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 Event Requiring Report: August 6, 2002
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ZENEX INTERNATIONAL, INC.
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(Exact name of Registrant as Specified in Its Charter)
Colorado 000-24684 73-1587867
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
201 S. Robert S. Kerr Avenue, Suite 500
Oklahoma City, Oklahoma 73102
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (405) 749-9999
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ZENEX TELECOM, INC.
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(Former name or former address, if changes since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Not applicable.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP.
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFIYING ACCOUNTANTS.
Not applicable.
ITEM 5. OTHER EVENTS.
On August 6, 2002, the Registrant changed its name from Zenex Telecom, Inc.
to Zenex International, Inc. to reflect the Registrant's growth strategy beyond
facility based wholesale telephone services to public network carriers, calling
card distributors and switchless resellers. On August 7, 2002, the Registrant
entered into a Letter Agreement to acquire Aduddell Roofing and Sheet Metal,
Inc. an Oklahoma corporation with its corporate headquarters located in Oklahoma
City, Oklahoma (hereinafter "Aduddell"). The acquisition is structured as a
reverse triangular merger, in which Aduddell will be the surviving corporation
in a merger with a wholly owned subsidiary of the Registrant. Immediately before
the merger, Aduddell will effect a split-off of its non-operating assets and
liabilities into a new corporation. The Registrant will not acquire the
non-operating assets and liabilities of Aduddell.
As consideration for the acquisition, the Registrant will issue 10.0
million newly issued shares of its common stock and options to acquire 30.0
million shares of common stock at an exercise price of $0.04 per share. The
Registrant anticipates that both the split-off and the merger will qualify for
tax-free treatment under the Internal Revenue Code. The acquisition will be
effected by a mutually agreeable definitive agreement containing customary
representations and warranties by Aduddell and its shareholder, customary
covenants on behalf of both parties, and a restructuring agreement addressing
the separation of Aduddell's operating and non-operating assets in the split-
off. As a result of this transaction, Aduddell will become a wholly-owned
subsidiary of the Registrant.
Aduddell is a recognized national leader in the commercial and industrial
roofing and re-roofing businesses. Founded in 1976 and incorporated in 1986, the
profitable company has grown by penetrating national accounts such as Graybar
Electric, Smurfit-Stone, General Motors, Ford Motor Company, Aramark,
Albertson's, Embassy Suites, Hyatt, JC Penney, Marriott, Wyndham Hotels and
Tishman Speyer. Aduddell focuses primarily on re-roofing projects where it can
more easily control costs and thereby derive higher profits. Aduddell has
historically performed complex work required to be completed within a short time
frame, such as for hotels that have suffered severe hurricane damage.
In 2001, Aduddell's audited financials realized sales of $13.3 million.
Under a recently implemented re-engineering plan, Aduddell is targeting enhanced
profit performance resulting from a combination of revenue- enhancing programs
and cost-cutting initiatives.
On August 8, 2002 the Registrant announced that the company's Board of
Directors has elected Ron Carte as Chairman of the company in addition to his
position as CEO. The current Chairman Tim Aduddell remains as a Board member.
Mr. Carte has almost 40 years of extensive experience in banking and
business development. He has served as the former President and CEO of First
Oklahoma Bank and Trust, and was the former Chairman and founder of Edmond Bank
and Trust. He has also been very active in civic and community affairs, having
served as City Treasurer for the City of Edmond, and President of the Board of
Education for the City of Edmond. Former President of Chamber of Commerce for
the City of Edmond. Mr. Carte is also a former Board member of the American
Bankers Association and Oklahoma Bankers Association.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not Applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. Financial Statements of business Acquired will be filed by
amendment within the required time allotted by law.
b. Pro Forma Financial Information will be included in the
Amendment within the required time allotted by law.
c. Exhibits:
Exhibit No. Document Description
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2 Letter Agreement - re: Acquisition of Aduddell
Proofing date August 7, 2002.
3 Articles of Amendment to Articles of incorporation
(Profit) Colorado Form 201 re: Change of name from
Zenex Telecom to Zenex International, Inc. dated
August 2, 2002, filed August 6, 2002.
99 Press Release re: Change of Name
99.1 Press Release re: Binding Letter of Intent
99.2 Press Release re: New Chairman
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
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.
Dated: August 14, 2002 Zenex International, Inc.
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(Registrant)
/s/ Ron Carte
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Ron Carte, President, CEO
and Chairman of the Board