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 28, 2005
CONCENTRAX, INC.
(Exact name of registrant as specified in its charter)
Nevada 000-32459 65-0887846
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2400 Augusta Place, Suite 425
Houston, Texas 77057
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (888) 340-9715
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On June 28, 2005, Robert D. Francis was appointed to the position of Chief
Executive Officer of the Company and Steven H. Grant was appointed to the
positions of Chief Financial Officer and Secretary of the Company. Also on June
28, 2005, Mark Gifford resigned as Chief Executive Office of the Company, Paul
Smith resigned as Chief Financial Officer and Treasurer of the Company, and
Robert Michael Looney resigned as Secretary of the Company. Messrs. Francis and
Grant and Gerry Chastelet are currently director nominees of the Company, all of
whom the Company plans to appoint as directors approximately ten days after the
date the Company transmits to all holders of record of the Company's common
stock information required by Rule 14f-1 under the Securities Exchange Act of
1934, as amended.
Mr. Francis is currently a director and Chairman of the Board of WaveRider
Communications Inc., a public company whose common stock is quoted on the OTC
Bulletin Board. Mr. Francis has been the Managing Partner of Milford
Communications Partners LLC since 1993. Milford Communications Partners is a
technology consulting firm specializing in wireless communications and automatic
vehicle location systems. Mr. Francis also serves on the Board of Pluris
Partners, Inc., the fund manager for the Pluris Opportunity Fund. Since 2003,
Mr. Francis has served on the Board of Calmar Research Corporation and its newly
formed subsidiary, Calmar Telematics, LLC. In 2004 he helped found, is a major
shareholder in and is on the Board of Cirrus Communications Pty. Ltd, Sydney,
Australia, an operator of fixed broadband wireless networks. From June 2002 to
May 2003, Mr. Francis served on the Board of SkyLynx Communications, a public
company whose common stock is quoted on the OTC Bulletin Board. Mr. Francis has
a Bachelor of Arts degree from Hendrix College, Conway, Arkansas
Mr. Grant is currently a director of WaveRider Communications Inc., a
public company whose common stock is quoted on the OTC Bulletin Board. Since
2001, Mr. Grant has been the General Partner in Optima Partners, LLP, a
partnership focused on real estate investment and property management. From 1997
to 2001, Mr. Grant was Executive Vice President, Chief Financial Officer,
Treasurer and Corporate Secretary of Digital Lightwave, Inc., a public company
whose common stock is quoted on the OTC Bulletin Board. Mr. Grant has a masters
in business administration from the University of South Florida and is a former
Certified Public Accountant in Florida and Texas.
Mr. Chastelet retired from active operational activities in the technology
industry in 2002 to manage his personal investments. Mr. Chastelet is currently
a director of WaveRider Communications Inc., a public company whose common stock
is quoted on the OTC Bulletin Board, and a director of Technology Research
Corporation, a public company whose common stock is quoted on the Nasdaq
National Market. From December 1998 to January 2002, Mr. Chastelet was the
President, Chairman and Chief Executive Officer of Digital Lightwave, Inc., a
public company whose common stock is quoted on the OTC Bulletin Board. From
December 1995 to October 1998, Mr. Chastelet served as President and Chief
Executive Officer of Wandel and Goltermann Technologies, Inc., a global supplier
of communication test and measurement equipment. Mr. Chastelet holds a degree in
electronics engineering from Devry Institute of Technology and is a graduate of
the University of Toronto Executive Masters in Business Administration program.
There was no arrangement or understanding between Messrs. Francis, Grant or
Chastelet and any other person pursuant to which they were selected as director
nominees. On June 8, 2005, the Company completed the sale of 10,000,000 shares
of the Company's common stock and cashless warrants to purchase 1,000,000 shares
of the Company's common stock to Pluris Opportunity Fund for aggregate gross
proceeds totaling $250,000. As described above, Mr. Francis serves on the Board
of Pluris Partners, Inc., the fund manager for the Pluris Opportunity Fund. In
addition, Messrs. Francis, Grant, and Chastelet have a minor passive investment
as limited partners in the Pluris Opportunity Fund. Except for the sale of
securities to Pluris Opportunity Fund, there was no transaction involving an
amount exceeding $60,000 during the last two years, or any such proposed
transaction, to which the Company was or is to be a party, in which Messrs.
Francis, Grant or Chastelet had or is to have a direct or indirect material
interest. There are no family relationships between Messrs. Francis, Grant or
Chastelet, and the Company's directors, executive officers or persons nominated
or charged by the Company to become directors or executive officers. The Company
does not currently have any employment agreements in effect for the employment
of Messrs. Francis or Grant.
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.
CONCENTRAX, INC.
Dated: July 5, 2005 By: /s/ Steven H. Grant
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Steven H. Grant
Chief Financial Officer