U.S. 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): September 24, 2004
W-J INTERNATIONAL, LTD.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 0-17345 41-1578316
(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
23 Washburne Avenue, Paynesville, Minnesota 56362
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (320) 243-3555, ext. 12
Former Name or Former Address, if Changed Since Last Report)
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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 24, 2004, the Registrant entered into an Agreement
and Plan of Merger with InZon Corporation, a Delaware corporation, and
all of InZon's holders of common shares. Under this agreement, InZon
will be merged into the Registrant, with the Registrant being the
surviving corporation. This agreement was approved by the Boards of
Directors of both companies, and has been approved by a majority of
the common shareholders of each of the companies (in the case of the
Registrant, consisting of Edward Webb, the president, who holds a
majority in interest). An Information Statement will be filed with
the Securities and Exchange Commission and mailed out to all
shareholders of record other than Mr. Webb; this document will also
set forth the dissenters' rights under Nevada law in connection with
this transaction. Subsequently, Articles of Merger will be filed with
the Nevada Secretary of State, which will close this transaction.
This merger is intended to be a reverse merger for accounting purposes.
InZon is currently developing a consumer voice-over-internet-
protocol (VoIP) phone, the "inZon Z-8008", to the Asian marketplace.
This company has achieved favorable results in the test launch of its
new session initiation protocol (SIP) based VoIP service in the Asian
market, and has an exclusive agreement to provide private-labeled VoIP
services to a major multimedia Asian cable operator with a high speed
cable network reaching millions of homes.
Upon the closing of this merger, the current officers of the
Registrant will resign and, after additional directors are appointed
to the Board of Directors, the existing board members will then resign.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Financial Statements.
The Registrant has determined that this acquisition must comply
with Rule 3.05 of Regulation S-X, and therefore financial statements
will be furnished for at least the two most recent fiscal years and
any interim periods. It is impracticable to provide the required
financial statements for this acquired business at the time this Form
8-K is filed; these will be filed as an amendment to this filing not
later than 60 days after the filing of this report. Pro forma
financial information will also be furnished in connection with this
acquisition pursuant to Article 11 of Regulation S-X.
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant
to Item 601 of Regulation S-B.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) 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.
W-J International, Ltd.
Dated: September 30, 2004 By: /s/ Edward H. Webb
Edward H. Webb, President
EXHIBIT INDEX
Number Description
2 Agreement and Plan of Merger between the Registrant, on the
one hand, and InZon Corporation and all of its holders of
common stock, on the other hand, dated September 24, 2004
(including Exhibit A: Identification of InZon Corporation
Shareholders; Exhibit B: Amended and Restated Articles of
Incorporation; Exhibit B-1: Restated Bylaws; Exhibit C: W-J
International, Ltd. Financial Statements; Exhibit D:
Exceptions - W-J International, Ltd. Representations and
Warranties; Exhibit E: InZon Corporation Unaudited Balance
Sheet and Income Statement; Exhibit F: Exceptions - InZon
Corporation Representations and Warranties; Exhibit G:
Shareholder Letter; Exhibit H: Permitted InZon Corporation
Transactions; Exhibit I: Certificate of Officer Pursuant to
Agreement and Plan of Merger; and Exhibit J: Certificate of
Officer Pursuant to Agreement and Plan of Merger) (filed
herewith).