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): February 20, 2002
COMTEX News Network, Inc.
(Exact name of registrant as specified in its charter)
New York 0-10541 13-3055012
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
4900 Seminary Road, Suite 600, Alexandria, Virginia 22311
(Address of principal executive (Zip Code)
offices)
(703) 820-2000
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since
last report)
Item 1. Changes in Control of Registrant.
This Form 8-K relates to a change in control of Comtex News
Network, Inc., a New York corporation (the "Issuer"), by which
current members of the Issuer's Board of Directors and management
team increased their share ownership pursuant to the purchase of
shares of the Issuer's common stock, par value $0.01 per share
(the "COMTEX Common Stock") upon the exercise of certain options
held by such individuals, and a former majority shareholder
experienced a decrease in its' ownership. A Schedule 13D was
filed for each of the individuals and the shareholder, as
discussed further below.
A Schedule 13D was filed on behalf of Dr. C.W. Gilluly on
March 4, 2002. Dr. Gilluly is Chairman of the Board of Directors
of the Issuer, and served as President of the Issuer from June
1992 until May 1993 and as Chief Executive Officer of the Issuer
from June 1992 to September 1997.
As a result of a guarantee and related loans from Dr.
Gilluly and his spouse to the Issuer in February 1995, Dr.
Gilluly and his spouse held an option to purchase 2,540,503
shares of COMTEX Common Stock. The option provided for an
exercise price of $0.10 per share and an expiration date of
February 20, 2002.
Dr. Gilluly and his spouse exercised this option as it
related to 2,192,503 shares of COMTEX Common Stock on February
20, 2002, and transferred their rights to exercise the option and
purchase the remaining 348,000 shares of COMTEX Common Stock
under such option to unrelated third parties. Dr. Gilluly and
his spouse used personal funds to exercise the option and
purchase the underlying shares.
On February 20, 2002, Dr. Gilluly and his spouse also
exercised an option received from AMASYS Corporation, a Delaware
corporation and a shareholder of the Issuer ("AMASYS"; SEC File
No. 0-21555), to purchase 2,130,503 shares of COMTEX Common
Stock. AMASYS Corporation received certain assets of
Infotechnology, Inc., a Delaware corporation ("Infotech"),
following the completion of Infotech's bankruptcy reorganization,
in accordance with an Assignment and Assumption Agreement, dated
October 11, 1996, between Infotech and certain other parties.
The reorganization resulted in AMASYS owning 4,693,940 of the
issued and outstanding shares of COMTEX Common Stock.
Of the 4,693,940 shares of COMTEX Common Stock owned by
AMASYS, 2,540,503 were subject to an option held by Dr. Gilluly
and his spouse. Such option provided for an exercise price of
$0.10 per share and an expiration date of February 20, 2002. As
noted above, Dr. Gilluly and his spouse exercised this option as
it related to 2,130,503 shares of COMTEX Common Stock on February
20, 2002, and transferred their rights to exercise the option and
purchase the remaining 410,000 shares of COMTEX Common Stock
under such option to unrelated third parties. Dr. Gilluly and
his spouse used personal funds to exercise the option and
purchase the underlying shares
In addition to the ownership described above, Dr. Gilluly
owns 44,500 shares of COMTEX Common Stock that he acquired
pursuant to the exercise of an option granted under the COMTEX
News Network, Inc. 1995 Stock Option Plan (the "Option Plan").
Dr. Gilluly also has the right to acquire 100,000 shares of
COMTEX Common stock upon the exercise of vested options granted
under the Option Plan.
Dr. Gilluly's spouse owns 1,000,000 shares of the COMTEX
Common Stock described above for which she has sole dispositive
and voting power. Dr. Gilluly disclaims beneficial ownership
thereof.
As of February 20, 2002, the Issuer's total issued and
outstanding capital stock was 13,088,744 shares of COMTEX Common
Stock. As of such date, Dr. Gilluly and his spouse beneficially
owned 4,467,506 shares in the aggregate, or 34% of the issued and
outstanding shares of COMTEX Common Stock.
A Schedule 13D also was filed on behalf of AMASYS on March
4, 2002. As described above, AMASYS received certain assets of
Infotech following the completion of Infotech's bankruptcy
reorganization. The reorganization resulted in AMASYS owning
4,693,940 of the issued and outstanding shares of COMTEX Common
Stock.
Of the 4,693,940 shares of COMTEX Common Stock owned by
AMASYS, 2,540,503 were subject to an option by Dr. Gilluly and
his spouse, with an exercise price of $0.10 per share and an
expiration date of February 20, 2002. On the option's expiration
date, Dr. Gilluly and his spouse exercised their option as it
related to 2,130,503 shares of COMTEX Common Stock and
transferred their rights to exercise the option and purchase the
remaining 410,000 shares of COMTEX Common Stock under such option
to unrelated third parties.
Therefore, as a result of the Gilluly's exercise of such
option, AMASYS' beneficial ownership of COMTEX Common Stock
decreased from 4,693,940 shares (or approximately 35.9%) to
2,153,437 shares, representing approximately 16% of the issued
and outstanding shares of COMTEX Common Stock.
Finally, a Schedule 13D was filed on behalf of Charles W.
Terry on March 4, 2002. Mr. Terry is the President, Chief
Executive Officer and a member of the Board of Directors of the
Issuer.
As a result of a guarantee and related loans from Dr.Gilluly
and his spouse to the Issuer in February 1995, Dr. Gilluly and
his spouse held an option to purchase 2,540,503 shares of COMTEX
Common Stock with an exercise price of $0.10 per share. Such
option had an expiration date of February 20, 2002.
On February 18, 1999, Dr. Gilluly and his spouse transferred
a portion of their rights under such option to Mr. Terry,
granting Mr. Terry the right to purchase 676,500 shares of COMTEX
Common Stock.
On February 20, 2002, Mr. Terry exercised the option to
purchase 300,000 shares of COMTEX Common Stock. Mr. Terry used
personal funds to exercise the option and purchase the underlying
shares.
In addition to the 300,000 shares purchased on February 20,
2002, Mr. Terry's beneficial ownership includes 277,175 shares of
COMTEX Common Stock; 397,733 shares of COMTEX Common Stock that
may be acquired upon the exercise of vested options granted to
Mr. terry under the Option Plan; 10,000 shares of Common Stock
held by Mr. Terry's children under the Uniform Gifts to Minors
Act, as to which Mr. Terry holds sole voting and dispositive
power; 5,000 shares of Common Stock held by Mr. Terry's mother,
as to which Mr. Terry holds shared dispositive power; and 12,000
shares of Common Stock held by Mr. Terry's wife, as to which he
disclaims beneficial ownership.
Based on the Issuer's total issued and outstanding capital
stock of 13,088,744 shares of COMTEX Common Stock as of February
20, 2002, Mr. Terry beneficially owns in the aggregate 1,001,908
shares, or approximately 7.7%, of the issued and outstanding
shares of COMTEX Common Stock.
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.
COMTEX News Network, Inc.
Date: March 4, 2002 By: /s/ CHARLES W. TERRY
Charles W. Terry
President and Chief Executive
Officer