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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 (DATE OF EARLIEST EVENT REPORTED) -- MARCH 5, 1999
PALADYNE CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 0-22969 59-3562953
(STATE OR OTHER (COMMISSION (I.R.S. EMPLOYER
JURISDICTION FILE NUMBER) IDENTIFICATION NO.)
OF INCORPORATION)
615 CRESCENT EXECUTIVE COURT,
SUITE 128, LAKE MARY, FLORIDA 32746
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE -- (407) 333-2488
SYNAPTX WORLDWIDE, INC.
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
Effective March 5, 1999, Synaptx Worldwide, Inc., a Utah
corporation ("Synaptx"), completed a reincorporation (the
"Reincorporation"), whereby the surviving company (or successor
registrant) is Paladyne Corp., a Delaware corporation
("Paladyne"). The primary purpose of the Reincorporation was to
migrate to the State of Delaware and to change the corporate name
to Paladyne Corp. The shareholders of Synaptx approved the
Reincorporation at the 1999 Annual Meeting of Shareholders (the
"Annual Meeting") held on March 3, 1999.
Paladyne has an authorized capitalization consisting of
(i) 25,000,000 shares of common stock, $.001 par value ("Paladyne
Common Stock"), of which 6,584,452 shares are outstanding after
the Reincorporation, and (ii) 10,000,000 shares of Preferred
Stock, $.001 par value, of which 137,143 of the Series A
Convertible Preferred Stock are outstanding after the
Reincorporation. The Reincorporation was effected by a migratory
merger (the "Merger") between Synaptx and Paladyne, which was a
newly-formed, wholly-owned subsidiary of Synaptx. Upon the
Merger the outstanding shares of Synaptx Common Stock were
exchanged on a one-for-one basis for shares of Paladyne Common
Stock and the outstanding shares of Synaptx Series A Convertible
Preferred Stock were exchanged on a one-for-one basis for shares
of Paladyne Series A Convertible Preferred Stock, whereby the
former Synaptx shareholders received the same proportionate
ownership interest in Paladyne that they had in Synaptx.
Paladyne has a 1999 Stock Option Plan under which options may be
granted for the purchase of 2,500,000 shares of Paladyne Common
Stock. Options were granted under the Paladyne Option Plan for
outstanding options under the Synaptx 1996 Stock Option Plan and
on the same terms as the Synaptx options.
Upon the Reincorporation, Paladyne succeeded to all the
business, properties, assets and liabilities of Synaptx. The
Reincorporation did not result in any change of management.
Pursuant to Rule 12g-3(f) under the Securities Exchange Act
of 1934, as amended, by reason of the Reincorporation, the
Paladyne Common Stock became registered pursuant to Section 12(g)
thereof. The Paladyne Common Stock is traded on the OTC-Bulletin
Board under the symbol "PLDY". Letters of Transmittal are being
sent to the former Synaptx shareholders requesting that they
exchange their Synaptx stock certificates for Paladyne stock
certificates.
In addition to approving the Reincorporation, at the Annual
Meeting the shareholders of Synaptx also (i) elected Peter B.
Atwal, John D. Foster, Kenneth W. Horn, William N. Kashul, Sr.,
James L. McGovern and Ronald L. Weindruch as directors and
(ii) approved an amendment to Synaptx's 1996 Stock Option Plan to
increase the number of shares authorized for issuance thereunder
to 2,500,000. Upon the Reincorporation, the Board of Directors
was divided into three classes with one class to be elected
annually. Messrs. Horn and Kashul were designated as Class I
directors to serve until the 2000 annual meeting, Messrs. Atwal
and McGovern were designated as Class II directors to serve until
the 2001 annual meeting and Messrs. Foster and Weindruch were
designated as Class III directors to serve until the 2002 annual
meeting.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3.1 Certificate of Incorporation for Paladyne.
3.2 By-Laws for Paladyne.
3.3 Articles of Merger of Synaptx into Paladyne, dated
March 3, 1999, as filed with the Division of
Corporations and Commercial Code of the State of Utah
on March 8, 1999.
3.4 Certificate of Merger of Synaptx into Paladyne, dated
March 3, 1999, as filed with the Secretary of State of
the State of Delaware on March 5, 1999.
10.1 Agreement and Plan of Merger, dated January 19, 1999,
between Synaptx and Paladyne.
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10.2 Paladyne 1999 Stock Option Plan.
99.1 Press Release, dated March 10, 1999.
SIGNATURE
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 thereunto duly
authorized.
PALADYNE CORP.
By: /s/ Ronald L. Weindruch
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Name: Ronald L. Weindruch
Title: President and Chief Executive
Officer
Dated: March 24, 1999
Exhibit Index
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Exhibit Description
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3.1 Certificate of Incorporation for Paladyne.
3.2 By-Laws for Paladyne.
3.3 Articles of Merger of Synaptx into Paladyne,
dated March 3, 1999, as filed with the
Division of Corporations and Commercial Code
of the State of Utah on March 8, 1999.
3.4 Certificate of Merger of Synaptx into
Paladyne, dated March 3, 1999, as filed with
the Secretary of State of the State of
Delaware on March 5, 1999.
10.1 Agreement and Plan of Merger, dated
January 19, 1999, between Synaptx and
Paladyne.
10.2 Paladyne 1999 Stock Option Plan.
99.1 Press Release, dated March 10, 1999.