UNITED STATES
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 (Date of earliest event reported): June 27, 2003
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RTIN HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Texas
(State of Other Jurisdiction of Incorporation)
001-13559 75-2968064
(Commission File Number) (IRS Employer Identification No.)
911 N.W. Loop 281
Suite 408 75602
Longview, Texas (Zip Code)
(Address of Principal Executive Offices)
(903) 295-6800
(Registrant's Telephone Number, Including Area Code)
3218 Page Rd.
Longview, Texas 75605
(Former Name or Former Address, if Changed since Last Report)
Item 1. Changes in Control of Registrant
The transactions described in response to Item 2 may have resulted in a
change in control of RTIN Holdings, Inc. (the "Company" or "RTIN"). As an
aggregate result of such transactions the following persons or entities acquired
(or may have the right to acquire upon the exercise of warrants) the number of
shares of common stock set forth opposite their names:
Laurence I. Solow 2,295,000 shares
Barron Partners LP 2,590,780 shares
Item 2. Acquisition or Disposition of Assets.
On June 30, 2003, RTIN Holdings, Inc. (the "Company" or "RTIN")
announced that it acquired all of the outstanding shares of Medex Systems, Inc.
and Pegasus Pharmacy, Inc. from its sole shareholder, Laurence I. Solow for
aggregate consideration of $1,256,000 in cash and 1,250,000 shares of the common
stock of the Company. RTIN also issued 1,045,000 in satisfaction of $2,090,000
debt owed by Seller to various third parties. In addition, RTIN indemnified Mr.
Solow from approximately $1,000,000 in additional liabilities of the seller and
acknowledged approximately $3,000,000 in additional liabilities owed by MedEx
Systems, Inc. and Pegasus Pharmacy, Inc.
Medex Systems, Inc. is engaged in the development and licensing of
software and hardware for the secure wireless transmission of prescription
medication script, access to medical databases and other medical applications.
Its assets include exclusive rights to the use of such software for these
applications in certain major cities. Pegasus Pharmacies, Inc. is in the
business of operating pharmacies to which prescription script is transmitted
using the software and hardware developed by Medex and operates pharmacies in
New Orleans, Baton Rouge and Covington, Louisiana. All of the assets of both
Medex and Pegasus will continue to be used for the same purposes after the
acquisition until conversion to the proprietary systems of the Company.
The cash portion of the purchase price was provided by the private
placement of 100,000 units, each consisting of 8 shares of the Company's common
stock, 5 Series A Warrants to purchase shares of the Company's common stock for
$1.50 per share, 5 Series B Warrants to purchase shares of the Company's common
stock for $1.50 per share and 25 Series C Warrants to purchase shares of the
Company's common stock for $1.50 per share. The Series A, B and C Warrants do
not become exercisable unless the Company fails to meet certain performance
milestones. All of the Units were purchased for $21 per unit by ten separate
accredited parties.
Item 5. Other Events.
On June 30, 2003, RTIN settled all outstanding claims between the
Company, Southridge Capital Management LLC, Sovereign Partners Limited
Partnership, Dominion Capital Fund Limited, Stephen Hicks, and related parties.
In addition, also on June 30, 2003, the Company approved the transfer
of certain securities by Sovereign Partners Limited Partnership and Dominion
Capital Fund Limited to Barron Partners LP and the conversion of such securities
to shares of its common stock in a transaction exempt from registration under
Section 3(a)(9) of the Securities Act.
Item 7. Exhibits.
Financial Statements for Medex Systems, Inc. and Pegasus Pharmacies,
Inc. and pro forma financial statements, if required, will be provided by
amendment to this Current Report on Form 8-K within 60 days.
The following documents are filed as exhibits to this Current Report on
Form 8-K:
2.1 Stock Purchase Agreement dated June 27, 2003 between RTIN
Holdings, Inc., and Laurence I. Solow relating to the purchase
and sale of all of the outstanding stock of Medex Systems,
Inc. and Pegasus Pharmacies, Inc.
4.1 Conversion Commitment Agreement dated June 30, 2003, among
RTIN Holdings, Inc., Sovereign Partners Limited Partnership,
Dominion Capital Fund Limited and Barron Partners LP.
4.2 Subscription Agreement dated June 30, 2003 among RTIN
Holdings, Inc. and Barron Partners LP.
4.3 Form of Series A Warrant
4.4 Form of Series B Warrant
4.5 Form of Series C Warrant
99.l Press release by RTIN Holdings, Inc. dated June 30, 2003
announcing the settlement of litigation.
99.2 Press release by RTIN Holdings, Inc. dated June 30, 2003
announcing the completion of a private placement and
conversion of outstanding securities.
99.3 Press release of RTIN Holdings, Inc. dated June 30, 2003
announcing the acquisition of Medex Systems, Inc. and Pegasus
Pharmacies, Inc.
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 hereto duly authorized.
RTIN HOLDINGS, INC.
Date: July 7, 2003 By: /s/ Curtis A. Swanson
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Curtis A. Swanson, President
EXHIBIT INDEX
2.1 Stock Purchase Agreement dated June 27, 2003 between RTIN
Holdings, Inc., and Laurence I. Solow relating to the purchase
and sale of all of the outstanding stock of Medex Systems,
Inc. and Pegasus Pharmacies, Inc.
4.1 Conversion Commitment Agreement dated June 30, 2003, among
RTIN Holdings, Inc., Sovereign Partners Limited Partnership,
Dominion Capital Fund Limited and Barron Partners LP.
4.2 Subscription Agreement dated June 30, 2003 among RTIN
Holdings, Inc. and Barron Partners LP.
4.3 Form of Series A Warrant.
4.4 Form of Series B Warrant.
4.5 Form of Series C Warrant.
99.l Press release by RTIN Holdings, Inc. dated June 30, 2003
announcing the settlement of litigation.
99.2 Press release by RTIN Holdings, Inc. dated June 30, 2003
announcing the completion of a private placement and
conversion of outstanding securities.
99.3 Press release of RTIN Holdings, Inc. dated June 30, 2003
announcing the acquisition of Medex Systems, Inc. and Pegasus
Pharmacies, Inc.