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
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED):
July 30, 2003
EDGETECH SERVICES INC.
(Formerly Secure Enterprise Solutions. Inc.)
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(EXACT NAME OF REGISTRANT SPECIFIED IN CHARTER)
NEVADA 000-27397 98-0204280
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(STATE OF (COMMISSION FILE (IRS EMPLOYER
INCORPORATION) NUMBER) IDENTIFICATION NO.)
18 Wynford Drive
Toronto, ON Canada M3C 3S3
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(416) 411-4046
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(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
ITEM 5. OTHER EVENTS.
On July 30, 2003, Edgetech Services Inc.("ESI") received an unsolicitated takeover offer from Hollingsworth, Rothwell & Roxford ("HRR")of Melbourne Florida. The offer of HRR is for Ninety Percent (90%) of the shares of (ESI) at a price of One Dollar ($1.00) per share. The offer is subject to certain conditions. The Board of Directors ESI has instructed the officers of ESI and its attorney's to investigate HRR and the offer. HRR has been contacted and instructed that the offer and their actions must comply with the rules and regulations of the SEC regarding corporate takeovers. When the investigation of HRR and the offer is complete ESI will file a further statement. HRR has informed ESI that they have no ownership interest in ESI. There can be no assurance that an Agreement (or any of the transactions contemplated thereby) will be consummated or, if consummated, as to the timing thereof.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a): Not Applicable
(b): Not Applicable
(c): Exhibits:
99.1
Letter from HRR dated July 30, 2003, to ESI.
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.
Edgetech Services Inc.
By: /s/Tae Ho Kim
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Tae Ho Kim, CEO
Dated: August 5, 2003
HOLLINGSWORTH, ROTHWELL & ROXFORD
Mergers & Acquisitions
7777 N. Wickham Rd. #12-135
Melbourne, Florida, 32940, U.S.A.
Tel: (321) 728-4302 and (415) 995-2313
e-mail: kth@hrrma.biz
2 pages sent by fax and e-mail
Mr. Tae Ho Kim, Chief Executive Officer
Mr. Sang Ho Kim, Chairman & President
Edgetech Services Inc.
18 Wynford Dr.
Toronto,Ontario,V1P 1A3
Canada
July 30, 2003
Dear Tae & Sang,
It is with great pleasure that our partnership, Hollingsworth, Rothwell &
Roxford ("HRR"), hereby offers to acquire 90% of the shares of Edgetech
Services Inc (EDGH.OB) for US $1 a share - where it traded at earlier
this year. Edgetech shares closed yesterday at US 15 cents a share.
Our offer is conditional on: (1) your allowing us to sign a confidentiality
agreement with you, in order to be able to do all of our due diligence on
your fine Company; (2) you and the entire current management of
Edgetech continuing to run the Company as always, and (3) your
publicly releasing this Letter Offer from HRR in its entirety in both
Canada and the U.S. on a national scale in both countries.
Based on the publicly available reports issued by Edgetech, which we
have evaluated in depth, as well as our very strong belief that your
Company is extremely well managed, with unique businesses and
services in IT Security, Biometrics, Business Solutions, Systems
Engineering, Software Development and Project Management, and 7
years of continued rising revenues, it is our opinion that the shares of
Edgetech Services, are severely undervalued. We wish to acquire only
90% of the Company, in order to keep the shares trading in the markets,
to be able to use the stock as a vehicle to make future acquisitions of
other undervalued companies, as well as to be able to benefit from your
continued success and growth with your business partners, Microsoft,
IBM, Symantec, Counterpane, and many others; and your clients, which
include major government and private sector clients in Canada and the
U.S., such as IBM, Falconbridge, Bell Nexxia, Rogers Telecom, and the
Province of Ontario.
Having recently achieved success at enhancing value for Zapata
Corporation shareholders, which HRR discovered in early November
2002 at only $22 a share, and made a public offer for it on March 5, 2003
at $45, and then raised our offer on June 13, 2003 to $51, - Zapata shares
have since soared to over $58 a share. It is our intention to achieve the
same success for Edgetech Services shareholders as we did for Zapata
Corporation shareholders, all of which has been publicly documented.
In addition to the success we achieved for Zapata shareholders, it has also
been well documented publicly on March 18, 2003, that HRR filed a
shareholder proposal with the SEC on Edgar on March 14, 2003, to enhance
shareholder value for Sony Corporation in the form of spin offs of assets,
that add up to over $101 a share in value for Sony shareholders, and that
had Sony's Board Of Directors taken our advice and put its shareholders
first before its officers and directors, Sony shares would never have dropped
so drastically at the end of April 2003 all the way down to $23 a share.
HRR is currently seeking additional affluent partners on a limited basis,
in order to make further acquisitions of extremely undervalued companies
worldwide in the near future, like Edgetech Services. If anyone is serious
and interested, contact: Hollingsworth, Rothwell & Roxford at: kth@hrrma.biz
We look forward to acquiring Edgetech Services at US $1 a share, and
in working with the fine management of Edgetech Services to continue
seeing its future success.
We eagerly await Edgetech Service's response to our Letter Offer set forth
herein.
Very sincerely,
Kenneth T. Rothwell
Senior Partner
Hollingsworth, Rothwell & Roxford
e-mail: kth@hrrma.biz
Tel: 321-728-4302 or 415-995-2313
