UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT UNDER SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
August 26, 1999
Commission file number: 0-26322
Eagle Capital International, Ltd.
a Nevada corporation
IRS Number 88-0303769
Suite B-202 954 East 7145 South
Midvale, UT 84047
(801) 569-0400
DISCLOSURE REGARDING FORWARD LOOKING STATEMENTS
This Form 8-K includes "forward-looking statements" within the meaning
of various provisions of the Securities Act. All statements, other than
statements of historical facts, included in this Form 8-K that address future
activities, events or developments, including such things as future revenues,
product development, market acceptance, responses from competitors, capital
expenditures (including the amount and nature thereof), business strategy and
measures to implement strategy, competitive strengths, goals, expansion and
growth of the Company's and its subsidiaries' business and operations, plans,
references to future success and other such matters, are forward-looking
statements. These statements are based on certain assumptions and analysis made
by the Company in light of its experience and its assessment of historical
trends, current conditions and expected future developments as well as other
factors it believes are appropriate in the circumstances. However, whether
actual results will conform to the Company expectations and predictions is
subject to a number of risks and uncertainties that may cause actual results to
differ materially, including the risks and uncertainties discussed in this Form
8-K; general economic, market or business conditions; the opportunities (or lack
thereof) that may be presented to and pursued by the Company; competitive
actions by other companies; changes in laws or regulations; and other factors,
many of which are beyond the control of the Company. Consequently, all of the
forward-looking statements made in this Form 8-K are qualified by these
cautionary statements and there can be no assurance that the actual results
anticipated by the Company will be realized or, even if substantially realized,
that they will have the expected consequences to or effects on the Company or
its business or operations.
Item 5. Other Events.
The Company announced today that it has completed and filed a Form
10-KSB for the year ending December 31, 1998 as well as Form 10-QSB for the
quarters ending March 31, 1999 and June 30, 1999. The Company is now current in
its reporting requirements pursuant to the Securities Exchange Act of 1934.
On August 4, 1999 the Company completed a private placement offering
for One Million Dollars ($1,000,000) of the Company's common stock to fund the
Company's operations.
Additionally, the Company has appointed two (2) new members to the
Board of Directors.
Anthony D'Amato joined the Company in April 1999 as a Director and has
served as Chairman since May 1999. Since June 1, 1999, Mr. D'Amato has served as
President and CEO of the Company. Since May 1997, he has served as a Director of
Drake Alexander & Associates, Inc. and was elected Chairman of the Board of
Directors in 1998. From 1992 to June 1999, Mr. D'Amato held various positions
with KB Electronics, Inc., a mid-size electronics manufacturer and served as a
director from 1995 to June 1999. Mr. D'Amato has also served as an officer and
director of UC'NWIN Systems Corporation, a publicly traded company since June
1998. Mr.
D'Amato earned a BA in Finance from C.W. Post College in 1993.
Richard W. Lahey joined the Company as a director in August 1999. In
1972, Mr. Lahey co-founded Mt. Tam Racquet Club, Inc. in Larkspur, California
and serves as its President and CEO. Mr. Lahey has served in senior management
capacities with several companies over the last 29 years, including The Chestnut
Group, Metallgesellschaft AG., Continental Grain Co., Capital Ideas, Inc.,
Citicorp Securities, Inc., Weeden & Co., and Bankers Trust Company. Mr. Lahey
received his BA from Dartmouth College in 1969.
"We are delighted to have both Mr. D'Amato and Mr. Lahey on board",
said Ralph Thompson, the Company's only incumbent board member. "Anthony's
experience in turn around situations and his leadership abilities make him the
perfect fit to help the Company realize its full global potential. The addition
of Dick to our Board of Directors gives us access to the financial communities
and a business acumen that will allow us to grow the business at a speed
commensurate with the explosive nature of our product."
SIGNATURES
Pursuant to the requirement of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
EAGLE CAPITAL INTERNATIONAL, LTD.
By: /s/Anthony D'Amato
Anthony D'Amato, President
August 26, 1999