0001144204-05-001777.txt : 20120629 0001144204-05-001777.hdr.sgml : 20120629 20050120172036 ACCESSION NUMBER: 0001144204-05-001777 CONFORMED SUBMISSION TYPE: 425 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050120 DATE AS OF CHANGE: 20050120 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IVP TECHNOLOGY CORP CENTRAL INDEX KEY: 0001011601 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 SEC ACT: 1934 Act SEC FILE NUMBER: 000-30397 FILM NUMBER: 05539474 BUSINESS ADDRESS: STREET 1: 54 VILLAGE CENTRE STREET 2: MISSISSAUGA PLACE CITY: TORONTO ONTARIO M5E STATE: A6 ZIP: 0000 BUSINESS PHONE: 9053069343 MAIL ADDRESS: STREET 1: 156 FRONT STREET WEST STREET 2: SUITE 210 CITY: TORONTO STATE: A6 ZIP: M5J 2L6 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVECORE TECHNOLOGIES, INC. DATE OF NAME CHANGE: 20050105 FORMER COMPANY: FORMER CONFORMED NAME: IVP TECHNOLOGY CORP DATE OF NAME CHANGE: 20000404 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: IVP TECHNOLOGY CORP CENTRAL INDEX KEY: 0001011601 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 425 BUSINESS ADDRESS: STREET 1: 54 VILLAGE CENTRE STREET 2: MISSISSAUGA PLACE CITY: TORONTO ONTARIO M5E STATE: A6 ZIP: 0000 BUSINESS PHONE: 9053069343 MAIL ADDRESS: STREET 1: 156 FRONT STREET WEST STREET 2: SUITE 210 CITY: TORONTO STATE: A6 ZIP: M5J 2L6 FORMER COMPANY: FORMER CONFORMED NAME: ACTIVECORE TECHNOLOGIES, INC. DATE OF NAME CHANGE: 20050105 FORMER COMPANY: FORMER CONFORMED NAME: IVP TECHNOLOGY CORP DATE OF NAME CHANGE: 20000404 425 1 v011471_8k.txt 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: JANUARY 17, 2005 ACTIVECORE TECHNOLOGIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) NEVADA 000-30397 65-6998896 ------ --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 156 FRONT STREET WEST, SUITE 210 TORONTO, ONTARIO, M5J 2L6 (Address of principal executive offices) (416)-252-6200 (Registrant's Executive Office Telephone Number) IVP TECHNOLOGY CORPORATION (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: |X| 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)) 1 ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS. The board of directors of Activecore has received a letter from Mr. Brian MacDonald, the existing Chairman of the board of Directors resigning/retiring from the board for health reasons effective immediately. A copy of the letter is attached as an exhibit to this filing. In the letter Mr. MacDonald indicates that there are no disagreements with the registrants operations, policies or practices. Mr. MacDonald in addition to being an officer of the company was also on the board of each of the company's subsidiaries and a member of the company's audit committee. Mr. MacDonald has offered, time and health dependent, to continue to provide continuity and advice if, as and when requested to the board and the company's management. The board of directors has not named a replacement Chairman. ITEM 8.01 OTHER EVENTS See Item 5.02 above. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS NONE. Exhibits: Letter of resignation/retirement from Brian MacDonald Copy of Press Release announcing resignation/retirement of Brian MacDonald distributed on Jan 18, 2005 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: January 14, 2005 ACTIVECORE TECHNOLOGIES, INC. By: /s/ Peter Hamilton Name: Peter Hamilton Its: President and CEO EX-99.1 2 v011471_ex99-1.txt January 14, 2005 Mr. Steven Smith, Mr. Stephen Lewis and Mr. Peter Hamilton Members of the Board of Directors ActiveCore Technologies, Inc. Suite 210 - 156 Front Street West, Toronto, Ontario, Dear Steve, Stephen and Peter: It is with great regret that I wish to advise that I need to tender my resignation and retire, with immediate effect, as an officer and director of Activecore Technologies, Inc. and its various subsidiaries including Twincentric Limited, MDI Solutions Inc., Activecore Technologies Limited, ActiveCore Technologies UK Limited and C Comm Network Corporation. As you may know, since early 2004, I have been experiencing a deteriorating condition that will require that I undergo certain medical procedures and other treatments that will restrict the amount of time and attention that I can devote to ActiveCore's operations and governance. Moreover it is of paramount importance to my future health that I remove as many stress related activities as possible. While I do not feel that ActiveCore is a stressful environment the activity levels and speed at which we have been building the company have taken its toll on my health and I need time to recover and prepare for an operation that I will need to undergo in the next few months. I want to assure the remaining members of the board that my resignation/retirement is in no way based on any disagreement that I have with any manager or employee of the company nor is it based on any concern with regard to our financial condition and activities, corporate governance, strategic or tactical plans and direction or any other item or issue. I have a great deal of respect for, trust and faith in the other members of the management group and believe that my departure will not restrict the company from growing its revenues and profitability. We have a strong base of executives in the company that manage the day to day operations of the various subsidiaries and both Peter Hamilton and John Choy are fully capable of managing the public company reporting and finance side of the parent company. I would be pleased, time and medical condition permitting, to continue to offer whatever assistance I can to the company and to the board members for continuity purposes. Sincerely yours, Brian J. MacDonald EX-99.2 3 v011471_ex99-2.txt FOR IMMEDIATE RELEASE ACTIVECORE TECHNOLOGIES ANNOUNCES RESIGNATION OF BOARD CHAIRMAN TORONTO JAN 17, 2005: ActiveCore Technologies, Inc. formerly IVP Technology Corporation (OTCBB: TALL), announced today that Mr. Brian MacDonald, Chairman of the Board has tendered his resignation to the board effective January 14, 2005 due to deteriorating health. In his letter to ongoing members of the board Mr. MacDonald indicated that he has "been experiencing a deteriorating condition that will require that I undergo certain medical procedures and other treatments that will restrict the amount of time and attention that I can devote to ActiveCore's operations and governance. [The] speed at which we have been building the company have taken its toll on my health and I need time to recover and prepare for an operation that I will need to undergo in the next few months." Mr. MacDonald also went on to say, "I have a great deal of respect for, trust and faith in the other members of the management group and believe that my departure will not restrict the company from growing its revenues and profitability. We have a strong base of executives in the company that manage the day to day operations of the various subsidiaries and both Peter Hamilton and John Choy are fully capable of managing the public company reporting and finance side of the parent company. I would be pleased, time and medical condition permitting, to continue to offer whatever assistance I can to the company and to the board members for continuity purposes." The board of directors has not yet named a chairman to replace Mr. MacDonald. ActiveCore has been growing its revenue and profitability rapidly. In the 3 months ended September 30, 2004 gross revenue was $1,694,452 an increase of $588,920 or 53.3% over the $1,105,532 recorded in the second quarter ended June 30, 2004. On a year to date basis the company earned revenue of $2,994,479 for the 9 months ended September 30, 2004 an increase of 741% over the $355,776 recorded for the 9 months ended September 30, 2003. Profit from operations for the three months ended September 30, 2004 was $600,863. Net income for the 9 months ended September 30, 2004 was $570,882 or 0.0015 e.p.s on the nine month weighted average 387,810,403 shares outstanding. Although the fiscal year end statements have not yet been completed the company believes that results for the fourth quarter ended December 31, 2004 will be approximately the same as for the third quarter ended September 30, 2004. This would indicate an estimated eps of slightly less than a half cent per share. ABOUT ACTIVECORE TECHNOLOGIES, INC. (WWW.ACTIVECORE.COM) ActiveCore Technologies, Inc. formerly IVP Technology Corporation operates a group of subsidiaries and divisions in the US, UK and Canada that offer a Smart Enterprise Suite of products and services. We integrate, enable, and extend functions performed by current and legacy IT systems and facilitate mass corporate messaging through our ActiveCast product set. Our products encompass web portals, enterprise middleware, mobile data access, data management and system migration applications. ActiveCore operates under the trade names of MDI Solutions, C Comm Communications Inc. and Twincentric Limited. ActiveCore services clients in healthcare, financial services, government and manufacturing worldwide. IR CONTACT: AGORA Investor Relations GBNS@agoracom.com http://www.agoracom.com (Select "Global Business Services" Forum) Statements contained in this news release regarding ActiveCore Technologies, Inc. formerly IVP Technology and planned events are forward-looking statements, subject to uncertainties and risks, many of which are beyond ActiveCore's control, including, but not limited to, reliance on key markets, suppliers, and products, currency fluctuations, dependence on key personnel and trade restrictions, each of which may be impacted, among other things, by economic, competitive or regulatory conditions. These and other applicable risks are summarized under the caption "Risk Factors" in ActiveCore's Registration Statement on Form SB-2 filed with the Securities and Exchange Commission on January 4, 2005. Forward-looking statements by their nature involve substantial risks and uncertainties. As a result, actual results may differ materially depending on many factors, including those described above