SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
DATE OF EARLIEST REPORTED EVENT - JUNE 18, 1999
TELEMETRIX INC.
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(Exact name of Registrant as specified in its charter)
Delaware 0-14724 59-3453156
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
c/o Michael L. Glaser, corporate Secretary
633 17th Street, Suite 2700
Denver, Colorado 80202
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(Address of Registrant's principal executive offices)
(303) 383-7610
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(Registrant's telephone number, including area code)
ITEM 4. Changes in the Registrant's Certifying Accountant.
Item 4 of Registrant's Current Report dated May 17, 1999, stated that BDO
Seidman, LLP, was Registrant's continuing accountant. However, BDO Seidman, LLP
never entered into an agreement with the Registrant, but instead entered into an
agreement with one of the Registrant's subsidiaries. Consequently, BDO Seidman,
LLP has neither consented nor commenced to serve as Registrant's independent
auditors.
ITEM 5. OTHER EVENTS
Item 1 of Registrant's Current Report dated April 14, 1999, described a
business combination ("Combination") that resulted in a change of control of
Registrant. On April 5, 1999, Registrant completed the share exchange to acquire
Telemetrix Resource Group, Inc.; however, the share exchange to acquire WTC
(i.e., Tracy Corporation II d/b/a Western Total Communications) is conditioned
on the Federal Communications Commission ("FCC") consenting ("Consent") to the
transfer of control of WTC, which holds radio frequency licenses.
All necessary applications were filed with the FCC in March-April 1999 and
the 30-day statutory public notice periods expired without comments or
objections. The applications await action by the FCC, which Registrant believes
is the final stage of the application approval process. Since the Registrant
satisfies the FCC's specific criteria for control of radio frequency licenses,
Registrant anticipates that the FCC will approve the applications. Registrant
expects that the FCC's Consent will be issued within a reasonable time after
June 30, 1999. Registrant plans to complete its acquisition of WTC shortly after
receiving the required FCC consent.
The Registrant relocated its principal executive office to Denver, Colorado
at the address listed on the cover page of this Report
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
(i) TRG Financial Statements. TRG has prepared financial statements
for the periods specified in Item 310(c) of Regulation S-B;
however, those financial statements have not yet been audited by
an independent accountant since TRG and Registrant have not yet
engaged an independent accountant (see Item 4, above). After
Registrant and TRG engage an independent accountant, the
financial statements will be audited and then filed with the
Commission.
(ii) WTC Financial Statements. Registrant has received WTC's audited
financial statements for the periods specified in Item 310(c) of
Regulation S-B. After Registrant completes its acquisition of WTC
(as described in Item 5, above), it will file those audited
financial statements.
(b) Pro Forma Financial Statements.
Since TRG's audited financial statements are not yet available,
Registrant has not prepared pro forma financial information concerning
the Combination. When Registrant receives audited financial statements
for TRG, Registrant will prepare and file the pro forma financial
information required by Article 11 of Regulation S-X.
(c) Exhibits. None.
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, thereunto duly authorized.
TELEMETRIX INC., a Delaware corporation
(formerly known as Arnox Corporation)
June 18, 1999 By: /s/ MICHAEL L. GLASER
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Michael L. Glaser, Secretary