SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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) May 24, 2001
INTERNET CABLE CORPORATION
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(Exact name of registrant as specified in its charter)
NEVADA 000-26011 87-0540291
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
1463 DUNWOODY DRIVE
WEST CHESTER, PENNSYLVANIA 19380
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(Address of principal executive offices, including zip code)
(610) 647-0400
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(Registrant's telephone number, including area code)
ITEM 5. OTHER EVENTS
1. At a special meeting of the Board of Directors of Internet Cable
Corporation (the "Company") held May 24, 2001, the incumbent board
increased the permissible number of board members and elected four
additional directors to fill vacancies created by the increase . The
election was pursuant to a Memorandum of Understanding dated May 24, 2001
and negotiated between Hovey Aiken III, for himself as a stockholder of the
Company, and Michael F. Mulholland, Company chairman and president, William
F. Walsh and Robert F. Bronner, both Company officers. Pursuant to the
Memorandum, the incumbent board resigned, which action left the newly
elected directors and the sole members of the board. At a meeting of the
newly elected directors convened later on May 24, two more persons were
elected as directors to fill vacancies. As a result of these actions, the
Company's board of directors now consists of the following persons
(collectively referred to as the "New Directors"):
BLAINE BURNIE, age 47, brings to the Company an extensive corporate
background in Senior Management and Customer Service. His history of successes
includes start up ventures, to being an essential part of senior management for
large corporations. Past accomplishments include the creation of "One Stop
Shopping" program for a large waste company, resulting in increased revenues of
over twenty million dollars across North America. Mr. Burnie is the President of
Cable Systems Technical Services, Inc., the Company's principal subsidiary, and
has been an integral part of the success and instrumental in the growth of the
Company's US and Canadian business. His strong business relationships with
contacts in the broadband industry have been key to the success and
profitability of the Company. Mr. Burnie has developed a strong management team
and technical staff to meet the needs of our customers.
J. Robert Jones, age 47, has been employed by the Company since 1999, but
under Mr. Mulholland's management had not had any assigned duties. Mr. Jones
brings sales and marketing, company startup, Zenith certification, and technical
and cable-modem experience to the Company. As Vice President of
Marketing/Technology at King Communications, Mr. Jones pioneered the first
generation of cable modems to King, North Carolina. Mr. Jones has eighteen years
experience in negotiating multi-million dollar sales contracts for numerous
companies such as Pan American Continental and Transworld Airlines. Mr. Jones
has founded two successful companies, one of which, Micro Tech, implemented
Internet service for many of the Caribbean Islands. Mr. Jones attended Central
Piedmont College in Charlotte, North Carolina and the College of Marin County in
Marin County, California.
TIMOTHY R. KARNES, age 43, is the founder of Internet Cable Corporation and
served as the Chairman of the Board and the Company's President from 1997 until
2000. He currently holds the title of President of Internet Services but has no
duties. Prior to Mr. Mulholland taking the position of chief executive officer,
Mr. Karnes' responsibilities at the Company included the execution of private
placements, mergers and acquisitions, increasing shareholder value and day-
to-day operations of a public company. In 1994, Mr. Karnes co-founded Sims
Internet, a pioneer in the Internet service provider industry. Mr. Karnes is
certified by Zenith Electronics corporation in cable modem technologies. Prior
to 1994 Mr. Karnes founded and was President of Palmetto Research Opportunities,
Inc., an employment research firm. In 1988 Mr. Karnes was the founder and
publisher of Auction Guide Magazine. In 1991, Mr. Karnes founded a nonprofit
organization, Operation Desert News, Inc. Mr. Karnes attended Ecole de Monte
Rosa in Lausanne, Switzerland, the College of Charleston and Wake Forest
University.
JOSEPH M. MELANSON, age 44, is the founder in 1995 of Cable Systems
Technical Services Inc., a constituent of the Company's current business, and
served as its CEO, president and Chairman. Under his management, Cable Systems
Technical Services grew to be one of the largest and most respected technical
engineering services company in North America with an annual sales volume of $10
million and offices in Toronto, Kitchener and London in Canada and Richmond,
Virginia, Chicago, Illinois and Jacksonville, Florida and a U.S. subsidiary. He
served as a director and officer of the Company from January 2000, when the
Cable Systems Technical Services was acquired by the Company until February
2001. See the "Issues" above for explanations regarding his departure from the
Company's management. He has been successful in the Broadband Communications
business since 1979 in the capacity of Senior management, officer, director and
stockholder in both private and public companies. He is a sustaining member of
the SCTE, Society of Telecommunications Engineers and has been a guest speaker
at numerous industry conventions and events, a published writer of articles,
technical white papers, and business plans for fortune 1000 companies and
industry publications. Mr. Melanson has attended the University of British
Columbia, McMaster University and continuing education business courses from
Harvard.
ROBERT A. MODANSKY, age 46, began his professional career in 1976 with
Arthur Andersen, SC in Washington, D.C. and New York, specializing in the
"Emerging Business Group." After leaving Arthur Andersen in 1979, Mr. Modansky
spent the following eight years as the Chief Financial Officer of a $100 million
wholesale distribution company. Mr. Modansky joined the firm of Strauss & Comas,
PC in 1991, and was made a partner in 1994. Mr. Modansky has actively developed
the firm's insolvency practice and the firm is currently involved in cases
representing debtor's, creditor's committee and the trustee in bankruptcy. Mr.
Modansky has been a speaker at the Long Island University Center for Accounting
and Tax Education Conference on "Financially Troubled Business and Insolvency"
and will be a speaker at the 2001 New York State Society of Certified Public
Accountants annual Bankruptcy and Reorganization Conference. Mr. Modansky is
actively involved with his firm's public client strategic and tax planning and
filing compliance. Mr. Modansky is a member of the American Institute of
Certified Public Accountants and the New York State Society of Certified Public
Accountants. He earned a B.S. degree in Business Administration from The
American University, Washington, D.C. in 1976. He was admitted to public
accounting practice in Virginia in 1978 and in New York in 1979.
ANDREW SCHECTER, age 40, is an accomplished and results-oriented senior
level information technology and management professional with a demonstrated
track record of success in applying technology to improve business performance
for small/mid-size corporations. His background encompasses the introduction and
management of effective hardware, software and work process procedures to
maximize system efficiency and reduce operating costs. He is experienced in the
development of business plans and the procurement of investment capital. From
October 2000 to the present, Mr. Schecter has been engaged in a private
consulting practice focusing on the management and operations of companies in
the Internet, e-business, broadband and telecommunications industries. He is a
specialist in creation of infrastructure, operations systems, corporate culture
and information technology facilitation, particularly in turnaround situations.
From April 1996 to October 2000, he was employed by JMJ Connections, Ltd. of
Clifton, New Jersey as Vice President/Chief Operating Officer for computer
network integration and Internet services company, providing network, software,
Internet and e-commerce solutions to small/mid-sized corporations. Mr. Schecter
earned a Bachelor of Arts degree in History for the University of Rochester,
Rochester, New York in 1982.
2. The Company has received no information from any resigning directors that
their resignations were the result of a disagreement with the Company on
any matter relating to its operations, policies or practices.
3. The Company is in the process of closing its executive offices located in
Westchester, Pennsylvania and is relocating its executive offices to the
offices of its principal subsidiary, Cable Systems Technical Services,
Inc., at 195 Riviera Drive, Markham, Ontario, Canada.
4. In a related matter, Mr. Melanson has withdrawn his objections to the
Company's treatment of certain accounting matters in its financial
statements for fiscal 1999 and 2000. As the Company's chairman and chief
executive officer, Mr. Melanson is now in a position to make an appropriate
investigation and to work with the Company's independent auditors to
resolve such matters.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) The following exhibits are furnished in accordance with the provisions of
Item 601 of regulation S-K:
99.1 Memorandum of Understanding dated May 24, 2001.
SIGNATURE
Pursuant to the requirement 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.
INTERNET CABLE CORPORATION
By: /s/ Joseph M. Melanson
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Joseph Melanson
President and CEO
Dated: May 30, 2001