SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): July 30, 1999
EDD HELMS GROUP, INC.
(Formerly Hotelecopy, Inc.)
(Exact name of registrant as specified in charter)
FLORIDA 0-17978 59-2605868
(State or other jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
17850 N.E. 5TH AVENUE, MIAMI, FLORIDA 33162
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 305/653-2520
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Effective July 30, 1999, the Shareholders of Registrant approved an
Agreement and Plan of Merger by and between Registrant and Edd Helms
Incorporated, a Florida corporation ("EHI"), whereby EHI was merged with and
into Registrant. As a result of the merger, W. Edd Helms, Jr., who owned 44% of
the issued and outstanding common stock of Registrant prior to the merger will,
as a result of the merger, own approximately 83% of Registrant's issued and
outstanding common stock. W. Edd Helms, Jr. was Chairman of the Board, President
and Chief Executive Officer of Registrant prior to the merger and remains so
subsequent to the merger.
(b)
AMOUNT AND NATURE OF PERCENT OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
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Common Stock W. Edd Helms, Jr. 10,473,604 83.2%(1)(2)
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(1) Includes 10,890 shares owned by his daughters and 2,500 shares owned
beneficially with his wife.
(2) Includes 272,330 shares owned by ESOP of Edd Helms Incorporated attributed
to the beneficial interest of which is attributable to W. Edd Helms, Jr.
Registrant acquired, pursuant to a Agreement and Plan of Merger, Edd Helms
Incorporated, a Florida corporation, effective July 30, 1999. Edd Helms
Incorporated is an electrical contractor with a wholly-owned subsidiary
which provides air conditioning installation, service and maintenance. The
acquisition was solely in exchange for 10,740,677 shares of the authorized
but previously unissued common stock of Registrant. The principal
shareholder of Edd Helms Incorporated was W. Edd Helms, Jr. W. Edd Helms,
Jr. was also the owner of 44% of the issued and outstanding common stock of
Registrant, Chairman of the Board, and President.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
The principles followed in determining the consideration to be received
in the Merger was based on the relative values of the two companies, and
included consideration of factors such as book value of Hotelecopy's and Edd
Helms Incorporated's shares, the value of Edd Helms Incorporated's business as a
going concern, the value that Hotelecopy might receive were it to sell itself as
a shell corporation to an independent third party, the benefits of the Merger to
Edd Helms Incorporated and its shareholders by providing a market for Edd Helms
Incorporated's shareholders' shares in the merged companies and a more visible
public presence for Edd Helms Incorporated's business. The Merger consideration
is not the result of arms' length bargaining between Hotelecopy and Edd Helms
Incorporated, nor was the opinion of any financial advisor sought.
No funds were obtained from any third party, including any bank, for
the transaction. All funds required were provided by Edd Helms Incorporated as
the Registrant had no funds available for such purpose. The business of both the
Registrant and Edd Helms Incorporated are intended to be continued subsequent to
the merger.
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ITEM 5. OTHER EVENTS.
At the shareholder meeting of July 30, 1999, the Registrant's
shareholders also approved the following actions that Registrant is taking:
(a) Registrant's name is being changed from Hotelecopy, Inc. to Edd
Helms Group, Inc.
(b) Registrant's Articles of Incorporation are being amended to
increase the number of authorized shares of common stock, par value $.01 per
share, to 20,000,000 shares.
SIGNATURES
Pursuant to the requirement 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.
EDD HELMS GROUP, INC.
(Formerly Hotelecopy, Inc.)
Date: August 3, 1999 By: /S/ PHILIP H. KABOT
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Name: PHILIP H. KABOT
Title: CHIEF FINANCIAL OFFICER
