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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 30, 2001
VITRIX, INC.
(Exact name of registrant as specified in its charter)
NEVADA 001-10320 13-3465289
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification No.)
51 West Third Street, Suite 310
Tempe, Arizona, 85281
(Address of principal executive offices, including zip code)
(480) 967-5800
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On March 30, 2001, Vitrix, Inc. ("Vitrix") completed the acquisition of
Time America, Inc. ("Time America"), pursuant to the terms of the Merger
Agreement, dated March 28, 2001 (the "Merger Agreement"), by and among Vitrix,
Time America and Vitrix Incorporated, a wholly owned subsidiary of Vitrix
("Merger Sub").
Pursuant to the terms of the Merger Agreement, Time America merged with and
into Merger Sub, with Merger Sub continuing as the surviving corporation under
its current name. In connection with the acquisition, Vitrix's shareholders
approved a proposal effecting a 1-for-10 reverse stock split. Vitrix acquired
all of the outstanding shares of Time America through the issuance of 3,147,914
shares (on a post reverse stock split basis) of Vitrix common stock, which
amount represents approximately fifty percent (50%) of Vitrix's outstanding
common stock after giving effect to the share issuance.
The terms of the transaction, including the purchase price, were determined
by negotiations between Vitrix and the principal shareholders of Time America,
and were approved by a majority of the shareholders of Time America.
The Merger Agreement is filed as Exhibit 2.1 hereto. A copy of the press
release issued by Vitrix on April 2, 2001, concerning the foregoing transaction
is filed as Exhibit 99.1 hereto. The foregoing description of such documents is
qualified in its entirety by reference to such Exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of the Businesses Acquired.
The Registrant is in the process of preparing financial statements of
Time America, Inc. to be included in an amendment of this Form 8-K to be
filed within 60 days of the filing date of this Form 8-K.
(b) Pro Forma Financial Information.
The Registrant is in the process of preparing pro forma financial
information to be included in an amendment of this Form 8-K to be filed
within 60 days of the filing date of this Form 8-K.
(c) Exhibits.
Exhibit Description Method of Filing
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2.1 Merger Agreement, dated March 28, 2001, by and (1)
among Vitrix, Inc., Vitrix Incorporated, and
Time America, Inc.
99.1 Press release issued April 2, 2001, announcing (1)
completion of the acquisition of Time America,
Inc.
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(1) Filed herewith
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Report to be signed in its behalf by the
undersigned hereunto duly authorized.
VITRIX, INC.
Date: April 13, 2001 By: /s/ Thomas S. Bednarik
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Thomas S. Bednarik
CEO and President
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Merger Agreement, dated March 28, 2001, by and among Vitrix,
Inc., Vitrix Incorporated and Time America, Inc.
99.1 Press release issued April 2, 2001, announcing completion of
the acquisition of Time America, Inc.