SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 17,2000 (May 30,2000)
RAINWIRE PARTNERS, INC.
Delaware 0-23892 57-0941152
(State or other (Commission File (IRS Employer
jurisdiction of No.) ID No.)
incorporation)
695 Pylant Street, Atlanta, GA 30306
(Address of principal executive offices)
404-892-1111
(Registrant's telephone number, including area code)
4940 Peachtree Industrial Blvd., Suite 350, Norcross, GA, 30071
(Former name or former address, if changed since last report)
<PAGE>
Item 5. Other Events.
This Form 8-K/A is filed as an amendment to the Form 8-K which was filed on
May 30, 2000 and was inadvertently missing the cover and signature pages.
The original Form 8-K was filed using the company's former name: ENVIROMETRICS,
INC.
NEWS RELEASE MAY 25, 2000
FOR IMEDIATE RELEASE: ENVIROMETRICS, INC. ANNOUNCES SOLICITATION OF WRITTEN
CONSENTS FROM ITS SHAREHOLDERS
ENVIROMETRICS, INC. (EVRM-OTC:BB), a Delaware Corporation, announced that it has
filed a definitive Information Statement with the SEC on May 18, 2000 and begun
the process of mailing this document to its shareholders. Contained in this
mailing is a solicitation FOR WRITTEN CONSENT FROM THE ENVIROMETRICS
shareholders for authorizing (a) the acquisition of The Catapult Group, Inc.,
including (i) the reverse split of current outstanding common stock, (ii) the
amendment of the Articles of Incorporation to change the name of the Corporation
to The Catapult Group, Inc. and (iii) the consummation of the Plan and Agreement
to Exchange Stock in connection with THE ACQUISITION OF THE CATAPULT GROUP, INC.
and (b) the amendment of the Articles of Incorporation to increase the
authorized shares of Common Stock from 10 million to 20 million shares.
Walter H. "Skip" Elliott, III President and CEO of Envirometrics stated, "The
Information Statement is being sent to our shareholders now and we expect to
obtain the necessary 50+% of written consents. We urge our shareholders to act
on this mailing quickly so that we can position ourselves to close the
transaction with The Catapult Group."
Bryan M. Johns, President and CEO of The Catapult Group stated, "We are looking
forward with great anticipation to the opportunities that our impending merger
with Envirometrics will create for us as a business. I hope that the
Envirometrics shareholders will give this their collective blessing so that we
can move forward with the business of growing shareholder value. "
IF THE TRANSACTION IS CONSUMMATED, ENVIROMETRICS, Inc. will issue common shares
to acquire all the outstanding shares of The Catapult Group, Inc., a Georgia
corporation. The acquisition will result in the shareholders of The Catapult
Group owning 90% of ENVIROMETRICS, INC. AFTER CLOSING ON A FULLY-DILUTED BASIS,
WITH CURRENT ENVIROMETRICS, INC. shareholders retaining 10% ownership on A
FULLY-DILUTED BASIS. FOLLOWING THE CLOSING ENVIROMETRICS, INC. will be the
surviving corporation, but will change its name to The Catapult Group, Inc. The
transaction has obtained the recommendation of each company's Board of Directors
and is now contingent upon APPROVAL BY THE SHAREHOLDERS OF ENVIROMETRICS, Inc.
and other customary closing conditions.
INFORMATION ABOUT THE CATAPULT GROUP
The Catapult Group has positioned itself as a premier southeastern provider of
Internet consulting and development services for middle-market organizations.
The Catapult Group has recently signed consulting and development agreements
with the likes of Unisys Corporation, The Metro Atlanta Chamber of Commerce and
Internet start-up Telephone.com. The Catapult Group is pursuing an aggressive
regional expansion plan and is initiating regional acquisition efforts.
FORWARD LOOKING STATEMENTS
This press release contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Investors are cautioned that
certain statements in this release are "forward looking statement" within the
meaning of the Private Securities Litigation Reform Act of 1995 and involve
known and unknown risks, uncertainties and other factors. Such uncertainties and
risks include, among others, certain risks associated with the closing of the
transaction described above, government regulation, and general economic and
business conditions. Actual events, circumstances, effects and results may be
materially different from the results, performance or achievements expressed or
implied by the forward-looking statements. CONSEQUENTLY, THE FORWARD-LOOKING
STATEMENTS CONTAINED HEREIN SHOULD NOT BE REGARDED AS REPRESENTATIONS BY
ENVIROMETRICS, Inc. or any other person that the projected outcomes can or will
be achieved.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
ENVIROMETRICS, INC. HAS FILED AN INFORMATION STATEMENT ON SEC FORM 14A IN
CONNECTION WITH THE MERGER, AND ENVIROMETRICS, Inc. has MAILED THIS INFORMATION
STATEMENT TO SHAREHOLDERS OF ENVIROMETRICS, Inc. containing information about
the merger. Investors and shareholders are urged to read the Information
Statement carefully. The Information Statement contains important information
about ENVIROMETRICS, Inc., THE CATAPULT GROUP, the merger, the persons
soliciting written consents relating to the merger, their interests in the
merger, and other related matters. Investors and shareholders may obtain free
copies of these documents through the website maintained by the U.S. Securities
and Exchange Commission at http://www.sec.gov. Free copies of the Information
Statement may also be OBTAINED FROM ENVIROMETRICS, INC. BY DIRECTING A REQUEST
TO ENVIROMETRICS, Inc., 9229 University Blvd., Charleston, SC 29406, attention:
Investor Relations, telephone: (843) 553-9456.
IN ADDITION TO THE INFORMATION STATEMENT, ENVIROMETRICS, Inc. files annual,
quarterly and special reports and other information with THE SECURITIES AND
EXCHANGE COMMISSION. YOU MAY READ AND COPY ANY REPORTS, STATEMENTS OR OTHER
INFORMATION FILED BY ENVIROMETRICS, Inc. at the SEC's public reference room at
450 Fifth Street, N.W., Washington D.C. 20549 or at any of the Commission's
other public reference rooms in New York, New York and Chicago, Illinois. Please
call the Commission at 1-800-SEC-0330 for further information on THE PUBLIC
REFERENCE ROOMS. ENVIROMETRICS', filings with the SEC are also available to the
public from commercial document-retrieval services and at the Web site
maintained by the SEC at http://www.sec.gov.
ENVIROMETRICS, Inc. and their directors, executive officers and certain other
employees and members of management may be deemed to be SOLICITING WRITTEN
CONSENTS FROM SHAREHOLDERS OF ENVIROMETRICS, Inc. in favor of the merger.
Information concerning the participants IN THE SOLICITATION OF ENVIROMETRICS
SHAREHOLDERS IS SET FORTH IN ENVIROMETRICS' Annual Report on Form 10-KSB for the
year ended December 31, 1999.
CONTACT: WALTER H. "SKIP" ELLIOTT, III
ENVIROMETRICS, INC.
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 hereto duly authorized.
RAINWIRE PARTNERS, INC.
(Registrant)
Dated: October 17, 2000 By: s/s Walter H. Elliott, III
--------------------------
Walter H. Elliott, III
Vice President
