FORM 6-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities and Exchange Act of 1934
For the month of April, 2002
API ELECTRONICS GROUP INC. (Formerly: Investorlinks.com Inc.)
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(Translation of registrant's name into English)
505 University Ave., Suite 1400, Toronto, Ontario M5G 1X3
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(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports
under cover form 20-F or Form 40-F:
Form 20-F X Form 40-F
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Indicate by check mark whether the registrant by furnishing the information
contained in this Form is also thereby furnishing the information to the
Commission pursuant to Rule 12g3-2b under the Securities Exchange Act of 1934:
Yes: No: X
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If "Yes" is marked, indicate below the file number assigned to the registrant
in connection with Rule 12g3-2(b): 82-
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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, thereunto duly authorized.
API ELECTRONICS GROUP INC.
(Formerly Investorlinks.com Inc.)
Date: April 10, 2002 By: /s/ Jason DeZwirek
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Jason DeZwirek, Chairman of the Board,
Executive V.P., Secretary and Director
API ELECTRONICS ANNOUNCES INTENT TO ACQUIRE
FILTRAN GROUP
ACQUISITION WOULD INCREASE API'S REVENUES BY OVER 100%
NEW YORK, April 3, 2002 - API Electronics Group (OTCBB:APIEF) today announced
that it has signed a letter of intent to acquire privately-held Filtran Group, a
global supplier of electronic components. With manufacturing operations in the
United States and Canada, including its own 16,000-square-foot manufacturing
facility, Filtran is on track to deliver revenues of US$4 million for the year
ending August 31, 2002.
The all-cash acquisition would see API acquire Filtran Group and all of its
subsidiaries, including: Filtran Inc. of Ogdensburg, New York; Filtran Ltd.
of Nepean, Ontario, Canada; and Canadian Dataplex Ltd., also of Nepean.
Filtran produces highly sophisticated electronic components for customers in the
communications, computer, instrumentation and process control industries. The
company has been in business since 1969 and has clients in 34 countries. No
single customer accounts for more than 10% of Filtran Group's sales.
"The acquisition of Filtran is existing for API Electronics, as it allows us to
expand our in-demand product offerings for both current and potential clients,"
said Tom Mills, President and COO of API Electronics. "Filtran's product mix -
consisting of 30% proprietary, 40% custom specifications and 30% build-to-print
- - is very complimentary to our existing business. This deal will significantly
broaden our customer base and give API added exposure to the power markets."
API went public through a reverse takeover last year and subsequently announced
plans to leverage it new position to seek strategic acquisitions of top research
and development and sole provider firms.
"We are very existed by this development," said Jason DeZwirek, API's Chairman
and CEO. "It is very much in line with our aggressive growth plans, allows us to
maximize shareholder value by more than doubling revenues and adds momentum to
our acquisition strategy."
The deal is pending final due diligence by API Electronics, and is expected to
close prior to the company's fiscal year-end, May 31, 2002.
ABOUT API ELECTRONICS:
As a provider of custom replacement parts, API Electronics Group Inc. is meeting
critical demands for extremely high-quality semiconductors and microelectronic
circuits with precisely defined functional capabilities. API has been providing
these top of the line components for military, aerospace and commercial markets
for over 20 years. The company boasts a growing list of blue chip customers,
including Honeywell/Allied Signal, Lockheed Martin, Litton Systems, and numerous
other top technology-based firms around the world. API's operations
originate from its wholly-owned, state-of-the-art 15,000-sq-ft technology and
manufacturing facility in Hauppauge, New York. API Electronics trades on the OTC
Bulletin Board under the symbol APIEF. For further information about API
Electronics, please visit the company's website at www.apielectronics.com.
FOR FURTHER INFORMATION:
Primoris Group
Corporate Communications
Tel: 1-877-274-0274
api@primorisgroup.com
This press release may contain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. All forward-looking
statements are subject to certain risks, uncertainties and assumptions. These
risks and uncertainties, which are more fully described in API's Annual and
Quarterly Reports filed with the Securities and Exchange Commission, include
changes in market conditions in the industries in which the Company operates.
Should one or more of these risks or uncertainties materialize, or should the
assumption prove incorrect, actual results may vary in material aspects from
those currently anticipated.
FORM 27
Securities Act (Ontario)
MATERIAL CHANGE REPORT UNDER SECTION 75(2) OF THE ACT
1. Reporting Issuer:
API Electronics Group Inc.
505 University Avenue
Suite 1400
Toronto, Ontario
M5G 1X3
2. Date of Material Change:
April 3, 2002
3. Publication of Material Change:
Press Release issued on April 3, 2002
4. Summary of Material Change:
API Electronics Group Inc. ("API") announced that it has signed a letter of
intent to acquire privately-held Filtran Group ("Filtran"), a global
supplier of electronic components. Filtran has manufacturing operations in
the United States and Canada and is expected to deliver revenues of
approximately US$4 million for the fiscal year ending August 31, 2002.
Closing is pending final due diligence by API and is expected prior to
May 31, 2002.
5. Full Description of Material Change:
As in No. 4 above.
6. Senior Officer:
Jason DeZwirek
Chairman
Telephone: 416-593-3000
I, Jason DeZwirek, Chairman, certify that the foregoing accurately
discloses the material change referred to herein.
Signed at Toronto, Ontario this 9th day of April, 2002.
"Jason DeZwirek"
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Jason DeZwirek, Chairman
API Electronics Group Inc.
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE
FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT, AT THE TIME AND IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
FORM 27
Securities Act (Ontario)
MATERIAL CHANGE REPORT UNDER SECTION 75(2) OF THE ACT
1. Reporting Issuer:
API Electronics Group Inc.
505 University Avenue
Suite 1400
Toronto, Ontario
M5G 1X3
2. Date of Material Change:
March 28, 2002
3. Publication of Material Change:
April 9, 2002
4. Summary of Material Change:
As in No. 5 below.
5. Full Description of Material Change:
API Electronics Group Inc. (the "Company") announces that certain arms
length investors in the Company have exercised (the "Exercise") certain
common share purchase warrants that have yielded net proceeds to the
Company of approximately US$740,000. Details of the Exercise are further
described in Schedule "A", attached.
6. Senior Officer:
Jason DeZwirek
Chairman
Telephone: 416-593-3000
I, Jason DeZwirek, Chairman, certify that the foregoing accurately
discloses the material change referred to herein.
Signed at Toronto, Ontario this 9th day of April, 2002.
"Jason DeZwirek"
------------------------------------
Jason DeZwirek, Chairman
API Electronics Group Inc.
IT IS AN OFFENCE FOR A PERSON TO MAKE A STATEMENT IN A DOCUMENT REQUIRED TO BE
FILED OR FURNISHED UNDER THE ACT OR THIS REGULATION THAT, AT THE TIME AND IN THE
LIGHT OF THE CIRCUMSTANCES UNDER WHICH IT IS MADE, IS A MISREPRESENTATION.
SCHEDULE "A"
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DATE #SHARES $ PER WARRANT TOTAL $
- --------------------------------------------------------------------------------
Mar-25-02 273,541 0.75 205,155.75
Mar-28-02 273,541 0.75 205,155.75
Mar-28-02 273,541 0.45 123,093.45
Mar-28-02 273,541 0.75 205,155.75
================================================================================
TOTAL $ TO DATE
$738,560.70