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FORM 8-K
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): June 26, 1996
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STELAX INDUSTRIES LTD.
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(Exact name of registrant as specified in its charter)
British Columbia 33-27667-FW NONE
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
4287-A BeltLine Road, #195, Dallas, Texas 75244
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(Address of principal executive offices) (Zip Code)
(214) 416-7123
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Registrant's telephone number, including area code
ZFAX IMAGE CORP.
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(Former name or former address, if changed since last report).
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ITEM 5. OTHER EVENTS.
On May 23, 1996, the Company issued a press release regarding the
potential sale of its common stock, no par value, to raise up to $12,000,000 in
connection with a listing of the Company's Common Stock on the Le Nouveau
Marche in France (the "Financing"). On June 26, 1996, the Company held an
initial meeting in Paris, France with potential European investors for the
Financing. In accordance with French practices, the Company distributed a
Business Plan to such potential investors. Included in such Business Plan are
various numbers and statements which would be considered "forward-looking
statements" under appropriate rules and guidelines adopted by the Securities
and Exchange Commission.
In an attempt to ensure similar information is available to investors
in the United States and Europe, the Company is filing this Form 8-K Current
Report to set forth certain of such forward-looking statements. The numbers
and statements contained herein are not audited and have not been reviewed by
the Company's independent public accountants.
Based on the foregoing, the Company has released the following
forward-looking statements:
1. The Company anticipates raising approximately $12,000,000 to
$15,000,000 (gross proceeds) in the Financing. The Company
will utilize approximately $1,034,000 to pay Maritime
Transport Services Limited representing the last cash payment
due in connection with the acquisition of the Aberneath steel
mill facility finalized in November, 1995. The balance of the
net proceeds will be utilized to purchase raw materials,
establish appropriate trade credit, hire new employees and for
general working capital requirements to recommission the
facility. There can be no assurance that the Financing will
occur or that the Company will realize the anticipated gross
proceeds therefrom.
2. Assuming consummation of the Financing, the Company
anticipates generating the following revenues and net income
during the fiscal years noted below:
<TABLE>
<CAPTION>
REVENUES NET INCOME
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<S> <C> <C>
FISCAL YEAR 1997 $29,100,000 $ 3,629,000
FISCAL YEAR 1998 $83,400,000 $13,498,000
</TABLE>
The projections of revenues are based on the Company's belief that it
will be able to recommission the facility and generate an increasing number of
orders for its patented stainless- steel-clad product, Nuovinox. The revenue
projections anticipate that the facility will operate at 28.8% of capacity
during the 1997 fiscal year and at 66.0% of capacity during the 1998 fiscal
year and that world prices for stainless steel will be stable. Revenue and net
income figures are not adjusted for inflation and exchange rate fluctuations.
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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.
STELAX INDUSTRIES LTD.
/s/ Harmon S. Hardy, Jr.
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Date: July 1, 1996 Harmon S. Hardy, Jr., President
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