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