and Tracy II, Acquiror will own
approximately 53.5423295% of Arnox Shares after the Reorganization.
Arnox's pre-Reorganization shareholders will own approximately 2.5% of
Arnox Shares, while the other TRG and Tracy II shareholders will own
approximately 36.39326450% of Arnox Shares. Additional Arnox Shares will
be issued in payment of professional services, compensation for services
rendered, and in payment of a finder's fee.
(b) As previously described, HHL will acquire the Shares pursuant to the
Reorganization, which will reorganize the issuer's corporate structure.
Arnox will become the parent corporation, with TRG and Tracy II becoming
wholly-owned subsidiaries.
(c) Upon completion of the Reorganization, directors nominated by the
shareholders of TRG and Tracy II (including HHL) will constitute 100% of
Arnox's Board of Directors.
In accordance with Section 14(f), Arnox will file an information statement
meeting the requirements of Rule 14(f)(1), and distribute that statement
to its shareholders at least ten days before the new directors take
office.
(e) Arnox will have a different capitalization after consummation of the
Reorganization, as the shareholders of TRG and Tracy II (including HHL)
will own approximately 90% of Arnox's capital stock, and Arnox's
pre-Reorganization shareholders will own approximately 2.5%. After the
Reorganization, Arnox intends to retain earnings for financing its growth
and for general corporate purposes and will not pay dividends on its
common stock.
(f) As previously described, the Reorganization will reorganize the issuer's
corporate structure. Arnox will become the parent corporation, with TRG
and Tracy II becoming wholly-owned subsidiaries. Moreover, Arnox's
business will encompass the telecommunications software, technology and
services of TRG and Tracy II.
(f) Arnox's will amend its Articles of Incorporation in conjunction with the
Reorganization and the name change to Telemetrix Inc.
(h) Arnox shares are currently listed on the NASD's OTC Electronic Bulletin
Board ("OTC- BB). Telemetrix Inc., as the successor to Arnox, will seek
listing on the NASDAQ system, but will remain listed on the OTC-BB pending
approval of the NASD for listing on the NASDAQ.
(i) Not applicable.
(j) Not applicable.
ITEM 5: INTEREST IN SECURITIES OF ISSUER.
(a) Upon completion of the Reorganization, HHL will beneficially own 6,900,000
Telemetrix Shares (53.5423295% of class).
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CUSIP No. 042624106 SCHEDULE 13D Page 5 of 6
(b) Upon completion of the Reorganization, HHL will have sole Voting and
Disposition powers over 6,900,000 Arnox Shares, and will not share Voting
or Disposition powers over any Arnox Shares. William W. Becker is
authorized to exercise sole voting and investment control over holdings of
HHL.
(c) Other than the Reorganization Agreement, during the past sixty days HHL
has not effected any transactions in the shares of Arnox.
(d) No person, other than HHL, has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
securities to be acquired by HHL in the Reorganization.
(e) Not applicable.
ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
None.
ITEM 7: MATERIALS TO BE FILED AS EXHIBITS.
(1) Exhibit 1. Reorganization Agreement among Arnox Corporation, Telemetrix
Resource Group, Inc.,Tracy Corporation II, and the Shareholders of one
hundred percent (100%) of the issued and outstanding stock of Tracy
Corporation II and Telemetrix Resource Group, Inc. (i.e., Hartford
Holdings, Ltd., Michael L. Glaser, and Michael J. Tracy; collectively, the
"Shareholders"). REFERENCE AMENDED 8-K, FILED APRIL 23, 1999
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CUSIP No. 042624106 SCHEDULE 13D Page 6 of 6
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
HARTFORD HOLDINGS LTD.,
a Cayman Islands corporation
April 22, 1999 By:
------------------------------------
William W. Becker, Chairman
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SCHEDULE 13D
(Filed by Hartford Holdings Ltd.)
EXHIBIT 1
REFERENCE AMENDED 8-K, FILED APRIL 23, 1999
Reorganization Agreement among
Arnox Corporation,
Telemetrix Resource Group, Inc.,
Tracy Corporation II,
Hartford Holdings, Ltd.,
Michael L. Glaser,
and
Michael J. Tracy
