AMNEX INC
10-C, 1996-07-02
COMMUNICATIONS SERVICES, NEC
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-C

                      REPORT BY ISSUER OF SECURITIES QUOTED
                           ON THE NASDAQ STOCK MARKET

                  Filed pursuant to Section 13 or 15(d) of the
                 Securities Exchange Act of 1934 and Rule 13a-17
                              or 15d-17 thereunder.

                                   AMNEX, Inc.
                 (Exact name of issuer as specified in charter)

                    101 Park Avenue, New York, New York 10178
                    (Address of principal executive offices)

          Issuer's telephone number, including area code: 212-867-0166

                    I. CHANGE IN NUMBER OF SHARES OUTSTANDING

     Indicate any change (increase or decrease) of 5% or more in number of
shares outstanding:

         1.       Title of security   Common Stock, par value $0.001 per share
         2.       Number of shares outstanding before the change 19,584,728
         3.       Number of shares outstanding after the change  23,683,814
         4.       Effective date of change  June 28, 1996
         5.       Method of change:          Merger

                  Specify  method  (such  as  merger,   acquisition,   exchange,
                  distribution, stock split, reverse split, acquisition of stock
                  for treasury, etc.):

                  Give brief  description  of  transaction:  Pursuant to a Stock
                  Purchase Agreement,  dated as of April 26, 1996, as amended by
                  First Amendment dated as of June 28, 1996,  among AMNEX,  Inc.
                  ("AMNEX"),  Robert A.  Rowland,  Delajane  Rowland,  Donald D.
                  Simmons,  C. Michael  Moehle,  Barbara Ann Cromwell,  Ellen E.
                  Wood,  Daniel N. Matheson  III,  Sirrom  Capital  Corporation,
                  Spectrum  Global   Telecommunications  PTY  Limited,   Capital
                  Network System, Inc. ("CNSI"),  Capital Network International,
                  Inc., Capital Network Mexico, S.A. de C.V., and Point to Point
                  Communications Company, a newly-formed subsidiary of AMNEX was
                  merged  with  and  into  CNSI  with  CNSI  as  the   surviving
                  corporation  (the "Merger").  As a result of the Merger,  CNSI
                  became a  wholly-owned  subsidiary of AMNEX.  Shareholders  of
                  CNSI   received  in  the  Merger  an  aggregate  of  4,099,086
                  restricted shares of common stock, par value $0.001 per share,
                  of AMNEX and warrants to purchase 400,000 shares of AMNEX. The
                  transaction was consummated on June 28, 1996.



<PAGE>


                          II. CHANGE IN NAME OF ISSUER

         1.       Name prior to change  N/A
         2.       Name after change     N/A
         3.       Effective date of charter amendment changing name   N/A

         4.       Date of shareholder approval of change, if required  N/A


Date:    June 28, 1996                    /s/ John Kane
                                          Name:  John Kane
                                          Title: Executive Vice President




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