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): November 17, 2000
SALEX HOLDING CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-128565 42-1358036
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
50 Laser Court, P.O. Box 18029
Happauge, New York 11788
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (631) 436-5000
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
On November 17, 2000, Salex Holding Corporation, and Salex Fleet Specialist
Corp., a wholly owned subsidiary of Salex Holding Corporation (together, the
"Company"), filed a voluntary petition of protection and reorganization under
Chapter 11 of the Federal Bankruptcy Code (the "Code") in the United States
Bankruptcy Court for the Eastern District of New York (the "Court"). The
Company has requested Court approval of a sale of certain of its assets under
Section 363 of the Code. The Company is currently operating under the
protection of the Code as a debtor-in-possession.
In connection with the foregoing, the Company issued a Press Release dated
November 27, 2000, which is attached hereto as Exhibit 99.1.
ITEM 5. OTHER EVENTS.
On November 9, 2000, pursuant to a Certificate of Merger filed with the State
of New York Department of State, Salex Fleet Management Corporation, Salex
National Account Corp., and Salex Salvage Disposal Corp. were merged with and
into Salex Fleet Specialist Corp., with Salex Fleet Specialist Corp. being the
surviving corporation.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits: Exhibit No. 99.1: Salex Holding Corporation Press Release, dated
November 27, 2000.
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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.
SALEX HOLDING CORPORATION
Date: November 28, 2000 By: /s/ Sal Crimi
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Sal Crimi
President
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
Salex To be Acquired in Chapter 11 Proceeding
Hauppauge, New York. November 17, 2000 at 5:00 p.m.: Salex Holding Corporation
(OTC:SALX), a Delaware corporation (the "Company") announced that it has filed a
petition to reorganize today under Chapter 11 of the United States Bankruptcy
Code in the Eastern District of New York. At the same time, the Company filed a
motion seeking the Court's approval to sell its operating assets to Salex
Acquisition Corporation.
The Company determined that a reorganization proceeding was necessary in order
to enable the Company to effectuate a sale to an investor which would preserve
the value of the Company's assets.
The Company has evaluated all of its options with respect to its current
operations and financial condition and believes that a filing for reorganization
pursuant to Chapter 11 of the United States Bankruptcy Code provides the Company
with the best opportunity to protect and enhance the value of the Company, both
immediately and on a going forward basis, for the benefit of the Company's
stockholders and creditors.
The Company believes that the sale will enable management to continue operations
in a manner that both ensures a high quality of service to its customers and
provides the Company with the time and opportunity necessary to consummate its
strategic plan on an expedited basis.
Summary Background Information:
Salex, a Hauppauge, Long Island, New York company, is in the business of
providing nationwide vehicle management services including, but not limited to,
the maintenance and repair of fleets of automobiles and small trucks owned and
operated by its corporate customers. Salex provides repair maintenance services
to it customers through a network of approximately 18,000 contracted service and
repair stations around the country.
CONTACT: Counsel: Randall S. D. Jacobs, Esq. (212) 223-0400 or (973) 226-3301
Safe Harbor Statement:
"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995. The statements contained in this release that are not historical facts may
contain forward looking statements that involve a number of known and unknown
risks and uncertainties that could cause actual results to differ materially
from those discussed or anticipated by management. Potential risks and
uncertainties include, among other factors, general business conditions,
competitive market conditions, success of the Company's growth and sales
strategy, whether the Company will suffer customer attrition, whether the
Company will be successful in deploying its Internal billing system and
nationwide switched network, whether the Company will have sufficient resources
to realize its growth plans, development and introduction of new services,
fluctuations in margins, and other risks and uncertainties currently unknown to
management. The Company does not undertake to update its press releases with
further developments.
