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: December 20, 1999
PIERCE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Colorado 33-17679-D 84-1067694
State or other jurisdiction (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
P.O. Box 37
Iuka, Mississippi 38852
(Address of principal executive offices) (Zip Code)
(662) 424-5030
(Registrant's telephone number, including area code)
6746 South Revere Parkway
Suite 130
Englewood, Colorado 80112
Former name, former address and former fiscal year,
if changed since last report)
Item 1. Changes in Control of Registrant.
See Item 2 of this report.
Item 2. Acquisition or Disposition of Assets.
Sale of Assets
Prior to November 1999, the Company's assets consisted primarily of
gold/gravel properties and straw board manufacturing equipment. However, the
Company was unable to develop a source of continuous income from its assets and
the Company's debt steadily increased. The Company's gold/gravel property did
not attract buyers or operators, even though the Company had been actively
soliciting a sale or joint venture partner for nearly eight years. In addition,
the Company continued to bear the substantial costs associated with marketing
its straw board manufacturing system. As a result of the Company's lack of
revenues, Pierce D. Parker, the Company's former President, Treasurer, Director
and principal shareholder, provided loans to the Company in order to fund its
continued operations.
Since its inception, the Company has lost approximately $(1,018,000). As
of September 30, 1999, the Company's assets were approximately $487,000 and its
liabilities were approximately $628,000, of which approximately $580,000 was
owed to Pierce D. Parker.
In October 1999 the Company entered into an Exchange Agreement with Pierce
Enterprises, Inc., by which the Company agreed to transfer all of its assets to
Pierce Enterprises, Inc. in exchange for the assumption by Pierce Enterprises,
Inc. of all of the Company's outstanding debt obligations. Pierce Enterprises,
Inc. also agreed to indemnify the Company against any future liabilities related
directly or indirectly to any of the assets being transferred. Pierce
Enterprises, Inc. is wholly owned by Pierce D. Parker and was formed solely for
the purpose of assuming the liabilities of the Company in exchange for the
transfer of its assets. The Exchange Agreement was approved by the shareholders
of the Company at a special meeting held on November 5, 1999.
As of December 20, 1999 the Company had 7,515,705 outstanding shares of
common stock and 80,000 outstanding shares of preferred stock. Each share of
preferred stock is convertible into one share of common stock.
Acquisition of North American Software Associates, Limited
Effective December 21, 1999 the Company acquired all of the issued and
outstanding shares of North American Software Corp. ("NAS") in exchange for
76,801,017 shares of the Company's common stock. The former shareholders of NAS
now own a controlling interest in the Company. In connection with this
transaction the management of the Company resigned and was replaced by the
management of NAS.
NAS was incorporated in September 1998 to provide a variety of
telecommunications services.
The offices of NAS are located in a state-of-the-art 170,000 square foot
office building, located in Iuka, Mississippi. This facility was originally
constructed for the National Aeronautics and Space Administration in 1993 to
support the advanced solid rocket motor project. When completed, the facility
housed a fully functional $20 million computer and network operations center and
provided information processing and on-line data storage with a high level of
security. Budget cuts for the space shuttle caused the closure of this facility
in 1996. In January 1999 NAS entered into a 10-year lease for this facility at
an annual rent of approximately $87,500. NAS believes that this facility, with
its existing infrastructure and security features, is ideally suited for NAS'
present and proposed business.
As of December 31, 1999 NAS had 16 full time employees. NAS plans to hire
additional employees as may be required by the level of its operations.
NAS is engaged, or plans to engage, in the following lines of business:
Internet Access. Since April 1999 NAS has provided internet service to
approximately 850 customers in Mississippi, Tennessee and Alabama. Internet
services provided by NAS includes basic dial-up access to the internet through
standard computer modems, high speed internet access, and the design and hosting
of websites for customers.
Remote Data Storage. NAS recently placed orders for equipment having a cost of
approximately $1,300,000 which will allow third parties to store and access data
stored in digital form on computer systems maintained and operated by NAS in its
facility in Iuka, Mississippi. As of December 31, 1999, NAS did not have any
agreements with any third parties regarding the storage of computer data.
Consulting. NAS plans to assist corporations, government agencies, and
institutions in upgrading their computer systems to function more effectively
with current economic, technical and commercial conditions.
Telecommunication Projects. NAS plans to assist corporations, government
agencies and institutions in the design and installation of their own internal
telecommunications network. NAS plans to use state-of-the-art technology which
will enable its clients to transfer and receive large amounts of data at high
speed between both internal and external sources.
Fiber Optic and Broadband Microwave Network. NAS plans to build a fiber
optic and broadband microwave communications network which will allow for the
high speed transmission of large amounts of data. It is expected that
businesses, government agencies and institutions will use the NAS network as a
preferred alternative to existing telephone and satellite data transmission
systems.
NAS expects that the first phase of the network will cost approximately
$150,000,000 and will link the following metropolitan regions:
New Orleans, Louisiana
Birmingham, Alabama
Atlanta, Georgia
Huntsville, Alabama
Chattanooga, Tennessee
Memphis, Tennessee
NAS plans to fund the cost of its planned network through joint venture
arrangements with third parties which will provide capital, right-of-way access,
equipment and engineering and other technical services.
As of December 31, 1999 NAS had not entered into any agreements with any
third parties relating to this network.
SHORT TERM CAPITAL REQUIREMENTS
Initially NAS anticipates that it will need approximately $10,000,000 in
capital for the following purposes:
Main Frame Computer hardware and software $1,000,000
Fiber Optic Network connection initiation 6,000,000
Broadband Microwave transmission improvements 500,000
Data scanning and retrieval hardware 850,000
Infrastructure, support equipment and software 650,000
Working capital 1,000,000
-----------
Total $10,000,000
NAS plans to obtain this capital through the sale of debt or equity
securities. No assurance can be given that NAS will be successful in obtaining
the capital needed for its planned operations. The failure of NAS to obtain
additional capital will result in the inability of NAS to proceed with one or
more aspects of its business plan.
FINANCIAL INFORMATION
The following is a summary of the balance sheet of NAS as of September 30,
1999 and its statement of operations for the nine-month period ending September
30, 1999:
Balance Sheet Data
September 30, 1999
Current Assets $1,004,411
Total Assets 1,710,802
Current Liabilities 102,493
Total Liabilities 132,439
Working Capital 901,918
Stockholders' Equity 1,578,363
Statement of Operations Nine Months Ended
September 30, 1999
Investment Income $202,641
Other Revenues 43,684
Expenses (415,182)
---------
Net Loss $(168,857)
==========
Prior to its acquisition by the Company, NAS issued options which allowed
certain officers and employees of NAS to acquire additional shares of the common
stock of NAS. These officers and employees of NAS now hold options to acquire up
to 26,572,101 shares of the Company's common stock. The options are exercisable
at prices ranging between $0.03 and $0.87 and expire at various dates between
December 2000 and December 2001. See "Principal Shareholders" below for
information concerning options held by the Company's new officers and directors.
MANAGEMENT
In connection with the acquisition of NAS, the Company's officers and
directors resigned and were replaced by the management of NAS. The following
sets forth certain information concerning the present management of the Company.
The Company's executive officers plan to devote their full time to the Company's
business.
The following sets forth certain information concerning the present
management of the Company:
Name Age Position
Robert Crawford 60 President, Secretary, Treasurer and a Director
James White 52 Vice President, Director, Market Development
Ted Roberts III 43 Vice President and Chief Information & Operating
Officer
Robert Crawford has been an officer and director of the Company since August
1998. From 1989 to 1998 Mr. Crawford was the Chairman and Chief Executive
Officer of New York Regional Rail Corporation, a short line railroad based in
Brooklyn, New York. Between 1981 and 1989 Mr. Crawford was the chief executive
office of several companies in the transportation industry. In the period from
1963 to 1981 Mr. Crawford held executive positions with International Nickel
Company, Union Carbide and NL Industries. From 1971-1975 Mr. Crawford was a Vice
President with Dominick & Dominick heading their international investment
banking effort. Mr. Crawford served as an officer in the United States Air Force
from 1960 to 1963. Mr. Crawford graduated from Lehigh University with a B.S. in
Metallurgical Engineering. He also holds a M.S. in Metallurgical Engineering and
Solid State Physics and an M.B.A. in Corporate Finance and International
Business from New York University. Mr. Crawford holds several patents for
composite materials.
James White has been a Director and officer of the Company since 1998. Since
1995 Mr. White has also been the President of Belize Interest Group, Limited a
company engaged in the development of industrial property in Belize. Mr. White
was a private contractor in the domestic and international environmental
construction industry from 1985 to 1996.
Ted Roberts III has been an officer of the Company since 1998. Mr. Roberts
managed the Information Systems Division for the Nozzle Division of Thiokol
Corp. from 1994 to 1996 at what is now the Company's facility in Iuka,
Mississippi. His responsibilities at Thiokol Corp. included all aspects of
contract management for information processing contracts with software and
hardware vendors. From 1981 to 1994 Mr. Roberts managed various information
system projects for Lockheed Missile & Space Company. From 1991 to 1994 Mr.
Roberts managed the development of Lockheed's information systems facility in
Iuka, Mississippi. Mr. Roberts received a Bachelor of Science degree in Computer
Science from New Mexico State University in 1980 and completed graduate work at
Golden State University toward a MBA.
PRINCIPAL SHAREHOLDERS
The following table sets forth the number of and percentage of outstanding
shares of common stock beneficially owned by the Company's new officers and
directors and those shareholders now owning more than 5% of the Company's common
stock.
Shares of
Name and Address Common Stock (3) Percent of Class
- ---------------- ---------------- ----------------
Robert Crawford 29,534,658 (1) 34%
751 County Road 989
Iuka, MS 38852
James White 17,512,842 (2) 20.3%
751 County Road 989
Iuka, MS 38852
Ted Roberts III 4,823,852 5.6%
751 County Road 989
Iuka, MS 38852
(1) Includes shares held by Mr. Crawford's wife. Mr. Crawford may be deemed the
beneficial owner of the shares held by his wife.
(2) Includes 16,530,273 shares held of record by a trust. Mr. White may be
considered the beneficial owner of the shares held by the trust.
(3) Excludes shares issuable upon the exercise of options held by the following
persons:
Shares Issuable Option Expiration
Upon Exercise Exercise Date of
Name of Options Price Options
Robert Crawford 11,677,516 $0.03 12-31-01
Ted Roberts III 4,823,582 $0.04 12-31-01
Miscellaneous
The Company's board of directors will shortly propose that the
shareholders of the Company approve (i) a change of the name of the Company to
North American Datacom, Inc. (ii) changing the Company's corporate domicile to
Delaware and (iii) increasing the Company's authorized capitalization to
150,000,000 shares of common stock and 1,000,000 shares of preferred stock.
The Company's offices now located at P.O. Box 37 Iuka, Mississippi 38852.
The Company's new telephone number is (662) 424-5030 and its new facsimile
number is (662) 424-5059.
Item 7(a) and 7(b). Financial Statements and Pro Forma Financial Statements.
The Company hereby undertakes to file with the Commission an amendment to
this Form 8-K wherein the Company will provide the audited financial statements
of North American Software Corp. and related pro forma financial statements
within sixty (60) days after the filing of this Form 8-K.
Item 7(c). Exhibits.
Number Exhibit
2 Share Exchange Agreement between the Company and North American
Software Corp.
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 hereunto duly authorized.
PIERCE INTERNATIONAL, INC.
By /s/ Robert Crawford
Robert Crawford, Chief Executive Officer
DATE: January 3, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
PIERCE INTERNATIONAL, INC.
EXHIBITS