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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): APRIL 7, 1998
RETIX
(Exact name of registrant as specified in its charter)
000-19640
(Commission File Number)
CALIFORNIA 95-3948704
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation)
21300 VICTORY BLVD., #1200
WOODLAND HILLS, CA 91367
(Address of principal executive offices, with zip code)
(310) 828-3400
(Registrant's telephone number, including area code)
4640 ADMIRALTY WAY, SUITE 600
MARINA DEL REY, CA 90292-6695
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
CHANGE OF NAME
On March 31, 1998, the Company's shareholders approved an amendment to the
Company's Articles of Incorporation to change the Company's name from Retix to
Vertel Corporation. This amendment was filed with the California Secretary of
State on April 7, 1998, a certified copy of which is attached hereto. In
connection with the change of the Company's name, the Company's symbol on the
Nasdaq Stock Market has also changed from "RETX" to "VRTL."
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c)
Exhibit 3.5 Certificate of Amendment to Company's Articles of
Incorporation, as filed with the California Secretary of State
on April 7, 1998, changing the Company's name to Vertel
Corporation.
Exhibit 99.1 Retix Press Release dated April 8, 1998.
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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.
RETIX
Date: April 2, 1998 By: /s/ Bruce Brown
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Bruce Brown
President and Chief Executive Officer
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Exhibit 3.5
CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION OF
RETIX
The undersigned, Bruce Brown and Craig Johnson, hereby certify that:
1. They are the President and Secretary, respectively, of Retix, a
California corporation (the "Corporation").
2. Article I shall be amended to read as follows:
"ARTICLE I
The name of this corporation is "Vertel Corporation"
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the Board of Directors.
4. The foregoing amendment of the Articles of Incorporation has been duly
approved by the required vote of the shareholders in accordance with Sections
902 and 903 of the California General Corporation Law. The total number of
outstanding shares of the corporation is 24,146,518. The number of shares
voting in favor of the amendment equaled or exceeded the vote required. The
percentage vote required was more than 50% of the total outstanding shares of
the corporation.
The undersigned certify under penalty of perjury that they have read the
foregoing Certificate of Amendment of Articles of Incorporation and know the
contents thereof, and that the statements therein are true.
Executed at Woodland Hills, California, April 2, 1998.
/s/ Bruce Brown
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BRUCE BROWN, PRESIDENT
/s/ Craig Johnson
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CRAIG JOHNSON, SECRETARY
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Exhibit 99.1
[LETTERHEAD OF VERTEL CORPORATION]
NEWS
CONTACT:
Vicki Vaughn, Investor Relations
(818) 227-5730
[email protected]
VERTEL TRADES UNDER NEW STOCK SYMBOL - VRTL
NEW STOCK SYMBOL MARKS START OF NEW ERA.
WOODLAND HILLS, CA, APRIL 8, 1998 -Vertel/(R)/ (NASDAQ:VRTL), a
leading supplier of telecommunications management network (TMN) software and
formerly known as Retix, today announced that the name change approved by its
shareholders last month has resulted in a new stock symbol - VRTL. This symbol,
which replaces RETX, will be effective April 9, 1998. The stock will continue to
be traded on Nasdaq.
"This marks the beginning of a new era for Vertel as a corporation
focused solely on the growing, telecom software market," said Bruce Brown,
President and CEO of Vertel. "The benefit to our shareholders is that they are
now directly investing in Vertel and can reap the rewards from our being a TMN
leader as it emerges as the standard of choice for the telecom industry."
Brown added "Investors will also be directly investing in the OSS
(Operation Support Systems) market which has long term, growth potential and is
vital to the telecom service provider's future. TMN is the software
infrastructure that brings it all together and Vertel's industry leading
products make the transition easier."
"A key part of our company's strategy has been to partner with the
market leaders to create a powerful industry force in the telecom software
market. Our implementation of this strategy has resulted in long term
partnerships with Hewlett-Packard ("HP") and Microsoft, two prominent leaders in
this area. Our joint HP/Vertel products offer comprehensive telecom management,
software development environments and integrated deployment platforms for
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telecom service providers and equipment manufacturers. Our Microsoft partnership
provides native NT based TMN products that uniquely exploit the benefits of the
NT operating system. The Microsoft/Vertel cooperation is resulting in some of
the most robust and feature rich NT TMN products available."
Brown continued "Our company's strategic direction, breadth and depth
of products, global services, and strategic partnerships, have made us a leader
in this growing telecom software industry."
VERTEL CORPORATION
Vertel (NASDAQ:VRTL) develops and markets software for the management
and operations of telecommunications networks. The Company provides advanced
telecommunications management network solutions (TMN) including communications
infrastructure products, network management platforms, and applications software
for telecommunication carrier networks worldwide. In addition, the Company
serves telecom equipment manufacturers, computer systems OEMs and Internet
access providers. The Company is based in Woodland Hills, California and has
sales offices throughout the world. Contact Vertel on the World Wide Web at
http://www.vertel.com
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"Safe Harbor" Statements under the Private Securities Litigation
Reform Act of 1995: Except for the historical information presented, the matters
discussed in this news release are forward looking statements that involve risks
and uncertainties, including timely development, introduction and success of new
and enhanced products in existing and new markets, the acceptance of new
technologies, the impact of competitive products and technologies, pricing,
currency exchange risks, governmental and regulatory developments, and other
risks detailed from time to time in public disclosure filings with the U.S.
Securities and Exchange Commission (SEC) by Vertel.
Vertel is a registered trademark of Vertel. All other trademarks are the
property of their respective owners.
