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)
Michael J. Tracy
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)
Michael J. Tracy SSN: ###-##-####
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
United States Citizen
- ------- ----------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,140,000 Shares
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY Not Applicable
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,140,000 Shares
PERSON 10 SHARED DISPOSITIVE POWER
WITH Not Applicable
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,140,000 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES
CERTAIN SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
32.1253977%
14 TYPE OF REPORTING PERSON
U.S. Natural 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 Michael J. Tracy ("Mr. Tracy" or "Acquiror")
(b) Place of Domicile 731 E. 38th Street
Scottsbluff, NE 69361
(c) Principal Business Businessman
(d) Address of 731 E. 38th Street
Principal Office Scottsbluff, NE 69361
(e) Criminal Mr. Tracy has not been convicted in a criminal
convictions proceeding.
(f) Federal or state Mr. Tracy is not subject to a judgment, decree or
securities actions final order enjoining future violations of
federal or state securities laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Acquiror will receive 4,140,000 Shares in exchange for securities of
another corporation, as described in Item 4.
ITEM 4: PURPOSE OF TRANSACTION
Mr. Tracy 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 the foregoing 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 Tracy II, Acquiror will own approximately
32.1253977% of Arnox Shares after the Reorganization. Arnox's
pre-Reorganization shareholders will own approximately 2.5% of Arnox
Shares, while the other Tracy II shareholders and TRG shareholders will
own approximately 36.39326450% of Arnox Shares. In addition to the
foregoing, 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, Mr. Tracy 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 Mr. Tracy) 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 Mr.
Tracy) 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.
ITEM 5: INTEREST IN SECURITIES OF ISSUER.
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CUSIP No. 042624106 SCHEDULE 13D Page 5 of 6
(a) Upon completion of the Reorganization, Mr. Tracy will beneficially own
4,140,000 Arnox Shares (32.1253977% of class).
(b) Upon completion of the Reorganization, Mr. Tracy will have sole Voting and
Disposition powers over 4,140,000 Arnox Shares, and will not share Voting
or Disposition powers over any Arnox Shares.
(c) Other than the Reorganization Agreement, during the past sixty days Mr.
Tracy has not effected any transactions in the shares of Arnox.
(d) No person, other than Mr. Tracy, 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 Mr.
Tracy 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.
April 22, 1999 By:
Michael J. Tracy
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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
