SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
August 5, 2003
Date of Report (date of earliest event reported)
ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC.
(Exact Name of Registrant as Specified in its Charter)
California 0-11038 33-0644381
(State or Other (Commission (IRS Employer Iden-
Jurisdiction of File Number) tification Number)
Incorporation)
1935 Cordell Court
El Cajon, California 92020
(Address of Principal Executive Offices
Including Zip Code
619-438-6000
(Registrant's Telephone Number,
Including Area Code)
(Former Name or Former Address if Changed
Since Last Report)
Page 1 of 3 pages.
Item 5 - Other Events
On July 22, 2003 and subsequently, Advanced Remote Communication
Solutions, Inc. ("ARCOMS") and its subsidiaries (the "Company") received
a series of letters from HPLX Funding LLC (the "Lender"), the holder
of the Company's senior and subordinated secured debt (the "Debt"),
demanding payment in full of the Debt, all of which was claimed to be
in default. The Company was, and remains, unable to comply with this
demand. The Company is informed that the Lender is beneficially owned and
controlled by Housatonic Micro Fund SBIC, L.P. ("Housatonic") and Lexington
Funding LLC, holders of preferred stock of the Company who have a right to
appoint directors to the Company and who have exercised that right until
June 2003. Brandon Nixon, who is currently the Company's Chief Executive
Officer and Chairman of the Board, is a non-voting partner of Housatonic.
On July 29, 2003 the Company received a Notice of Disposition
of Collateral from the Lender, which states that pursuant to Section
9601 et seq. of the California Commercial Code, the collateral provided
as security of the Debt would be offered in bulk and/or bulk lots at a
competitive bid sale (the "Sale") to be held Thursday, August 14, 2003.
Subsequently, the Company received an amendment to the Notice of
Disposition of Collateral that changed the Sale date from August 14
to August 18, 2003.
On August 5, 2003 the Company received a letter from the Lender (the
"Lender's Letter" - see Exhibit 99.1) in which the Lender agreed under
certain circumstances to credit bid the full amount of the Debt at the
Sale, and in the event that Lender is the winning bidder, to assume
certain unsecured obligations of the Company.
On August 6, 2003, the Board of Directors of ARCOMS, Inc. in consideration
of and reliance upon the Lender's Letter, resolved not to file for
bankruptcy protection prior to September 1, 2003.
(C) Exhibits
99.1 Notice of Disposition of Collateral dated August 5, 2003.
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.
Dated: August 8, 2003 Advanced Remote Communication Solutions, Inc.
By: /s/ Paul Wickman
Paul Wickman
Chief Financial Officer
Secretary