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): December 5, 2000
STRATEGIA CORPORATION
(Exact name of registrant as specified in charter)
Kentucky
(State of Other Jurisdiction of Incorporation)
0-21662 61-1064606
(Commission File Number) (IRS Employer Identification No.)
c/o Proprietary Energy Industries, Inc.
1530 W. 10th Place, Tempe, Arizona 85281
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (480) 966-4411
6040 Dutchmans Lane, Louisville, KY 40233-7144
(Former name or former address if changed since last report.)
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INFORMATION TO BE INCLUDED IN THE REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
In a transaction that closed December 5, 2000, Proprietary Industries,
Inc., Suite 500, 603 7th Avenue S.W., Calgary, Alberta, obtained control of the
registrant. In the transaction, Proprietary exchanged 142,936,749 shares of
EnerGCorp., Inc., a Florida corporation, for 10,000,000 shares of common stock
and 134,976 shares of Series AAA Preferred Stock of Strategia. Each share of
Series AAA Preferred Stock is convertible into 1,000 shares of Strategia common
stock. Each share of Series AAA Preferred Stock is entitled to vote with the
common stock on all matters, and is entitled to that number of votes as is equal
to the number of shares of common stock into which it is convertible, whether or
not the conversion could then be effected. Proprietary is the beneficial owner
of 144,976,000 shares of Strategia common stock, representing 97.0% of the
issued and outstanding shares of Strategia common stock. The common and
preferred stock was acquired directly from Strategia, with the approval of the
Strategia board of directors in office immediately prior to the exchange.
Proprietary did not acquire the common stock or Series AAA Preferred Stock with
the proceeds of any loan and the same are not subject to any pledge.
Each of the 134,976 shares of Series AAA Preferred Stock issued in the
exchange is convertible into 1,000 shares of common stock, and are entitled to
vote with the common stock on all matters. Each of the 134,976 shares of Series
AAA Preferred Stock is entitled to that number of votes as is equal to the
number of shares of common stock into which it is convertible, whether or not
the conversion could be effected. Thus, Proprietary Industries is deemed to hold
144,976,000 shares of common stock. Strategia Corporation does not presently
have a sufficient number of authorized shares to effect the full conversion of
the Series AAA Preferred Stock. However, the board of directors of Strategia
Corporation in office immediately prior to the exchange approved an amendment to
its articles of incorporation to increase the authorized number of shares to
150,000,000, a number that would be sufficient to permit the full conversion of
the Series AAA Preferred Stock. The Board of Directors of Strategia Corporation
in office immediately prior to the exchange recommended that the shareholders
approve adoption of the amendment. Proprietary Industries, Inc. has agreed to
call a special shareholder meeting for the purpose of considering the amendment
within six months from December 5, 2000, and has agreed to vote its shares in
favor of the amendment. If the shareholders do not approve the amendment or if
Proprietary's ability to vote its shares is restricted or otherwise impaired in
any material respect, Proprietary Industries, Inc. has the right to rescind the
exchange. This right must be exercised prior to the expiration of the six-month
period. If the amendment is approved, and Proprietary's ability to vote its
stock is not restricted or otherwise limited in any material respect,
Proprietary intends to convert its Series AAA Preferred Stock into common stock.
As part of the transaction, the Strategia Corporation board of directors in
office immediately prior to the exchange resigned upon consummation of the
exchange, and elected Mr. Grant Sardachuk as the sole remaining director. Mr.
Sardachuk has filled the three vacancies on Strategia Corporation's board of
directors by appointing the following persons: Peter J. Workum, who is the
President of Proprietary Industries, Inc.; Christopher Grace, who is the
President of ReyWest Development Corp., a company engaged in real estate
management and investment; and Robert Fillion, who is a Vice President of Swiss
Asset Management, Inc., an affiliate of Proprietary Industries, Inc. Mr.
Sardachuk is not an affiliate of Proprietary Industries, Inc.
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Prior to consummation of the exchange, Strategia Corporation had sold
substantially all of its assets and distributed its net worth to its
shareholders. As a result of the exchange, Strategia Corporation has become the
owner of 142,936,749 shares of EnerGCorp., Inc., a Florida corporation, formerly
owned by Proprietary, and representing approximately 95.6% of the issued and
outstanding shares of common stock of EnerGCorp.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4.
Not applicable.
ITEM 5. OTHER EVENTS
Not applicable.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
Financial Statements will be filed by amendment to this Report within 60
days after the date this report is filed.
(b) Pro Forma Financial Information.
Pro Forma financial information will be filed by amendment to this Report
within 60 days after the date this report is filed.
(c) Exhibits
2.1 Agreement Concerning the Exchange of Common Stock between Strategia
Corporation and Proprietary Industries, Inc., dated as of December 1,
2000
3.1 Articles of Amendment to the Articles of Incorporation of Strategia
Corporation filed with the Kentucky Secretary of State on November 28,
2000
99.1 Release Agreement dated as of December 4, 2000, between Paragon Centre
Associates, LLC, a Georgia limited liability company, and Strategia
Corporation.
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SIGNATURE
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.
STRATEGIA CORPORATION
By: /s/ Peter J. Workum
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Peter J. Workum
President
Date: December 17, 2000
