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
July 1, 1997
VARTECH SYSTEMS INC.
(Exact name of registrant as specified in its charter)
COLORADO
(State or other jurisdiction of incorporation)
(33-26798-D) 84-1104385
(Commission File Number) (IRS Employer Identification Number)
12139 Airline Highway - Baton Rouge, Louisiana 70817
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code
504 576-8989
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets.
Registrant acquired 100% of the stock of 21st Century Professionals, Inc.
(21st), a Louisiana corporation, on July 1, 1997. VarTech Systems Inc.(VSI)
exchanged 100,000 shares of its common stock for all 100 issued and
outstanding shares of 21st.
The shareholders prorata portion of the shares exchanged and the VSI shares
received is detailed as follows:
21st VSI
Shares Shares
Shareholder Exchanged Received
Kim D'Albor 80 80,000
Brent Hedges 10 10,000
Dalbert Varnell, Jr. 10 10,000
In addition, the shareholders were granted an option to purchase an additional
400,000 shares of VSI in the same prorata portion as the exchanged shares.
The option price per share shall be $2.50 and shall be exercisable for a
period of five (5) years provided certain operational goals are met.
21st Century Professionals, Inc. is a full service provider of information
technology products and services. 21st is an authorized dealer for IBM,
Compaq, Lexmark, Hewlett Packard, Okidata, and many other products.
Additionally, 21st maintains their own brand of computers, monitors and
features, all of which are on Louisiana's State Item Contract. The Company
also develops application and database business and engineering software and
is a reseller for all major brand including Microsoft, Novell, IBM and
others. A full line of services are offered by 21 st including software
development and testing, equipment installation, problem diagnosis, help desk
technical support, project management, network designing, network cabling and
other custom services.
Item 3. Bankruptcy or Receivership
Not applicable
Item 4. Changes in Registrant's Certifying Accountant.
Not applicable
Item 5. Other Events.
Not applicable
Item 6. Resignations of Registrant's Directors.
Not applicable
Item 7. Financial Statements and Exhibits.
Financial statements required by this item, will be filed with an amended form
8-K on or before September 13, 1997.
Item 8. Change in Fiscal Year.
Not applicable
Item 9. Sales of Equity Securities Pursuant to Regulation S.
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.
VARTECH SYSTEMS INC.
(Registrant)
J. Keith Henderson, President
/s/ J. Keith Henderson
July 11, 1997