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): January 22, 2001
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ALTREX INCORPORATED
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(Exact name of registrant as specified in its charter)
NEVADA 000-26183 91-1932068
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
157 SOUTH HOWARD STREET, 6TH FLOOR
SPOKANE, WASHINGTON 99201
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (509) 626-8289
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Item 1. Changes in Control of Registrant.
Effective January 22, 2001; a majority vote by the Board of Directors and
shareholders of Altrex Incorporated ("Altrex") approved (1) the Acquisition
of The Internet CallCentre Pte. Ltd. (("ICALL") a Singapore corporation,
whereby Altrex will issue 6,500,000 shares of its common stock in exchange
for all of the issued and outstanding shares of ICALL. ICALL will then be a
wholly-owned subsidiary of Altrex, (2) a name change from Altrex,
Incorporated to "iCall Systems, Inc.", (3) elected Terence Seah, Ranjeet
Sundher, and Daniel Regidor as the new directors of Altrex, thereby replacing
the two previous directors of Altrex, Christopher George and Monte George,
(4) for a period of two years from the closing date of the Acquisition it
shall require a 100% approval from the shareholders to "roll-back" the number
of issued and outstanding shares, and (5) for a period of one year from the
date of the Acquisition there shall be no SEC registration for sale of the
shares issued to the ICALL shareholders in connection with the Acquisition
iCall Systems, Inc. ("the New Company"), post-Acquisition, will have
11,512,000 common shares issued and outstanding. Beneficial ownership of the
New Company, as of the close of the Acquisition, will be as follows:
#of Shares Percent of
Shareholders Shares Held Shares Held
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Terence Seah (1) 1,174,867 10.2%
Ho Chin Beng (2) 1,057,381 9.2%
Hee Fook Choy, Ronald (3) 626,596 5.4%
Other Officers and Directors (4) 480,996 4.2%
Other iCall Shareholders (5) 3,160,160 27.5%
Approximately 42
Altrex shareholders (6) 5,012,000 43.5%
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TOTAL 11,512,000
(1) Director of the Company, President/CEO of ICALL.
(2) Chairman of the Board of ICALL.
(3) Executive Director of ICALL.
(4) Other Officers and Directors of ICALL, none hold greater than 5.0% of the
outstanding shares.
(5) Other shareholders of ICALL that either bought or earned shares in ICALL.
(6) Approximate number of shareholders both pre and post Acquisition. No one
shareholder is a beneficial owner of more than 5.0% of the stock.
Note: The original officers and directors of Altrex, Christopher George and
Monte George, as of the date of the Acquisition, will own 9,000 and 3,000
shares of the Company.
Item 2. Acquisition or Disposition of Assets.
A majority of the shareholders and the Board of Directors of Altrex voted and
approved of an Acquisition whereby all of the issued and outstanding shares
of ICALL will be acquired by Altrex, and as a result, ICALL will be a 100%
owned subsidiary of Altrex. Consideration for the Acquisition will be all
stock, with no cash involved. The shareholders of Altrex, Inc. also voted and
approved of a name change to iCall Systems, Inc., a change in business
direction (See Item 5 - Other Events), and restrictions on the "roll-back" of
issued and outstanding shares and the filing for re-sale of the shares issued
as part of the Acquisition.
Item 3. Bankruptcy or Receivership.
There has been no bankruptcy, receivership, or similar proceeding by or
against either of the Companies described in this Form 8K.
Item 4. Changes in Registrant's Certifying Accountant.
The New Company has had no disagreements with their accountant, however, they
will not be using the CPA that had been used in the past by Altrex, due to
that firm's small size the related complexities in providing international
audit services to the Singapore-based operations and the consolidation
thereof with the U.S-based parent. The New Company will use the services of
Deloitte Touche, who have been the auditors for ICALL since their inception.
Item 5. Other Events (see SPECIAL NOTE above).
Change of Business Direction
The Company, under the guidance of its new Board of Directors, will initiate
the ICALL business plan, which provides outsourced, online sales support and
customer service functions on behalf of website owners throughout the world.
For more detailed information on the business operations and plans of ICALL,
you are encouraged to review the Proxy materials filed by the Company on
December 1, 2000 by way of its Form DEF14A filed with the SEC. You can find
this, and other related materials, at the SEC's website in the EDGAR archives
at www.sec.gov.
Forward-Looking Statements
There are forward-looking statements in this document, and in the Company's
public documents to which they may refer that are subject to risks and
uncertainties in addition to those set forth below. These forward-looking
statements include information about possible or assumed future results of
the Company's operations. Also, when any of the words "may," "will,"
"believes," "expect," "anticipate," "estimate," "continue," or similar
expressions are used, the Company is making forward-looking statements. Many
possible events or factors, including but not limited to those set forth
herein, could affect future financial results and performance. This could
cause Company results or performance to differ materially from those
expressed in any forward-looking statements. These and other risks are
described in the Company's other publicly filed documents and reports that
are available from the Company and from the SEC.
Item 6. Resignations of Registrant's Directors.
Effective on the close of the Acquisition (January 22, 2001), Christopher
George and Monte George will resign as Officers and Directors in conjunction
with the Acquisition described in Item 1 of this Form 8-K. The resignations
were not a result of disagreement with either of the companies involved.
Upon the resignations of the Messrs. George, the new Directors of the Company
will be:
Name Position
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Terence Seah Chairman of the Board
Ranjeet Sundher Director
Daniel Regidor Director
It is anticipated that the new Board may appoint officers and additional
directors subsequent to the Acquisition date, and as the appropriate
candidates are identified.
A brief description of each of the new Directors is as follows:
Terence Seah Kim Seng
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Terence Seah is a newspaper and technology veteran executive with 25 years of
experience in the newspaper and call center industries, from newspaper
operations to computer management, advertising, marketing, and circulation.
In short, Terence has spent 15 years at the Singapore Press Holdings and 10
years with the Bangkok Post and other Thai media.
Prior to setting up The Internet CallCentre, Mr. Seah served as Managing
Director of a joint venture online business involving new project works on
the internet, fax, and telephone multimedia in the new economy.
From 1996 to 1997, he served as Business Development Manager of Marketing
Solutions (HK), a subsidiary of New Media (HK) Ltd, specializing in
international and domestic premium rate services for the Taiwan, Hong Kong,
Singapore, Thailand, and India markets. Concurrent with that, he managed two
audiotext companies in Singapore.
Prior to that, Mr. Seah served as Vice-Chairman of Thai Press & Print, a Thai
newspaper printing and publishing company. From 1990 to 1996, Mr. Seah served
as Technical Director of the Bangkok Post, Thailand's leading English
newspaper, with a key role in the development of IT, multimedia, and new
media.
From 1976 to 1990, he held various management and technical positions in the
Singapore Press Holdings group of newspapers. He was responsible for the
management and operations of the group's newspaper and production facilities.
Ranjeet Sundher, Director
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Ranjeet Sundher has been Regional Managing Director of PT Bhineka Handal
(Indonesia) and President of Indogold Exploration Services for the past five
years, overseeing and coordinating foreign investment in the South East Asian
region. As a director of a Canadian listed public company, Mr. Sundher
acquired more than 15 years experience within the North American capital
markets covering a wide range of positions. These include direct securities
trading, investor relations, and profile building with public companies, and
capital markets management with both of Canada's largest brokerage firms in
Vancouver. Recently, Mr. Sundher founded Cybersia Inc., which has grown into
the largest Chinese genealogy and family service company in the world.
Daniel Regidor, Director
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Daniel Regidor received his Bachelor of Science in Finance from Ohio State
University in 1986, and has since been on a career path with a focus on
finance, investment management and analysis, and involvement with internet-
related start-up endeavors. He was an analyst with Van Kampen American Foods
and Round Table Franchise Corporation. From there, Daniel was a Fixed Income
Analyst/Trader with Montgomery Asset Management, and then moved on to become
a Fixed Income Portfolio Manager with First Interstate Capital Management.
He then went on to start his own internet-related companies, namely
ReserveNet, Inc. and Ride.Com, Inc. He is currently the CFO and a board
member of MyOwnEmpire, Inc. and is responsible for the management and
administration of the Company's legal and financial affairs.
Item 7. Financial Statements and Exhibits.
As of the date of this 8-K filing, financial information reflecting the
Acquisition as of January 22, 2001 is not yet available. The Company plans to
file an amendment to this 8-K Form reflecting the required financial
information within the 60-day grace period provided by the SEC regulations.
Altrex will be filing its 10-KSB within the next thirty days to reflect its
financial condition as of its calendar year end (12/31/00). Please note that
these statements will be "post-merger' and will reflect only the financial
condition of Altrex.
Please note that management has filed financials for Altrex and ICALL in
conjunction with Form DEF-14A on December 1, 2000, with the SEC. These
records, as well as other documents relating to the Company, can be viewed at
the SEC's web site at www.sec.gov.
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.
Altrex Incorporated
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(Registrant)
Date: January 23, 2001 /s/ Christopher George
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Christopher George, President and
Chairman of the Board