SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report: March 19, 2002
DIGITRAN SYSTEMS, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-11034 72-086167
(State of Incorporation) (Commission File No.) (I.R.S. Tax Id Number)
205 West 8800 South
P.O. Box 91
Paradise, UT 84328-0091
(Address of Principal Executive Offices)(Zip Code)
(435) 757-4408
(Issuer's Telephone Number, Including Area Code)
Item 5. Other Events.
On or about February 5, 2002, Digitran Systems, Incorporated filed with the
Commission a Preliminary Form 14A ("Proxy Statement") by which it notified
shareholders of a Special Meeting of Shareholders to have been held on March
21, 2002 at 3:00 p.m. (EST) at the Holiday Inn located on Route 22 in
Springfield, New Jersey and by which it solicited proxy votes with respect to
matters such as the following actions: (1) Approval of Merger Transaction
with Tradingear.com, Inc.; (2) Approval of a Change in Capitalization and a
Reverse Split of Digitran Systems, Incorporated's stock; (3) Election of new
Directors; and (4) Ratification of the appointment of Samuel Klein, CPAs as
the Company's new independent certified public accountants. These actions had
previously been approved by the Board of Directors of the Company.
On February 20, 2002 the Company filed a Definitive Form 14A with the
Commission in accordance with guidelines concerning the appropriate waiting
period. During the week of February 25, 2002, the Company mailed the Notice
of Special Meeting of Shareholders, Proxy Statement and Proxy Ballot to
shareholders of record.
On or about March 14, 2002, the Company was informed by staff members of the
Commission that the Form 14A was deficient in certain respects, particularly
due to the fact that it included financial statements that were no longer
sufficiently current to be in compliance with Commission rules and guidelines.
By action of its Board of Directors, the Company has withdrawn its Preliminary
and Definitive Form 14A and intends to resubmit them as soon as practicable to
include updated and audited financial statements. At the time of
resubmission, the Company also intends to supply additional information
concerning this proposed merger with Tradingear.com, Inc. in accordance with
suggestions of staff members of the Commission and other interested parties.
Accordingly, the Special Meeting of Shareholders as stated in the Proxy
materials scheduled to be held at 3:00 p.m. on March 21, 2002 at the Holiday
Inn in Springfield, New Jersey will be adjourned pending the submission to the
Commission, shareholders of the Company and other interested parties of a
revised Preliminary and Definitive Form 14A.
Notwithstanding the delay caused by the unforeseen developments described
above, it is the intention of the Company to work diligently to consummate the
proposed merger Transaction with Tradingear.com, Inc. as well as implement the
other matters which were the subject of the now withdrawn Proxy Statement and
solicit Proxy votes with respect to the actions described in the withdrawn
Preliminary and Definitive Form 14A.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIGITRAN SYSTEMS, INCORPORATED
Date: March 19, 2002 /s/ Scott Lybbert
----------------------------------
Scott Lybbert, Corporate Secretary