SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20509
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
May 18, 1999
Date of Report
(Date of Earliest Event Reported)
CENTRAXX, INC.
(Exact Name of Registrant as Specified in its Charter)
Nevada 33-3358-NY 88-0224219
(State or other juris- (Commission File No.) (IRS Employer
diction of incorporation) I.D. No.)
2700 Argentia Road, Suite #1000
Mississauga, Ontario Canada L5N 5V4
(Address of Principal Executive Offices)
(905) 826-9988
Registrant's Telephone Number
Composite Design, Inc.
9005 Cobble Canyon Lane
Sandy, Utah 84093
(Former Address of Principal Executive Offices)
Item 1. Changes in Control of Registrant.
(a) On May 18, 1999, the Registrant, Centraxx Corp., a corporation
organized under the laws of the Province of Ontario, Canada ("Centraxx
Ontario"), and the stockholders of Centraxx Ontario (the "Centraxx Ontario
Stockholders"), executed a Share Sell Agreement (the "Centraxx Ontario
Agreement"), whereby the Registrant acquired 100% of the outstanding
securities of Centraxx Ontario, and Centraxx Ontario became a wholly-owned
subsidiary of the Registrant.
The transaction contemplated by the Centraxx Ontario Agreement closed on
May 18, 1999, constituted a "reverse" acquisition, and for accounting purposes
was treated as a purchase (the "Centraxx Transaction").
The Centraxx Ontario Agreement was adopted, ratified and approved by the
Board of Directors of the Registrant by unanimous written consent in
accordance with its Bylaws and the Nevada Revised Statutes.
The former principal stockholders of the Registrant and their percentage
of ownership of the outstanding voting securities of the Registrant prior to
the closing of the Centraxx Transaction were: David C. Merrell, President and
Director, owned 800,000 pre-split shares of the Registrant's common stock
(79.5%); Corie Merrell, Secretary/Treasurer and Director (and wife of David C.
Merrell), owned 50,000 pre-split shares of the Registrant's common stock
(4.6%).
The number of issued and outstanding shares of the Registrant,
immediately preceding the closing of the Centraxx Transaction was 1,069,020.
In connection with the Centraxx Ontario Agreement, the capital stock of the
Registrant was the subject of a forward split on a basis of 2.5-for-one,
resulting in 2,672,550 shares of the Registrant then being issued and
outstanding immediately prior to the closing of the transaction contemplated
by the Centraxx Transaction. The Registrant issued 15,234,415 restricted
shares of common stock (on a post-split basis) in exchange for all of the
outstanding securities of Centraxx Ontario, resulting in an aggregate of
17,906,965 outstanding shares.
The source of the consideration used by the Centraxx Ontario
Stockholders to acquire their respective interests in the Registrant was the
exchange of 100% of the outstanding common stock of Centraxx Ontario.
The basis of the "control" by the Centraxx Ontario Stockholders is stock
ownership or positions held. Pursuant to the Centraxx Ontario Agreement, at
or about the closing of the Centraxx Transaction, the then current members of
the Board of Directors and executive officers of the Registrant resigned, in
seriatim, and the persons named in paragraph (b) below were designated to
serve as directors and executive officers of the Registrant, until the next
respective annual meetings of the stockholders and directors of the Registrant
or until their prior resignations or terminations.
(b) To the knowledge of management and based upon a review of the
stock ledger maintained by the Registrant's transfer agent and registrar, the
following table sets forth the beneficial ownership of persons who own more
than five percent of the Registrant's common stock as of the date hereof, and
the share holdings of the post-Centraxx Transaction directors and executive
officers.
Name Shares Owned %
Heartland Trust 3,000,000 16.75%
Champion Business Services, Inc. 2,200,000 12.29%
Frankopan & Co., Inc. 1,995,212(1)(3)(4) 11.14%
Worldwide Consulting Services, Inc. 2,200,000 12.29%
Paltrac International Corporation 2,000,000(2) 11.17%
Michael Ivezic 20,000(4) .1117%
Stewart Somers 20,000(4)(5) .1117%
David Pamenter -0- -0-
Brian De Champlain 93,000(2)(4)(6) .5193%
Frank Gerlach 130,800(2)(4)(7) .7304%
Michael St. Eve 11,650(4)(8) .0650%
Tony Monga -0- -0-
Diane Wigley -0- -0-
Officers and Directors
as a group (8 persons)
(1) Is controlled by Michael Ivezic.
(2) 100,000 shares are held in the name of Paltrac International
Corporation. Brian De Champlain and Frank Gerlach each own 50% of
Paltrac International Corporation; Paltrac International
Corporation has 1,900,000 shares held in trust of which Appollo
Systems Ltd owns 950,000 shares and High Tech Systems Limited, LTD
owns 950,000.
(3) 15,000 shares are held in the name of Frankopan & Co., Inc. which is
controlled by Michael Ivezic and "affiliate"; 175,450 shares are
held by "affiliates" see note (4); and 1,804,762 shares are held
in trust for other non-affiliates.
(4) Held in trust by Frankopan for these "affiliates."
(5) Does not include 66,667 shares that may be acquired pursuant to
vested options. See Schedule A to the Share Exchange Agreement.
Additional options have been vested since the completion of the
Plan.
(6) Does not include 95,205 shares that may be acquired pursuant to
vested options. See Schedule A to the Share Exchange Agreement.
Additional options have been vested since the completion of the
Plan. Does include the 50,000 shares from note (2) above.
(7) Does not include 95,205 shares that may be acquired pursuant to
vested options. See Schedule A to the Share Exchange Agreement.
Additional options have been vested since the completion of the
Plan. Does include the 50,000 shares from note (2) above.
(8) Does not include 44,521 shares that may be acquired pursuant to
vested options. See Schedule A to the Share Exchange Agreement.
Item 2. Acquisition or Disposition of Assets.
See Item 1 of this Report. The consideration exchanged under the
Centraxx Ontario Agreement was negotiated at "arms length" between the
stockholders and directors of the Registrant and Centraxx Ontario and the
Centraxx Ontario Stockholders. The members of the Board of Directors of the
Registrant examined criteria used in similar proposals involving the
Registrant in the past, including the relative value of the assets of the
Registrant; its present and past business operations; the possible future
potential of Centraxx Ontario; and the potential benefit to the stockholders
of the Registrant. The members of the Board of Directors determined in good
faith that the consideration for the exchange was fair and reasonable, under
these circumstances.
No director, executive officer or person who may be deemed to be an
"affiliate" of the Registrant had any direct or indirect interest in Centraxx
Ontario prior to the closing of the Centraxx Transaction.
DESCRIPTION OF THE BUSINESS
Centraxx
Centraxx is a company that is developing high-speed, two-way wireless data
communications, with a specialization in location technologies. The Company
is the first in the industry to have developed a low cost, tracking, locating
and monitoring system utilizing revolutionary UNI-POINT (TM) technology with
numerous network-based and stand-alone applications. The UNI-POINT technology
is proprietary and United States and Spain patents are pending. There can be
no assurances that any patents will issue or that, if issued, that the
Registrant will have sufficient resources to protect its intellectual property
rights.
The Centraxx System utilizes radio frequency in a unique configuration of
voice, data and radar communication to track, locate, contain or monitor
vehicles, cargo, and equipment. The hardware consists of a receiver or Base
Station and an Electronic Location Tag ("Tag"). The object to be secured is
tagged and the Base Station monitors the relative position of the Tag. A
network of Base Stations enables the Centraxx System to monitor the location
of the tagged object over the network coverage area. This process occurs on a
real-time basis utilizing UNI-POINT tracking. UNI-POINT or single-point
tracking represents a breakthrough in the industry as it is more reliable and
substantially more cost effective than alternative conventional triangulation
systems such as Global Positioning Satellite Systems. Market research
indicates that the Centraxx product is significantly less expensive than its
nearest competitor in the industry while offering a more reliable and accurate
system.
Although management believes that there may be numerous potential applications
for Centraxx's technology, Centraxx intends initially to focus its efforts on
the stolen vehicle tracking and recovery industry by introducing a more
accurate, reliable and affordable product utilizing the UNI-POINT technology.
The Company is currently in advanced negotiations with certain major insurance
companies to form for this market. There can be no assurances that any
agreements will obtain or that if they obtain that they will provide material
financial benefit to the Registrant. This first application will be
introduced initially in the Southern Ontario market and then expanded into
Southern California and South Florida.
Properties
The Company's research and development group is housed in an 18,000 square
feet facility; 4,000 square feet are offices, 5,000 square feet is air-
conditioned lab space and 9,000 square feet is warehouse.
The lease ends in August 1999, and Centraxx currently expects that it will
move to a new 40,000 square feet facility that would accommodate
administration, sales, marketing, research and development and some
manufacturing/assembly space, as well as warehousing.
Centraxx also leases sales offices in Irvine California.
DIRECTORS, OFFICERS AND SIGNIFICANT EMPLOYEES
The following individuals are the directors, nominees to become
directors, executive officers and significant employees of the Registrant.
Name Title/Position Age
Brian J. DeChamplain Executive Vice President, Chief
Technology Officer, Director 44
Frank Gerlach Vice President, Chief Engineer and
Director 39
Michael Ivezic Acting President, Director 39
Tony Monga Director 41
David Pamenter Secretary 51
Stewart Somers Executive Vice President and 57
Chief Financial Officer
Michael St. Eve Vice President Sales 47
Diane Wigley Director 55
RESUMES
Brian J. De Champlain, Executive Vice President, Chief Technology Officer,
Director. Mr. De Champlain, a co-founder of Centraxx, brings 16 years
entrepreneurial management and RF electronic design experience in the
communications, cable, TV, broadcast and consumer product industries. From
1996 to 1997, Mr. De Champlain was President of Paltrac International
Corporation. Prior to 1996, Mr. De Champlain was President of Conquest Design
Ltd.
Frank Gerlach, Vice President, Chief Engineer and Director. Mr. Gerlach, a
co-founder of Centraxx. Between 1986 and 1996, Mr. Gerlach was employed by
Spar Aerospace as a Senior Project Engineer responsible for projects including
the redesign of the Canada Arm and integration of a fiber optic based naval
communications systems. From 1996 to 1997 Mr. Gerlach was Vice President of
Paltrac International Corporation.
Michael Ivezic, Acting President, director. From 1997 to present Mr. Ivezic
has been the Managing Director of Frankopan & Co, Inc. Between 1994 and 1997
he was President and CEO of Luminart Inc. Mr. Ivezic is providing overall
direction to Centraxx during its startup and development phase. Mr. Ivezic
has 15 years experience in managing the startup and growth phases of several
companies. He has extensive expertise in identifying high potential business
opportunities and raising the necessary working capital for these ventures.
Tony Monga, Director. From 1994 to present Mr. Monga, as Managing Director
has been directing the operations of MVS Mode Inc., a company engaged in
international trade liaison and consulting. Mr. Monga brings 20 years of
experience as a management and financial consultant for several large
international companies dealing and negotiating with international joint
ventures, government corporation or state authorities in different cultural
environments. His expertise will be vital as Centraxx crosses political
borders and establishes itself as global power.
David Pamenter, Secretary. Mr. Pamenter, a lawyer, has been a partner with
Gowling, Strathy & Henderson from 1997 to present. Prior to this, he was a
partner with Lang, Michener.
Stewart Somers, Executive Vice President and Chief Financial Officer. Mr.
Somers joined Centraxx in October, 1998. Prior to joining Centraxx, Mr.
Somers was President of S. D. Somers & Associates, Inc., a financial and
marketing consulting firm in business from 1976. Mr. Somers still holds this
position with S. D Somers & Associates, Inc. Between 1995 to 1996, Mr. Somers
was Vice President and CFO of Zenon Environmental Inc. From 1996 to 1997 he
was employed as Vice President and CFO of American Sensors Inc.
Michael St. Eve, Vice President. Mr. St. Eve brings 26 years of experience in
the radio communications industry. From 1995 to 1997 Mr. St. Eve was
President of Midland International Corp. and there after was an independent
consultant until he joined Centraxx in August 1998. Between 1990 and 1996 he
was Executive Vice President of Simmonds Capital Limited. His substantial
expertise in the management of the sales and distribution process for various
wireless products will ensure effective penetration of the Centraxx product in
the market place.
Diane Wigley, Director. Ms. Wigley has been a principal and Secretary
Treasurer of Consolidated Insurance Brokers Limited since 1970. She was
President of the Insurance Brokers of Metropolitan Toronto in 1992 and was the
first female President, in 1996, of the Insurance Brokers Association of
Ontario.
Item 3. Bankruptcy or Receivership.
None; not applicable.
Item 4. Changes in Registrant's Certifying Accountant.
None; not applicable.
Item 5. Other Events.
On May 18, 1999, the Registrant filed a Certificate of Amendment to
its Articles of Incorporation changing its name to "Centraxx, Inc."
Item 6. Resignations of Registrant's Directors.
See Item 1.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Audited financial statements of Centraxx Ontario are currently being
prepared, and will be filed with the Securities and Exchange
Commission as an amendment to this Report on or about August 1,
1999, which is 75 days after the completion of the Centraxx Ontario
Agreement on May 18, 1999.
(b) Pro Forma Financial Information.
Pro Forma financial statements, taking into account the completion
of the Centraxx Ontario Agreement, are being prepared and will be
filed on or before August 1, 1999, which is 75 days after the
completion of the Centraxx Ontario Agreement on May 18, 1999.
(c) Exhibits.
3.1 Certificate of Amendment to the Articles of
Incorporation of the Registrant filed with the
Secretary of State of Nevada on May 18, 1999.
3.2 New By-laws.
10 Share Exchange Agreement between the Registrant,
Centraxx Ontario and the Centraxx Ontario Stockholders
dated May 18, 1999.
Exhibit A-List of Centraxx Ontario Awarded
Options.
Exhibit B-The Registrant's financials
statements for the year ended December 31,
1998.*
Exhibit C-Centraxx Ontario's unaudited
Balance Sheet (Canadian Dollars)for the
years ended December 31, 1998 and 1997, the
period ended March 31, 1999.
99 Press Release dated May 25, 1999.
* Incorporated by reference from the Registrant's 10-KSB
Annual Report for the year ended December 31, 1999.
Item 8. Change in Fiscal Year.
None; not applicable.
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.
CENTRAXX, INC.
Date: 6/17/99 By:/s/Mike Ivezic
--------- --------------------------------------
Mike Ivezic
Acting President, Director