UNITED STATES
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
December 11, 1997
Date of Report (Date of earliest event reported)
CANMAX INC.
(Exact Name of Registrant as Specified in its Charter)
Wyoming 000-22636 75-1533071
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
150 West Carpenter Freeway
Irving, Texas 75039
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(Address of Principal Executive Offices) (Zip Code)
(972) 541-1600
(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
(a) Letter of Intent to Acquire USCommunications, Inc.
On December 11, 1997, Canmax Inc. (the "Registrant") signed
a letter of intent (the "Letter of Intent") to acquire privately
held USCommunications Services, Inc. ("USC"), a San Diego,
California-based provider of telecommunication products and
network services to the transportation industry, in a private
stock transaction. Under the Letter of Intent, USC's
shareholders would receive 3.0 million shares of Canmax common
stock to be issued at closing. Canmax also anticipates issuing
warrants to acquire up to 2.75 million shares of Canmax common
stock in connection with the acquisition. The exercise prices of
the warrants would range between $2.00 and $3.00 per share, and
the vesting of warrants to acquire 1.75 million of such shares
would be based upon the future financial performance of USC.
The acquisition is anticipated to be accomplished through
the merger of USC with a newly formed, whole owned subsidiary of
Canmax, following which merger USC would be a wholly owned
subsidiary of Canmax. Canmax anticipates that USC's president,
James C. Bernet, would continue as the president of USC and would
join Canmax's board of directors. The acquisition is subject to,
among other things, the execution of a mutually acceptable
definitive agreement, the successful completion of due diligence,
the final approval of the board of directors of both companies
and other customary closing conditions. The acquisition is
scheduled to be completed by December 31, 1997.
(b) Press Release. On December 12, 1997, the Registrant issued
a press relating to the Letter of Intent, the form of which is
attached hereto as Exhibit 99.1.
EXHIBITS
Exhibit No. Document Description
----------- --------------------
99.1 December 12, 1997 Canmax Inc.
Press Release (filed herewith)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
CANMAX INC.
DATE: December 18, 1997 BY: /s/ PHILIP M. PARSONS
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Philip M. Parsons
Chief Financial Officer
<PAGE>
EXHIBIT INDEX
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Exhibit No. Document Description
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99.1 December 12, 1997 Canmax Inc.
Press Release (filed herewith)
CANMAX INC.
150 West Carpenter Freeway
Irving, TX 75039
(972) 541-1600
AT THE COMPANY: AT FRB:
Roger Bryant Marilyn Windsor Laura Kuhlman Julie Creed
President and CEO General Information Media Information Analyst Information
Philip Parsons 312-640-6692 312-640-6727 312-640-6724
Chief Financial
Officer
972-541-1600
FOR IMMEDIATE RELEASE
FRIDAY, DECEMBER 12, 1997
Canmax Signs Letter of Intent to Acquire USCommunication
Services
Fast-Growing Niche Provider of Services to Transportation
Industry Opens New Markets
IRVING, Texas, December 12, 1997 -- Canmax Inc. (Nasdaq: CNMX),
a leading supplier of information and automation solutions
to the retail petroleum and convenience store industries,
today announced it has signed a letter of intent to acquire
privately held USCommunication Services, Inc. (USC), a San
Diego, Calif.-based provider of telecommunication products
and network services to the transportation industry, through
a private stock transaction.
USC is focused on the transportation industry, a significant
user of telecommunication products and network services.
USC's President James C. Bernet has over 15 years of
experience in the transportation industry and also has
strong ties to travel centers, trucking fleets and prominent
industry associations.
USC has demonstrated aggressive, profitable growth. Based
upon on the three-month period ended October 31, 1997, USC had
estimated annualized revenues of $14 million. With
operations currently in 18 states, USC is developing
significant points of distribution and visibility for its
products and services that include prepaid calling cards,
long distance reselling, pay phones and Internet commerce
services.
-more-
<PAGE>
Canmax Inc.
Add-1-
Roger D. Bryant, president and chief executive officer of
Canmax, said, "This acquisition is a part of our previously
announced consolidation strategy. USC brings a strong
marketing position to combine with Canmax's demonstrated
ability to implement and support large-scale technology
programs. We are excited about the possibilities for growth
and cross-selling that USC brings, and we welcome Jim and
his team as the first to join us in our consolidation
program."
Canmax is the holding company for Canmax Retail Systems,
Inc., a wholly owned subsidiary that develops and provides
retail software and other related technology and services to
the convenience store and retail petroleum industry. USC
will be merged with and into a newly formed, wholly owned
subsidiary of Canmax Inc. Bernet will remain president of
USC and will join Canmax's board of directors.
Following the acquisition, Canmax will develop and provide
enterprise-wide telecommunications, Internet and technology
solutions to the convenience store, retail petroleum and
transportation industries, and general telecommunications
and Internet services to a broader market.
Bernet said, "We are eager to join the Canmax organization.
Its technology and support infrastructure will undoubtedly
increase our ability to rapidly expand our business and
service our customers. Further, it positions USC as an
emerging player in the telecommunications and Internet
services industry."
Under the letter of intent, USC's shareholders will receive
3 million shares of Canmax common stock, to be issued at
closing. In addition, Canmax will reserve up to 2.75 million
shares for issuance under warrant agreements in connection
with the acquisition with exercise prices ranging between $2-
$3 per share, the majority of which would be subject to
vesting, based on the future financial performance of USC.
In connection with the transaction, Bernet will enter into a
multi-year employment agreement. The acquisition is subject
to, among other things, execution of a mutually acceptable
definitive agreement, successful completion of due
diligence, final approval of the boards of both companies
and other customary closing conditions. The acquisition is
scheduled to be completed by December 31, 1997.
"In USC, Canmax identified an opportunity to become involved
with a fast-growing sales and marketing organization which
needed technical and administrative support to continue to
grow," Bryant stated. "Canmax is able to provide an
experienced management team, operations and customer support
infrastructure, and technology to compliment the USC
marketing team and products. Further, we believe that the
acquisition provides the opportunity to broaden our
traditional market and open new markets for the products and
services of USC."
<PAGE>
This release contains forward-looking statements within the
meaning of the Securities Act of 1933 and the Securities
Exchange Act of 1934, which represent the company's
expectations or beliefs concerning, among other things,
future operating results and various components thereof and
the adequacy of future operations to provide sufficient
liquidity. The company cautions that such matters
necessarily involve significant risks and
uncertainties that could cause actual operating results and
liquidity needs to differ materially from such statements,
including, without limitation: (i) user acceptance of
Windows NT as an operating system, (ii) concentration of
revenues in one customer and Canmax's relationship with such
customer, (iii) the ability of Canmax to manage its growth,
(iv) Canmax's need for additional financing to fund product
development, marketing and related support services, and
acquisitions, (v) future technological developments and
product acceptance, (vi) intense price and product
competition within the industry, (vii) future operating
results and continued growth of USC's business and (viii)
other risks indicated herein and in filings with the
commission.
FOR FURTHER INFORMATION REGARDING CANMAX INC.
FREE OF CHARGE VIA FAX, DIAL 1-800-PRO-INFO AND
ENTER "CNMX."
