SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: May 1, 1998
ATI NETWORKS, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO
(State or Other Jurisdiction of Incorporation)
3322832-D 84-01089801
(Commission File Number) (I.R.S. Employer Identification Number)
460 Cedar Street, Fond du Lac, WI54935
(Address of Principal Executive Offices)(Zip Code)
(920) 922-7030
(Registrant's Telephone Number, Including Area Code)
INFORMATION INCLUDED IN THIS REPORT
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(b) Beneficial Ownership.
PRINCIPAL STOCKHOLDERS
The following table sets forth the beneficial ownership of the
ownership of ATI Networks, Inc. ("ATI") outstanding common
stock on July 9, 1998 by (i) each director and executive officer
of ATI, (ii) all directors and executive officers of ATI as a group,
and (iii) each shareholder who was known by the Company to be the
beneficial owner of more than five percent (5%) of the
outstanding shares of ATI:
Shares of ATI
Common Stock to be
Beneficially Owned Percent
Name and as of the Distrib. of
Address Record Date Class
Lawrence Bestor 1,356,640 43.0%
460 Cedar Street
Fond du Lac, WI
54935
Oshkosh Truck Corp. 600,000 18.8%
2307 Oregon St.
Oshkosh, WI
54935
William Geenen 4,000 0.13%
460 Cedar Street
Fond du Lac, WI
54935
Blade Thomas 10,000 0.03%
460 Cedar Street
Fond du Lac, WI
54935
Mark Thatcher 0.0%
360 Thames Street
Newport, RI
02840
Steven Sorenson 22,0000 0.7%
460 Cedar Street
Fond du Lac, WI
54935
Dr. William Sybesma 80,000 2.6%
460 Cedar Street
Fond du Lac, WI
54935
All Directors and 1,472,640 46.40%
Officers as a Group
Management of ATI has advised that they may acquire
additional shares of ATI Common Stock from time to time in the
open market at prices prevailing at the time of such purchases.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a)
Pursuant to the provisions of the Colorado Business Corporation Act (CRS
7-7-101, et seq., as amended) ATI Networks, Inc. ("ATI") and Waterford
International, Inc. ("Waterford") adopted the following SHARE EXCHANGE:
Attached hereto as Exhibit 2.2 is the Plan of Share Exchange of
Waterford, a Colorado corporation, and ATI (formerly ATI, INC. DBA
AMERICAN TECHNOLOGIES, INC.), a Wisconsin corporation.
The Plan of Share Exchange was duly adopted by the Boards of Directors of
the respective corporations on April 21, 1998, and approved by the Board
of Directors of Waterford on April 21, 1998, and by the shareholders of
ATI on April 21, 1998, in the manner prescribed by Section 7-111-103(1-9)
of the Colorado Business Corporation Act. The number of shares
voted for the Plan of Share Exchange was, with respect to each corporation,
sufficient for approval as set forth below.
The number of shares of Waterford outstanding at the time of such
adoption was 2,217,500, and the number of Shares entitled to vote
thereon was:
2,217,500.
The number of shares of ATI outstanding at the time of such adoption
was 2,753,840, and the number of shares entitled to vote thereon was:
2,753,840.
The designation and number of outstanding shares of each class entitled to
vote thereon as a class were:
NONE.
The number of shares voted for such Plan of Share Exchange by
Waterford was 2,000,000, and the number of shares voted against such
Plan of Share Exchange was:
NONE.
(b) Not applicable
ITEMS 3 THROUGH 9 NOT APPLICABLE.
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.
ATI NETWORKS, INC.
/s/ Mark T. Thatcher
DATE: May 1, 1998 By: /s/ Mark T. Thatcher
Name: Mark T. Thatcher
Title: Secretary and Filing Agent
INDEX TO EXHIBITS
Exhibit Description
EXHIBIT NO DESCRIPTION
x 2.1 Articles of Share Exchange between ATI, Inc. and Waterford
International, Inc., dated April 24, 1998;
x 2.2 Plan of Share Exchange dated April 24, 1998;
* 3.1 Articles of Incorporation of the Company, as amended;
* 3.2 Bylaws of the Company;
x 4.1 Instruments Defining Rights of Security Holders/Minutes of
Annual/Special Meetings of the Company;
x 20.1 Board of Director's Resolution authorizing the name change
from Waterford International, Inc. to ATI Networks, Inc.
x 23.1 Consent of Mark T. Thatcher, P.C.
x 27 Financial Data Schedule
_______________________
x Filed herewith.
* Incorporated by reference from the issuer's Annual Report on Form 10KSB
(S.E.C. File No.33-22832-d) filed June 30, 1998.