SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 22, 2002
APTA HOLDINGS, INC.
(Exact name of registrant as specified in charter)
Delaware 0-26777 22-3662292
(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
215 West Main Street
Maple Shade, New Jersey 08052
(Address of principal executive offices)
Registrant's telephone number, including area code (856) 667-0600
ITEM 5. OTHER EVENTS.
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Pursuant to a share exchange agreement entered into on November 22, 2002 Apta
Holdings, Inc. will acquire Convergix Inc., a Canadian corporation which
provides a comprehensive software solution, custom programming, and hosting
services to mid-sized airlines and aircraft fleet operators.
Apta will acquire Convergix by issuing 25,000,000 shares of its common stock
to the shareholders of Convergix in exchange for their Convergix shares.
The share exchange is scheduled to close on December 31, 2002.
After closing, Apta will own 100% of the voting Common Stock of Convergix.
Convergix also has outstanding 117.7 Series I Preference Shares. Apta is not
acquiring the Series I Preference Shares. The Series One Preference Shares
are convertible into common stock of Convergix; if converted, the holders of
the Series I Preference Shares will own 10% of the Common Stock of Convergix,
and Apta will own 90% of Convergix.
The acquisition will be accomplished pursuant to a share exchange agreement
dated November 22, 2002 between Apta; its wholly owned subsidiaries, Intelisys
Acquisition Inc., Intelisys (Nova Scotia) Company, and Convergix Inc. For
details of the transaction, shareholders should read the share exchange
agreement filed with the SEC as an exhibit to this Form 8-k. The agreement
provides that Apta will issue 3,295,000 shares of Apta common stock plus
21,705,000 "exchangeable shares" in Intelisys Acquisition Inc. , a subsidiary
of Apta. The exchangeable shares have equal voting rights and equal economic
value as common shares of Apta. These shares may be exchanged by the holder
any time on a 1 for 1 basis for Apta common shares and if not exchanged prior
to December 31, 2012, will be exchanged for Apta common shares on that date.
Throughout this document, the exchangeable shares are treated as common stock
equivalents and the purchase price of Convergix shall be deemed to be
25,000,000 shares of Apta common stock. All references to Apta common stock
include the exchangeable shares unless otherwise noted.
The Information Statement
Attached for your review is the Information Statement filed by the Company on
December 3, 2002, which contains more complete information concerning this
transaction and Convergix. Exhibits to the Information Statement have been
set forth as exhibits to this Form 8-K.
Change of Management
Simultaneously with the closing of the transaction, all of the directors and
officers of the Company shall resign and the shareholders of Convergix shall
designate the new board of directors and the officers of the Company. It is
anticipated that the new Board of Directors of the Company will consist of
Ralph Eisenschmid, Jock English and Malcolm Little. The new executive
officers of the Company shall be: Ralph Eisenschmid, President and CEO; Jock
English, V.P. Sales and Marketing; and Malcolm Little, Chief Technology
Officer.
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Name Change
After closing, the Company will change its name to "Intelisys Aviation Systems
U.S.A. Inc." or another suitable name, to better reflect the new business.
Apta's Current Business
Apta, through its 80% owned subsidiary Beran Corp., originates, sells and
services loans to businesses secured by real estate and other business assets
("Business Purpose Loans"), and consumer loans typically to credit impaired
borrowers, including automobile loans secured by the title to the automobile
and the unconditional guarantee of participating dealers or individual
guarantors pre-approved by Beran. After closing the transaction, Apta will
sell all of the assets that it owned prior to the closing.
Business of Convergix
Convergix is a provider of integrated software solutions for regional,
mid-sized airlines and fleet operators. The principal software suite of
Convergix is the Amelia software solution which consists of four fully
integrated product-suites that address the operational needs of mid-size
airline and fleet operations:
* Flight Operations
* Reservations and Scheduling
* Human Resources
* Maintenance
Amelia also assists airline operators in key areas such as record keeping,
regulatory compliance, capacity planning and resource allocation while
managing maintenance requirements to seamlessly optimize operations.
The Amelia solution can be rapidly activated with airline carriers going
online in a matter of days or weeks. Amelia can be installed directly at
customer locations or hosted by Convergix via the Internet, using Convergix'
computer system. This allows Amelia customers to avoid investment in
expensive computer hardware and provides a revenue stream to Convergix.
Convergix currently provides services to 13 clients. Client contracts are
generally for terms of thirty-six to sixty months with fixed and volume-based
charge components.
Convergix is incorporated under the laws of the Province of New Brunswick,
Canada. The address and telephone number of its main office is:
815 Bombardier Street
Shediac, New Brunswick
Canada, E4P 1H9
(506) 532-8515 or 1-877-532-8515
Amendments to Charter
Pursuant to the terms of the share exchange agreement, Apta will amend its
certificate of incorporation to:
1. increase its authorized share capital to 50,000,000 common shares,
$0.001 par value per share;
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2. create a new class of preference shares, $0.001 par value per
share; and
3. change the name of the company to "Intelisys Aviation Systems
U.S.A. Inc." or other suitable name.
Change of Jurisdiction to Florida
After closing, Apta will reincorporate in the state of Florida, or such other
state as the Board of Directors shall determine, with the following authorized
capital:
50,000,000 common shares, $.001 par value
30,000,000 blank check preferred shares, issuable in series
Effect of the Share Exchange
As a result of the share exchange, Convergix will become the operating
subsidiary of the Company (indirectly, held through AcquisitionCo and
Intelisys (Nova Scotia) Company). The Company will have no assets other than
the shares of its direct and indirect subsidiaries. After the completion of
the transaction, the issued and outstanding share capital of the Company will
be as follows:
Number of Common Shares
or Other Shares
Bearing Voting Rights Percentage of Voting
Rights
Current Shareholders of
the Company 3,000,000 10.7%
Shareholders of Convergix 25,000,000 (1) 89.3%
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Total 28,000,000 100%
(1) Voting rights held under the terms of the Exchangeable Shares and the
Voting and Exchange Agency Agreement.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
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(a) Financial Statements of Businesses Acquired.
As of the date of filing this Report on Form 8-K, it is impracticable
for the Registrant to provide the financial statements required by this item
7(a). The financial statements required by this item 7(a), shall be filed by
amendment to this Form 8-K not later than sixty days after the date of this
initial report on Form 8-K.
(b) Pro Forma Financial Information
Pro forma financial information is included in the Information
Statement filed as an exhibit to this Form 8-K.
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(c) Exhibits
10.06 Share Exchange Agreement among Apta Holdings, Inc. , Harry
J. Santoro, Stephen M. Robinson, Convergix Inc., Ralph Eisenschmid in Trust
for Intelisys Acquisition Inc., a company to be incorporated, Ralph
Eisenschmid in Trust for Intelisys (Nova Scotia) Company, an Unlimited
Liability Company to be formed, and Ralph Eisenschmid (on his own behalf and
as attorney and agent for the shareholders of Convergix Inc.); dated November
22, 2002
10.07 Support Agreement between Apta Holdings, Inc., Ralph
Eisenschmid in Trust for Intelisys Acquisition Inc., a company to be
incorporated, and Ralph Eisenschmid in Trust for Intelisys (Nova Scotia)
Company, an Unlimited Liability Company to be formed; dated November 22, 2002
10.08 Asset Sale Consulting Agreement between Harry J. Santoro and
Stephen M. Robinson, and INTELISYS AVIATION SYSTEMS U.S.A. INC. (formerly
"Apta Holdings, Inc."), a corporation incorporated under the laws of the
State of Delaware; dated November 22, 2002
10.09 Voting and Exchange Agency Agreement Apta Holdings, Inc.,
Ralph Eisenschmid in Trust for Intelisys Acquisition Inc., a company to be
incorporated, and CARBONARO SUGAR SZWERAS LLP, a law firm carrying on the
practice of law in the Province of Ontario; dated November 22, 2002
10.10 Principal's Guaranty by Harry J. Santoro and Stephen M.
Robinson to INTELISYS AVIATION SYSTEMS U.S.A. INC. (formerly "Apta Holdings,
Inc."); dated November 22, 2002
99.1 Definitive Information Statement of Apta Holdings, Inc. as
filed with the Securities and Exchange Commission on December 3, 2002.
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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 hereunto duly authorized.
APTA HOLDINGS, INC.
/s/ Harry J. Santoro
DATED: December 4, 2002
By: Harry J. Santoro
President
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