SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A-1 CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 25, 1999 HOLMES MICROSYSTEMS, INC. (Exact Name of Registrant as Specified in Charter) TEXAS 000-18257 91-1939829 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 57 West 200 South, Suite 310, Salt Lake City, Utah 84101 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (801) 269-9500 Item 1. Changes in Control of Registrant (b) On June 25, 1999, the Company entered into a letter of intent with Rascals Enterprises, Inc., a Delaware corporation ("Rascals"). On July 14, 1999, the letter of intent was abandoned and the Company does not intend to proceed with the proposed transaction. However, the Company does intend to proceed with the other items set forth in the original Form 8-K filed for such event. 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. HOLMES MICROSYSTEMS, INC. Date: July 14, 1999 /s/ Kip Eardley, President