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
October 23, 2003
Date of Report (Date of earliest event reported)
INTERNATIONAL TEST SYSTEMS, INC.
(Exact Name of Registrant as specified in its Charter)
Delaware 333-88179 74-29581956
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
16161 College Oak
Suite 101
San Antonio, TX 78249
(Address of principal executive offices)
(210) 408-6019
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 1. Changes in Control of Registrant.
On October 23, 2003, the Registrant and Promota International, Inc., a
corporation organized under the laws of the State of Delaware ("Promota"),
entered into a Stock Purchase Agreement whereby nineteen million eight hundred
fifty thousand (19,850,000) shares of common stock, par value $.001 per share
(the "Common Stock") of the Registrant were issued to Promota in exchange for a
capital contribution of two hundred fifty thousand dollars ($250,000.00). The
Stock Purchase Agreement was signed off by all parties on October 31, 2003,
resulting in the effective date of the Stock Purchase Agreement being October
31, 2003. Prior to the closing of the Stock Purchase Agreement, Promota owned
six hundred twenty six thousand (626,000) shares of Common Stock. As of the date
hereof, Promota owned twenty million four hundred seventy six thousand
(20,476,000) shares of Common Stock, equaling approximately ninety two per cent
(92%) of the twenty two million two hundred fifty seven thousand (22,257,000)
shares of Common Stock outstanding as of the date hereof.
The capital contribution of two hundred fifty thousand dollars ($250,000.00)
transferred to the Registrant, together with $25,000, a portion of which has
been used to pay expenses in connection with this transaction, was contributed
to Promota by Promota Hellas, S.A., a corporation organized under the laws of
Greece, which owns all of the outstanding common shares of Promota. Promota
Hellas, S.A., is publicly traded on the Athens Stock Exchange.
Item 5. Other Events - Appointment of new Officers.
On November 6, 2003, the Board of Directors appointed the following persons as
Officers of the Registrant: Mike Dramytinos, President; Christos Mouroutis,
Executive Vice-President; and Carey G. Birmingham, Executive Vice-President.
Item 6. Resignations of Registrant's Directors
Pursuant to the Stock Purchase Agreement, H. Alexander Yount and H. Youval
Krigel, resigned from their positions as directors of the Registrant on October
31, 2003, and Carey G. Birmingham, the sole remaining director of the
Registrant, pursuant to the By-Laws of the Registrant, accepted the resignations
of H. Alexander Yount and H. Youval Krigel on November 6, 2003, and appointed
Mike Dramytinos, Christos Mouroutis and Warren A. Kirshenbaum, to the Board of
Directors of the Registrant.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit Number Description
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99.1. Stock Purchase Agreement, dated October 23, 2003, by and
between International Test Systems, Inc. and Promota
International, Inc.
99.2. Curriculum Vitae of Mr. Mike Dramytinos
99.3. Curriculum Vitae of Mr. Christos Mouroutis
99.4. Curriculum Vitae of Mr. Warren A. Kirshenbaum
99.5 Curriculum Vitae of Mr. Carey Birmingham
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 November 11, 2003. INTERNATIONAL TEST SYSTEMS, INC.
By: /s Mike Dramytinos
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Name: Mike Dramytinos
Title: President