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): September 30, 2005
TECHALT, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation)
000-27867
(Commission File Number)
87-0533626
(IRS Employer Identification No.)
3311 N. Kennicott Ave., Suite A
Arlington Heights, IL 60004
(Address of principal executive offices)(Zip Code)
(847) 870-2601
Company's telephone number, including area code
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))
Section 5 - Corporate Governance Management
Item 5.02 Departure of Directors and Principal Officers; Election of
Directors; Appointment of Principal Officers
On October 5, 2005 James E. Solomon and C. Pete Ashi resigned their positions on
the Board of Directors (the "Board") of TechAlt, Inc., a Nevada corporation (the
"Company"). Additionally, James E. Solomon, Peter Lynch and James Hurley
resigned from their positions as Chairman and Chief Executive Officer, President
and Chief Operating Officer, and Chief Financial Officer, respectively. These
resignations are in connection with the anticipated change in the direction of
the Company, following the Company's transfer of its intellectual property to
Paul Masanek and Service By Designwise, Ltd. under a settlement agreement,
described in Section 8.01 of this Form 8-K, and do not arise from any
disagreement on any matter relating to the Company's operations, policies or
practices, nor regarding the general direction of the Company.
Mr. Solomon, Mr. Ashi and Mr. Hurley did not serve on any subcommittees of the
Board. The Company will immediately begin searching for individuals to fill the
vacant positions on the Board and who will serve until the next elections are
held for these positions. Additionally, David M. Otto, as the sole remaining
officer (Secretary) and director of the Company, will be appointed President of
the Company, effective immediately, until a new President is found.
Section 8 - Other Events
Item 8.01 Other Events
On September 29, 2005, TechAlt, Inc., a Nevada corporation (the "Company"),
entered into a Settlement Agreement (the "Settlement Agreement") with Paul
Masanek, an individual, and Service By Designwise, Ltd. (collectively, the
"Plaintiff"), who, on September 21, 2005 filed legal action in the Circuit Court
of Cook County, Illinois County Department, Law Division, seeking an Order of
Replevin against the Company, alleging that the Company was in default for
nonpayment on a Secured Convertible Promissory Note dated November 19, 2004,
with the Plaintiff as Holder and the Company as Promisor (the "Note").
Under the Settlement Agreement, the Company transferred possession of its
accounts, accounts receivable, goods, equipment, inventory, machinery, fixtures,
cash, securities, all intellectual property including trademarks, service marks,
trade names, copyrights, patents, licenses, contracts and other tangible
property, together with all related additions, substitutions and proceeds
currently owned or later acquired, in exchange for Plaintiff's agreement to pay
any past due premiums for health insurance in the amount of $31,000 and to pay
$20,000 toward past due payroll of the Company. Additionally, as part of the
Settlement Agreement, the Plaintiff purchased from the Company six Crown
Victoria automobiles for a total purchase price of $65,000 and purchased
inventory, including fifty interface boards, fifty front view cameras, and 50
Trinus radio systems for a total purchase price of $22,000. Conditioned upon
satisfaction of these transfers, the Plaintiff agreed not to prosecute its
claims on the Note.
The Company believes that the transfer of its intellectual property will
significantly impact its ability to maintain its core business plan of providing
encrypted wireless technology communication between police, fire, emergency
services, and local communities and federal agencies, and will reassess its
direction in the near term.
2
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
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Exhibit Number Title of Document
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17.1 Resignation Letter of James Solomon
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17.2 Resignation Letter of C. Pete Ashi
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99.1 Resignation Letter of Peter Lynch
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99.2 Resignation Letter of James Hurley
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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.
TECHALT, INC.
(Company)
/s/ James Solomon
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By: James Solomon
Its: President
Date: October 6, 2005