UNITED STATES
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 Report (Date of earliest event reported): July 2, 1999
Commission File Number: 0-13628
_________________________________
TRIDON ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
Colorado 13-3183646
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
345 North Maple Drive #284, Beverly Hills CA. 90210
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code:
(310) 858-7123
Name and Address for Agent of Service:
Warren Soloski, 11300 W. Olympic Blvd, Suite 800, Los Angeles, CA 90064
(310) 477-9742
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ITEM 4. SIGNIFICANT EVENTS.
Resignation of Mr. Paul Ebeling
On April 21, 1999, Mr. Paul Ebeling, the Chief Executive Officer and
Chairman of the Board of Directors of the Company tendered his resignation from
all positions with the Company. The resignations were accepted by the remaining
Board of Directors when tendered and the resignations became effective
immediately. Kevin Welch was nominated as acting interim Chief Executive
Officer and Chairman of the Board pending the election of directors at the next
annual meeting of shareholders which the Company plans to hold in Los Angeles,
California on October 15, 1999. The resignation of Mr. Ebeling stems from
personal matters involving Mr. Ebeling that are unrelated to the Company.
However, in light of the nature of the personal issues confronting Mr. Ebeling,
the remaining Board of Directors believed it to be in the best interests of the
Company that Mr. Ebeling forthwith resign. As of April 21, 1999, Mr. Ebeling
has had no further involvement with the Company and shall have no further future
involvement with the Company as well.
In order to ensure that Mr. Ebeling would have no further participation in
the Company, the Company requested that Mr. Ebeling divest himself of shares of
stock (both Series A Convertible Preferred and Common Stock) in the Company. On
June 23, 1999, Mr. Ebeling entered into a definitive written agreement with an
unrelated third party to sell all right, title and interest in and to the Series
A Preferred Stock and Shares of Common Stock of the Company. The sale and
purchase agreement will close on July 1, 1999 at which time Mr. Ebeling will own
no further shares of stock in the Company.
The Company is currently investigating certain stock transactions involving
Mr. Ebeling to ensure that all shares either legally or beneficially owned by
Mr. Ebeling have been either sold or retired. To that end, the Company has
determined that transactions involving shares of common stock transferred to
Xtreme Pursuit.com is an entity which the Company believes Mr. Ebeling may hold
either a legal or beneficial interest. To the extent that Xtreme Pursuit.com
may have either acquired and/or sold shares of common stock of the Company, the
Company intends to require that entity to comply with the requirements of the
Securities and Exchange Act of 1934, as amended by filing a proper Form 13(d)
and Form 4. The Company believes that the sale of shares by Mr. Ebeling to the
unrelated purchaser includes the XtremePursuit.com
Litigation
Coldwater Capital, LLC v Tridon Enterprises, Inc.
The Company was recently served with a complaint filed by Coldwater
Capital, LLC ("CCL") in the Superior Court for the State of California, bearing
case number SC057089, in which the CCL is seeking both compensatory and punitive
damages in excess of ten million dollars ($10,000,000.00). The complaint alleges
that the Company offered to sell two million (2,000,000) shares of its common
stock to CCL in exchange for consideration of ten thousand dollars ($10,000.00).
The Company believes that the complaint filed by CCL is without merit and the
Company is prepared to defend the action. At this point, the Company has filed
an answer to the Complaint and the case is proceeding forward. The Company, in
order to conserve resources, will attempt to negotiate a settlement with the
plaintiff, if a settlement is possible.
Lucas Plaza Associates v Tridon Enterprises, Inc.
In 1989, the Company was sued by Lucas Plaza Associates ("LPA") in the
Circuit Court for the State of Missouri, bearing case number 902-2217. LPA has
alleged that the Company is in breach of contract for lease obligations on
property located in St. Louis, Missouri. While the case lay dormant for many
years, LPA has recently begun the prosecution of the case and the Company is
defending the action. The complaint filed by LPA is seeking both compensatory
and punitive damages of one hundred ninety six thousand six hundred dollars
($196,600). The Company was informed that LPA obtained a judgment against the
Company in the amount of $196,600 by way of a motion for summary judgment filed
by LPA. The Company, in order to conserve resources, will attempt to negotiate
a settlement with the plaintiff, if a settlement is possible.
J. Kujawa v Tridon Enterprises, Inc.
In 1989, the Company was sued by James Kujawa ("JK") in the Circuit Court
for the State of Missouri, bearing case number 902-02138. JK has alleged that
the Company is indebted to JK for performance of labor and materials supplied
for buildout of leased property space located in St. Louis, Missouri. While the
case lay dormant for many years, JK has recently begun the prosecution of the
case and the Company is defending the action. The complaint filed by JK is
seeking both compensatory and punitive damages of one hundred sixty two thousand
nine hundred twenty-two dollars ($162,922). The Company was informed that JK
obtained a judgment against the Company in the amount of $162,922 by way of a
motion for summary judgment filed by JK. The Company, in order to conserve
resources, will attempt to negotiate a settlement with the plaintiff, if a
settlement is possible.
IMEX Communications Corporation and TelNet, LLC Agreements
The Company had previously announced that it had entered into two (2)
resale agreements with IMEX Communications Corporation and TelNet, LLC,
respectively. One of the agreements, executed on April 6, 1999, required the
Company to provide international long distance minutes to TelNet, LLC to the
following countries: India, Nigeria and Pakistan. The contract with TelNet LLC
would have generated a minimum revenue base of $8.5 million monthly to the
Company. In order to provide the international long distance minutes to TelNet,
LLC, the Company entered into an agreement with IMEX Communications, Inc., on
April 5, 1999 which was to provide the Company with the ability to provide
international long distance services to over 100 countries including India,
Pakistan, and Nigeria. IMEX Communications, Inc. defaulted on its obligation to
provide the Company with a schedule of minutes and rates as per its contractual
requirements and, therefore, prevented the Company from fulfilling its
obligations to TelNet, LLC. The Telnet, LLC agreement expired on April 21,
1999. A letter from TelNet, LLC to the Company dated April 22, 1999, indicates
that TelNet desires to continue a relationship with the Company should the
Company be able to provide competitive international long distance rates.
Current management is reviewing with its counsel the right to bring legal action
against IMEX Communications for damages in an amount to be determined. At this
time, the Company has not instituted any litigation in connection with these
matters.
IUSACELL Philippines Joint Venture
The Company previously announced the execution of a definitive agreement to
form a joint venture with IUSACELL Philippines to provide circuit capacity to
the Company. Current management has discovered that the agreement between the
parties was a verbal agreement and has decided to postpone any further
discussions pending the outcome of the aforementioned negotiations.
Vertex Corporation Spin-Off
The Company has previously announced the spin-off of Vertex Corporation, a
wholly-owned subsidiary, to its shareholders. The spin-off is part of the
planned reorganization of the Company and has formed a part of the negotiations
that the Company is having with other telecommunications companies in the hopes
of effectuating a reorganization or acquisition. The spin-off will only occur
if the Company is able to transact a merger or consolidation with another entity
that can further the interests of the Company and its shareholders. The Company
makes no warranty as to the success or failure of Vertex Corporation, or if
there will be management in place to develop a market for Vertex hair products.
Compliance Reporting
The Company is in the process of preparing its 10-K for its fiscal year
ended April 30, 1999. The Company believes that it will timely file its Form
10-K with the Securities and Exchange Commission on or before July 31, 1999.
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.
TRIDON ENTERPRISES, INC.
Registrant
Date: July 1, 1999 /s/Kevin Welch
Kevin Welch, Acting President
