UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/Amendment #1
Under the Securities Exchange Act of 1934
TELEMETRIX INC.
a Delaware corporation
Common Stock
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(Title of Class of Securities)
87944M107
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(CUSIP Number)
William W. Becker
Box 143
Georgetown, Grand Cayman Island
British West Indies
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 30, 2000
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(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 [ ]. (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. 87944M107 SCHEDULE 13D Page 2 of 5
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1 NAME OF REPORTING PERSON (S.S. OR I.R.S. IDENTIFICATION)
William W. Becker (none - not a U.S. taxpayer)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ] Yes
(b) [X] No
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF (personal funds)
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
CAYMAN ISLANDS, BRITISH WEST INDIES
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NUMBER OF 7 SOLE VOTING POWER
SHARES 4,298,740 Shares
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0 Shares
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,298,740 Shares
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PERSON 10 SHARED DISPOSITIVE POWER
WITH Not Applicable
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
4,348,740 Shares
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES *
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
27.7%
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14 TYPE OF REPORTING PERSON*
IN (Not a U.S. person)
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CUSIP No. 87944M107 SCHEDULE 13D Page 3 of 5
ITEM 1. SECURITY & ISSUER
Class: Common Stock ("Shares")
Issuer: Telemetrix Inc., 1225 Sage Street, Gering, Nebraska 69341
ITEM 2. IDENTITY & BACKGROUND OF REPORTING PERSON
(a) Name: William W. Becker ("Reporting Person")
(b) Address: Box 143, Georgetown, Grand Cayman Island, British West
Indies
(c) Occupation: Telecommunications and other business investments
(d) Convictions: Reporting Person has not been convicted in any criminal
proceeding.
(e) Civil actions: Reporting Person is not subject to a judgment, decree
or final order enjoining future violations of federal
or state securities laws.
(f) Citizenship: British West Indies
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Hartford Holdings Ltd. ("HHL", Reporting Person's affiliate)
received 1,177,240 Shares upon conversion of existing debt owed by Issuer; the
funds originally lent to Issuer came from HHL's corporate funds.
ITEM 4: PURPOSE OF TRANSACTION
Reporting Person's affiliates engaged in three concurrent
transactions that affected the beneficial ownership of Issuer's Shares:
1. HHL affiliate received 1,177,240 Shares upon conversion of existing
debt owed by Issuer. The funds originally lent to Issuer came from
HHL's corporate funds.
2. As part of Reporting Person's estate planning, HHL gave 2 million
Shares to an unaffiliated corporation.
3. Reporting Person ceased to be the controlling representative of
Vintage Investments Ltd. ("Vintage"). Control of Vintage was
transferred by Reporting Person in connection with a domestic
relations settlement.
Reporting Person did not perform these transactions with the purpose of changing
or influencing the control of the Issuer. Reporting Person consequently does not
have any new plans to:
(a) acquire or dispose of additional Issuer securities other than stock
options issued as compensation for serving as a member of Issuer's
Board of Directors;
(b) engage in any extraordinary corporate action involving Issuer or its
subsidiaries;
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CUSIP No. 87944M107 SCHEDULE 13D Page 4 of 5
(c) sell or transfer any assets of Issuer or its subsidiaries;
(d) change Issuer's Board of Directors or management;
(e) change Issuer's present capitalization or dividend policy;
(f) change Issuer's business or corporate structure;
(g) change Issuer's charter, bylaws or take any action to impede another
person from acquiring control of Issuer;
(h) cause any Issuer securities to ceased being authorized to be quoted in
an inter-dealer quotation system;
(i) cause any class of Issuer securities to become eligible for
termination of registration under Act section 12(g)(4); or
(j) take any action similar to those enumerated in 4(a)-(i).
ITEM 5: INTEREST IN SECURITIES OF ISSUER.
After completing the transactions described in Item 4(1)-4(3), Reporting
Person:
(a) beneficially owns 4,348,740 Shares, which constitutes 27.7% of
Issuer's Shares. These shares include 50,000 Shares owned by Reporting
Person's spouse but Reporting Person has no power to vote, direct the
vote, dispose or direct the disposition of those Shares owned by the
spouse.
(b) has the power to vote, direct the vote, dispose or direct the
disposition of 4,298,740 Shares (27.3% of Issuer's Shares).
(c) also sold 141,000 shares in a private transaction on August 25, 2000.
(d) is the only person who has the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, the
Shares beneficially owned by Reporting Person.
(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.
None.
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CUSIP No. 87944M107 SCHEDULE 13D Page 5 of 5
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.
October 3, 2000 /s/ William W. Becker
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William W. Becker
