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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-KA
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934.
Date of Report (Date of earliest Event Reported): May 10, 1995
COMTEC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New Mexico 0-12116 75-2456757
(State of other juris- (Commission (I.R.S. Employer
diction of incorporation File Number) Identification No.)
10855 East Bethany Drive
Aurora, Colorado 80014
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number including area code: (303) 743-7983
Former name or former address if changed since last report: Nattem,
USA, Inc.
Address: Same as above
The Exhibit Index required by Item 601 of Regulations S-K appears on
Page 2 of this Report.
Item 1. Changes in Control of Registrant. NONE
Item 2. Acquisition or Disposition of Assets.
1. Expiration of Option to Acquire SMR Licenses. On July 31, 1995,
the Registrant (through the Registrant's wholly owned
subsidiary, Key Communications Group Inc.) entered into a
written agreement with Mobile One Communications, Inc., a
Colorado corporation ("MOC") wherein MOC granted the Registrant
the exclusive right and option to acquire SMR licenses and
equipment and manage said licenses during the four month option
period ended November 30, 1995. The purchase price for the
licenses and equipment was $800,000 inclusive of 300,000 shares
of the Registrant's common stock valued at $.75 per share or an
aggregate of $225,000. Key paid $50,000 to MOC for this option.
which expired on November 15, 1995. Additional payments are
also required in connection with this option. The agreement
provided for all stock and cash payments to be held in escrow
pending approval of the Federal Communications Commission of the
proposed license transfers. The Registrant defaulted in its
obligations under the agreement with MOC and the escrow cash has
been released to Mobile One Communications, Inc.
2. Acquisition of SMR Channels. On August 5, 1995, the Registrant
(through the Registrant's wholly owned subsidiary, Key
Communications Group Inc.) entered into a written agreement with
Omni Range Communications LLC, a Colorado limited liability
Registrant ("Omni") to acquire contracts to manage certain SNM
channels and options to acquire additional SMR channels from
unaffiliated third parties (aggregating 185 channels) in
consideration for a purchase price of $75,000. The purchase
price was payable $25,000 in cash and the balance by a 90 day
$50,000 promissory note secured by a second deed of trust to the
Registrant's real estate in Aurora, Colorado. As additional
consideration, also agreed to construct and warrant ten of the
acquired channels within 30 days of closing, or such other date
as may be mutually agreed upon by the parties. The Registrant
is in default under the note given to Omni. Under the terms of
the Agreement, Omni is entitled to foreclose its lien on
property on which the Registrant maintains principle business
office. As of the date of this letter, Omni has verbally agreed
to extend the Registrant's obligation,
Item 3. Bankruptcy or Receivership: None
Item 4. Change in Registrant's Certifying Accountant. None
Item 5. Other Events. None
Item 6. Change in Directors:
On May 7, 1996, Thomas Moscariello was elected Vice President of
Marketing and Sales and elected to the Board of Directors. On July
16, 1996, Mitchell B. Chi, Chief Operating Officer was elected to the
Board of Directors.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements on Key Communications Group and Key Car
Finance Company for the periods ended December 31, 1994 and
April 30, 1995. See Index to Financial Statements beginning on
page 4.
Exhibits
The following documents are filed herewith or incorporated herein by
reference as Exhibits:
1.0 Not applicable.
2.0 Not applicable.
4.0 Not applicable,
16.0. Not applicable.
17.0 Not applicable.
20.0 Not applicable.
23.0 Not applicable.
24.0 Not applicable.
27.0 Not applicable
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: Aurora, Colorado
September 17, 1996
COMTEC INTERNATIONAL, INC.
By: /s/ donald g. mack
Donald G. Mack, President and Chief
Executive Officer