SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 5, 2001
RELIABLE POWER SYSTEMS, INC.,
Formerly known as Dencor Energy Cost Controls, Inc.
(Exact name of registrant as specified in charter)
COLORADO 0-9255 84-0658020
(State or other jurisdiction (Commission File (IRS Employer
of incorporation or organization) Number) Identification No.)
399 Perry Street, Suite 300
CASTLE ROCK, COLORADO 80104
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (720) 733-8970
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Item 1.Changes in Control of Registrant.
On October 5, 2001 the Company's former Chairman, Thomas J. Wiens and his
affiliated entities, transferred a total of 8,787,000 shares of common stock
that he owned and controlled. A total of 2,000,000 shares were transferred to
the Company's new Chairman, John R. Walter. A total of 2,000,000 shares were
transferred to Joseph D. Livingston, the Company's Vice-Chairman and Chief
Executive Officer. A total of 2,000,000 shares were transferred to David H.
Hoffmann, a newly elected director of the Company. Mr. Wiens and his affiliated
entities also surrendered 2,787,000 shares to the Company, which were cancelled
and returned to authorized and unissued status. There was no cash consideration
involved with any of the above stock transactions.
After the above stock transactions Mr. Walter controls 25.1% of the voting
common stock of the Company. Mr. Livingston controls 25.1% of the voting common
stock of the Company. Mr. Hoffman controls 26.8% of the voting common stock of
the Company.
Mr. Wiens through his affiliated entities controls 15.2%, or 1,213,000 shares of
common stock of the Company.
Mr. Walter, Mr. Livingston and Mr. Hoffmann have taken steps to assist the
Company in capital fundraising activities, as well as, exploring new business
opportunities for the Company.
Item 2. Acquisition or Disposition of Assets.
Not Applicable
Item 3. Bankruptcy or Receivership.
Not Applicable
Item 4. Changes in Registrant's Certifying Accountant.
Not Applicable
Item 5. Other Events
Not Applicable
Item 6. Resignation of Registrant's Directors.
Not Applicable
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibit 10.1 Amended and Restated Letter Agreement dated October 5, 2001 by and
among the Company, Thomas J. Wiens and affiliated companies, John R. Walter,
Joseph D. Livingston and David H. Hoffmann.
Item 8. Change in Fiscal Year.
Not Applicable
Item 9. Sales of Equity Securities Pursuant to Regulation S.
Not Applicable
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
October 26, 2001 /s/ Jerry A. Mitchell
---------------------
(Signature)
Jerry A. Mitchell
Vice President of Finance and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Amended and Restated Letter Agreement dated October 5, 2001 by
and among the Company, Thomas J. Wiens and affiliated companies,
John R. Walter, Joseph D. Livingston and David H. Hoffmann.