SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): August 2, 1999
IRT INDUSTRIES, INC
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(Exact name of registrant as specified in the charter)
Florida 0-015347 59-2720096
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
6230 Fairview Road, Suite 102, Charlotte, North Carolina 28210
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 704-364-2066
289-C Commercial Blvd., Suite 208, Lauderdale by the Sea, Florida 33308
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(Former name or former address if changed since last report)
Item 1. Changes in Control of Registrant.
The Registrant, as a result of the closing of the agreement discussed below, now
holds licensing rights for software distribution/marketing of sophisticated
Artificial Intelligence software, licensed by Commerce Capital Group, LLC. The
Registrant will be using advanced technology to deliver web-based financial
planning services. Cisco Systems routing and wide area networking (WAN)
equipment and MCI WorldCom Internet backbone are incorporated into the
technology. The company expects that this e-commerce network will enable
established brokerage firms, CPA's, financial planners, attorneys and other
financial intermediaries to provide value-added on-line products and services to
their clients.
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The new direction of the company is the result of an agreement entered into
earlier this month. On August 2 , 1999, the Registrant completed negotiations
for the acquisition of a software license, and related matters, under an
agreement titled "Agreement for Purchase and Assignment of License" between the
Registrant, as the "Licensee" and Commerce Capital Group, LLC, a South Carolina
company, as the "Licensor."
Licensor is the holder of certain proprietary technology and software, for
estate and financial planning, which will permit professionals, and others, to
access forms, assistance and other pertinent information, on-line, through the
Internet. Licensor is in the process of establishing an Internet access site for
users to be operational in January 2000. Licensor represented to the Registrant
that over 10 years and hundreds of thousands of dollars were expended in
creating the software, content, trial testing, marketing, etc., and, the parties
agreed that the market demand for the products is projected to produce revenues
in the millions of dollars.
The Licensee received an initial territory of the State of Florida, and multiple
promises of the intent and ability to bring persons with substantial backgrounds
and talents to the Management of the Registrant, together with cooperation,
training, and aid in obtaining financial assistance from the Licensor to build
and implement its business model in the subject business area. Licensor
received, as initial consideration, twenty one million restricted securities, as
such term is defined under Rule 144 promulgated under the Securities Act of
1933, as amended, and established the terms for future territories.
In conjunction with the closing of the subject transaction, the following
occurred:
1. The corporate headquarters for the Registrant (principal executive offices)
was changed to 6230 Fairview Road, Suite 102, Charlotte, North Carolina 28210.
The telephone number was changed to (704) 364-2066. The Registrant has signed a
two year lease for these facilities, and intends to announce the final terms and
arrangements made pertaining to the corporate headquarters shortly.
2. The then sole Director and officer of the Registrant appointed replacements
to vacant seats, and resigned with the following persons holding, currently ,
the following positions with the Registrant:
Name Title
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Laurence F. Spears Chairman of the Board
Dale K. Chapman President, Secretary and Treasurer
Eric F. Heintschel Director
Gary N. Dixon, Sr., initially, following the closing acted as Director and
Chairman, and was replaced by Mr. Spears. Mr. Dixon serves on a newly
established Advisory Committee for the Registrant.
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3. The Registrant, also on or immediately following the Closing, established
various plans to compensate persons for services to the Registrant, including a
Director stock plan. In summary, the plan relating to the Directors provides
that each Director will receive 100,000 restricted shares and an option to
purchase 100,000 additional shares at a price of $.50 per share, provided he or
she serve a minimum three year term, subject to continued participation in the
company, and other terms based upon profitability and performance.
Laurence F. Spears, is also President and General Manager of the Michael Jordan
Youth Golf Foundation and the Michael Jordan Golf Company, Inc. Prior to his
appointment to the Michael Jordan Golf Company in 1997, Spears worked for AMF
Bowling Worldwide in key management positions in Richmond, VA, Raleigh, NC and
Atlanta, GA. Spears also serves on the Board of Advisors for Joliet Junior
College in Joliet, IL (Solar Support Foundation) and serves as the Commissioner
of the Boy Scouts of Greater Chicagoland. He is also a Board member of Sphere
Interactive, a private international web and computer-based training firm.
Mr. Dixon has over 30 years experience in technology-related industries, and is
currently working for Oracle. Oracle is the nation's second largest software
developer (www.us.oracle.com).
Mr. Heintschel's employment experience with one of the "Big 3" U.S. based
accounting firms, provides a vital role in ensuring the company will best
optimize standard accounting principles. Additionally, Heinstschel's expertise
and insights will assist in meeting future clients goals and business objectives
using the licensed e-commerce solutions.
Mr. Chapman worked at Green Point Mortgage Corporation, a subsidiary of
GreenPoint Financial (NYSE:GPT - news) as it's Corporate Operations Analyst. He
also worked with Bank of America (formally NationsBank) for six years in the
areas of Planning and Strategy, Treasury Services, and Nationwide Float
Analysis. Chapman brings systems integration, project management, operations
management, and operations/financial analysis skills to this key role.
Item 2. Acquisition or Disposition of Assets.
See discussion under Item 1 above.
Item 7. Financial Statements and Exhibits.
With reference to Item 601 of Regulation S-K, attached as an Exhibit is the
aforementioned Agreement for Purchase and Assignment of License.
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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 hereunto duly authorized.
IRT Industries, Inc.
By:/s/ Dale K. Chapman,
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President (principal executive officer)
Date: 08/17/99
