REDOX TECHNOLOGY CORP
8-K, 1999-01-06
INVESTORS, NEC
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<PAGE>   1

                                    FORM 8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



                                 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 2, 1998



                          ReDOX TECHNOLOGY CORPORATION
                          (Formerly DCUSA Corporation)
             (Exact name of registrant as specified in its charter)




           Delaware                    33-22142               55-0681106
           --------                    --------               ----------
   (State of Jurisdiction of         (File Number)      (Federal Identification
incorporation or organization)                                   Number)



                 340 North Sam Houston Parkway East, Suite #250
                              Houston, Texas 77060
                             ----------------------
    (Address of principal Executive Offices and principal place of business)




                                 (281) 445-0020
              (Registrant's telephone number, including area code)


<PAGE>   2


                                 ITEMS REPORTED


ITEM 5.  OTHER EVENTS

         A press release regarding Board of Directors approval for alliance
         with Octobot Cooperative Mutual Technology Fund.

         A press release regarding the announcement of Mr. James Schuler as the
         alliance interface with Octobot Cooperative Mutual Technology Fund.

         (See Exhibit 99.1)

ITEM 7.  FINANCIALS AND EXHIBITS

         (C) Exhibits

              99.1 Press Release from REDOX Technology Corporation (12/2/98).

              99.2 Press Release from REDOX Technology Corporation (12/9/98).



<PAGE>   3


                                   SIGNATURES


Pursuant of the requirements of the Securities Act of 1934, as amended, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                  ReDOX TECHNOLOGY CORPORATION
                                  (Registrant)



DATE:     May 8, 1998             By:     /s/ Richard A. Szymanski
     -----------------               ------------------------------
                                  Richard A. Szymanski
                                  President/Director


<PAGE>   4


                               INDEX TO EXHIBITS


Exhibit Number          Description
- --------------          -----------
     99.1               Press Release from REDOX Technology Corporation.

     99.2               Press Release from REDOX Technology Corporation.




<PAGE>   1
                                                                    EXHIBIT 99.1

                             FOR IMMEDIATE RELEASE


PRESS RELEASE



Contact: Richard A. Szymanski, President
340 N. Sam Houston Pkwy. East, Suite 250
Houston, Texas 77060


               REDOX TECHNOLOGY CORPORATION APPROVES STRATEGY OF
              AMALGAMATION WITH OTHER RELATED COMPANIES FOR MUTUAL
                         BENEFIT OF COOPERATIVE VENTURE

    HOUSTON, TEXAS, DECEMBER 2, 1998: The ReDox Technology Corporation (OTC
BB-RDOX) Board of Directors has unanimously approved a plan to pursue a
strategic relationship with the Octobot Cooperative Mutual Technology Fund
(O.C.M.T.F.)

    The strategy would expand the scope and understanding of prior discussions
that have taken place between the principals of the various organizations.
ReDox's ongoing technology tracking discipline has kept the company constantly
aware of the rapid growth and accelerated advancements being achieved
throughout the worldwide technological arena. Because of this observation, the
ReDox Board and its officers have taken a proactive posture to heighten the
company's overall strength. The strategy involves a classic pooling model
formulated to add to the overall depth of ReDox. Pooling is defined as
combining resources and strengths (teaming) for a common advantage. For the
past twenty-four months, the company has examined a number of alternatives they
have felt would greatly enhance and guarantee ReDox's success in today's highly
competitive environment.

    During meetings between ReDox and the Octobot constituent organizations
that were conducted in March 1998, Richard A. Szymanski, Chairman and CEO of
ReDox, completed his exhaustive review of the companies that had been
considered as possible strategic allies. Szymanski and the principals of the
Octobot Cooperative Group felt that their discussions had generated sufficient
interest to enter into a joint Confidentiality/Non-Disclosure Agreement.
Procedures were structured for the exchange of technical information, patent
review, financial information, and the means of transmittal.

    During the week of April 13, 1998, at an informal meeting of the ReDox
Board, preliminary information was presented and independent discussions took
place regarding the possible relationship with the Octobot Cooperative Mutual
Technology Fund. It was decided that ReDox should actively pursue developing

                                  Page 1 of 2

<PAGE>   2


this relationship and that a due diligence investigation of each of the
Octobot's Cooperative participant's technologies be evaluated. This review was
conducted by members of ReDox's technical staff as well as selected third party
technology specialists.

    It was the consensus on the part of the ReDox research team members that
this association could substantially add to the overall strength of ReDox and
would enhance its posture in today's competitive arena. The research teams'
assessment of the synergistic compatibility of such a union was thought to be
highly beneficial for the advancement on the interests of ReDox.

    Briefly stated, the Octobot Cooperative consists of diverse technology,
financial and marketing entities which will provide an amalgamated pool of
resources available to the entities comprising the Octobot Cooperative. Each
entity will maintain its own autonomy, its own capitalization structure and
business endeavors. However, each constituent party of the cooperative will
have available to it the resources of the other entities for the purposes of
purchasing power, acquiring new technologies, developing new marketing
strategies and obtaining the necessary financing to achieve the individual
goals of the member entities.

    ReDox would greatly strengthen its position in the domestic and
international markets and at the same time, add technological strengths that,
in combination with Octobot, would be tremendously advantageous. This will
heighten the opportunity to accelerate and enhance the delivery of shareholder
value and position the company to compete favorably in the rapidly evolving
technology market place.

    The ReDox Board has always considered the importance of scale, scope,
market position, technical competence, financial ability and highly qualified
personnel as the key ingredients in achieving its growth strategies. The
strategic alliance that has been developed between ReDox and Octobot
Cooperative Mutual Technology Fund (O.C.M.T.F.) gives us the foundation and
strengths that are needed in achieving our short, intermediate and long range
goals without sacrificing the autonomy of ReDox to pursue its individual
production, marketing and distribution goals.

    ReDox's Board and management have thoroughly evaluated and assessed the
benefits and worth of this strategic alliance, and feel it is extremely
complimentary to the short term as well as intermediate and long range
objectives of the company.

    SAFE HARBOR -- This release contains forward-looking statements. These
statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from those anticipated in the forward-
looking statements. Readers should not place undue reliance on forward- looking
statements, which reflect management's view only as of the date hereof. The
Company undertakes no obligation to publicly revise these forward-looking
statements to reflect subsequent events or circumstances. Readers should
carefully review the risk factors described in this Release.

                                  Page 2 of 2



<PAGE>   1

                                                                    EXHIBIT 99.2

Courtesy of PR Newswire


/FROM PR NEWSWIRE DALLAS 868-776-3971/
(STK) RDOX
(IN)  CPR
(SU)  JVN OTC
TO BUSINESS EDITOR:

    ReDox Announces Strategic Alliance With Octobot Mutual Technology Group
 
    HOUSTON, Dec. 9 /PRNewswire/ -- ReDox Technology Corporation (OTC Bulletin
Board: RDOX) is proud to announce its strategic alliance relationship with the
Octobot Cooperative Mutual Technology Fund.  Mr. James Schuler has been
designated as the alliance interface between the organizations, Mr. Richard A.
Szymanski announced today.
     
    ReDox holds patents on the thin film aluminum-sulfur batteries, which offer
energy densities far greater than anything on the market or in present
development.  Mr. Schuler has been concentrating his energy, effort and vision
on technologies that -- coupled with ReDox's leading edge battery technology --
will totally change the world's expectations of products and services.

    The portable products arena of computers, cellular telephones, rechargeable
tools and appliances, etc., etc., etc., along with advertising, communications,
and point-of-sale application, will enable industries to create a whole new
dimension for their marketing of products and services.

    Mr. Schuler brings an important vision to ReDox, said Richard A. Szymanski,
Chairman and CEO.  "He represents the avenue to our next plateau in creative and
imaginative development.  In combination with Octobot's infrastructure and
experience, a new strength is forged allowing us to expand our horizons beyond
the portable energy solutions we will provide to our valued customers.  We will
be able to develop new visionary approaches for a wide range of products and
services that the consumer will buy and use every day."

    Mr. Schuler is currently President and Chief Executive Officer of Trans
United Partners, Inc., a closely held California corporation, based in Pacifica,
California.  The Organizations bring together a cooperative of partnering
technologies that syndicate their individual strengths in the collaboration of a
union that provides major resources, technology and economic advantages.

    "Mr. Schuler has had extensive domestic and international experience and
exposure and has served as a director and partner in energy related investments
in both the United States and internationally.  His extensive experience in
business, finance, and integrated logistics will be a positive benefit to ReDox
as we pursue our short and long term objectives,"  said Mr. Szymanski.

    Mr. Schuler's past experience includes:

    1.   Trans United Partners, Incorporated, Pacifica, California, President 
         and Chief Executive Officer.

         His function has been to discover advanced technologies, syndicating 
         their strengths to form a union that gives the cooperative 
         technologies major pooling advantages.

    2.   Tranatlantic Energy A.G. of Zug, Switzerland, Director.
     
         Initiated and directed Tranatlantic Petroleum to unite its United 
         States petroleum activities with a very strategic group of Europeans, 
         South Americans and Saudi Arabians to form Tranatlantic Energy A.G., 
         which had a prominent stature in petroleum related activities, banking 
         and finance. 

<PAGE>   2


    3.  Transatlantic Petroleum Houston and San Francisco, California,
        President and Chief Executive Officer.

        Founder of Transatlantic Petroleum, which acted as a refining
        administrator for a substantial number of independent producers
        throughout the United States. 

    4.  Carter and Schuler Associates, San Francisco, California, Partner.

        Co-founded and managed this private investment firm which specialized 
        in energy related investment opportunities.

    5.  Relocation Control Corporation, San Francisco, California,
        President/Chief Executive Officer.

        Founded and managed this consulting firm that specialized in 
        transportation and corporate relocation for major United States 
        corporations, relocating their key employees, equipment and product 
        domestically and internationally.

    SAFE HARBOR -- The Private Securities Litigation Reform Act of 1995 provides
a "safe harbor" for forward-looking statements.  Certain information included in
this Press Release (as well as information in oral statements or other written
statements made by or to be made by ReDox technology Corporation) contain
statements that are forward-looking, such as statements relating to the future
anticipated development activities, plans for future expansion, various
activities, planned capital expenditures, future funding sources, anticipated
sales growth and potential contracts.  Such forward-looking information involves
important risks and uncertainties that could significantly affect anticipated
results in the future, and accordingly, such results may differ from those
expressed in any forward-looking statements made by or on behalf of ReDox
Technology Corporation.  These risks and uncertainties include, but are not
limited to, those relating to development and expansion activities, dependence
on existing management, financing activities, domestic and global economic
conditions, change in Federal or state laws and market competition factors.

SOURCE   Redox Technology Corporation
    -0-                             12/09/98
    /CONTACT:  Richard A. Szymanski of ReDox Technology Corporation,
281-445-0020/
    /Web site:  http://www.internetstockmarket.com/redox/
    (RDOX)

CO: ReDox Technology Corporation; Octobot Cooperative Mutual Technology Fund
ST: Texas
IN: CPR
SU: JVN




CT-CD
- -- DAW038 __
4233 12/09/98  14:39 EST http://www.prnewswire.com





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