-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VPenmDoNycTPlKH53s+M0BYn8Ei8UZkdKlhenSbxHDIQSy1CYh2hDv9oAS4Ezwov BC7B6nRfHm/MiuuQg9LTQQ== 0001079974-11-000093.txt : 20110210 0001079974-11-000093.hdr.sgml : 20110210 20110210165700 ACCESSION NUMBER: 0001079974-11-000093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110201 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110210 DATE AS OF CHANGE: 20110210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFRAX SYSTEMS, INC. CENTRAL INDEX KEY: 0001380277 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 202583185 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-52488 FILM NUMBER: 11593332 BUSINESS ADDRESS: STREET 1: 449 CENTRAL AVE., SUITE 105 CITY: ST PETERSBURG STATE: FL ZIP: 33701 BUSINESS PHONE: 817-305-7118 MAIL ADDRESS: STREET 1: 449 CENTRAL AVE., SUITE 105 CITY: ST PETERSBURG STATE: FL ZIP: 33701 FORMER COMPANY: FORMER CONFORMED NAME: OPTICON SYSTEMS DATE OF NAME CHANGE: 20070404 FORMER COMPANY: FORMER CONFORMED NAME: OPTICON SYTEMS DATE OF NAME CHANGE: 20070302 FORMER COMPANY: FORMER CONFORMED NAME: TALARI SAM DATE OF NAME CHANGE: 20061106 8-K 1 infrax8k_2102011.htm REPORT 8-K infrax8k_2102011.htm
 
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): February 1, 2011

COMMISSION FILE NUMBER:  000-52488

INFRAX SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)

NEVADA
20-2583185
(State or Other Jurisdiction of
 (I.R.S. Employer
Incorporation or Organization)
 Identification Number)

6365 53rd Street North, Pinellas Park, FL 33781
(Address of Principal Executive Offices)

(727) 498-8514
(Registrant's Telephone Number, Including Area Code)

Not Applicable
 (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 (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))
 

 
 
 
 

 
FORWARD LOOKING STATEMENTS

This Form 8-K and other reports filed by Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, Registrant's management as well as estimates and assumptions made by Registrant's management. When used in the filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to Registrant or Registrant's management identify forward looking statements. Such statements reflect the current view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant's industry, Registr ant's operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although Registrant believes that the expectations reflected in the forward looking statements are reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.
 

Item 8.01 Other Events.
 
INFRAX SYSTEMS, Inc., a global provider of unified Smart Grid-related products and services for the Energy and Utility industries, announced today that it has entered into an agreement to acquire controlling interest in Lockwood Technology Corporation, a leading integrator of RFID-based software and hardware solutions for asset management, from Daedalus Capital, LLC.
 
Under the terms of the agreement, Infrax systems will acquire 70% interest in Lockwood Technology Corporation ("LTC"), a private company, currently located 25 Constitution Drive, Suite 102, Bedford, NH, 03110, controlled by Daedalus Capital, LLC.,  from Daedalus Capital in a stock-based transaction valued at $1,650,000. As part of the transaction, Daedalus Capital will also provide additional working capital to Infrax and fund current development activities of Lockwood. Infrax will continue to support Lockwood Technology's customer base and utilize their expertise in future smart grid deployment projects. Additionally, for the purposes of funding, Daedalus will be issued cash exercisable warrants at a fixed price, callable at predetermined market prices.

Infrax plans to incorporate Lockwood's RFID-based tracking solutions into its complete product portfolio and to continue to expand the company's integration partner and affiliate programs.  The acquisition is expected to close within 60 days after the completion of due diligence. Additional financial details of the transaction will be disclosed with the completion of the acquisition or when available.
 
 
 
 

 
Item 9.01 Financial Statements and Exhibits
 
 
a)     
Not applicable.
  
 
b)     
Not applicable.
  
 
c)     
Not applicable.
  
 
d)     
Exhibits:   Press Release Relating to Infrax Intent to Purchase Lockwood Technology Corporation.
  
 
Exhibit No.
Description
  
99.1
Press Release Relating to Infrax Intent to Purchase Lockwood Technology Corporation.
  
 

 
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.
 
 
Infrax Systems, Inc.
   
   
Dated:  February 10, 2010
/s/ Mr. Paul J. Aiello
 
Mr. Paul J. Aiello
 
Principal Executive Officer
 
 
 
 

 
 EX-99.1 2 infrax8k_x9912102011.htm EXHIBIT 99.1 infrax8k_x9912102011.htm
 
 
INFRAX SYSTEMS (IFXY) TO PURCHASE CONTROLLING INTEREST IN RFID INTEGRATION PIONEER, LOCKWOOD TECHNOLOGY
 
 
RFID Security and Asset Management to be Incorporated intoInfrax Secure Intelligent Energy Platform for Smart Grid Applications
 
 
ST. PETERSBURG, FL--(January 31, 2011) – INFRAX SYSTEMS, Inc. (OTC BB: IFXY - News), a global provider of unified SmartGrid-related products and services for the Energyand Utilityindustries, announced today that it hasentered into an agreement to acquire controlling interest in Lockwood Technology Corporation, a leading integrator of RFID-based software and hardware solutions for asset management, fromDaedalus Capital, LLC.
 
Under the terms of the agreement, Infrax systems will acquire 70% interest in Lockwood Technology from Daedalus Capital in a stock-based transaction valued at $1,650,000. As part of the transaction, Daedalus Capital will also provide additional working capital to Infrax and fund current development activities of Lockwood. Infrax will continue to support Lockwood Technology’s customer base and utilize their expertise in future smart grid deployment projects.
 
The Lockwood technical team has a 16-year track record of developing and implementing comprehensive asset tracking, information management and security solutions for public and private organizations. Lockwood has deployed solutions for a variety of government agencies, including the US Department for Homeland Security, the Air Force Office of Scientific Research, the US Army and the USHouse of Representatives.
 
“The addition of RFID and real-time location systems technology to Infrax’s Secure Intelligent Energy Platform will enhance our security offerings to Utilitiesand Municipalities. Controlling access to facilities and tracking materials in the warehouse or maintenance vehicles is a critical component of securing the energy grid,” said Paul J. Aiello, CEO of Infrax. “The deployment of Lockwood’s solutions, especially its SmartTracker software for mobile workforce applications and its EventManager software for automatic event detection and incident reporting, will be of significant benefit to our customers.”
 
Infrax plans to incorporate Lockwood’s RFID-based tracking solutions into its complete product portfolio and to continue to expand thecompany'sintegration partner and affiliate programs.Lockwood’s current integration partners includeMicrosoft, Motorola, Lockheed Martin, General Dynamics and GovPlace.
 
 
 
 
 
 
 
“Lockwood Technology will also allow INFRAX to expand our current GRID data collection to include a robust backend processing component in a hosted environment”, Mr. Aiello also states. “From the beginning Infrax set out to become an end-to-end solution particularly for the Utilityindustry. By adding BSI's installation footprint and Lockwood's real time asset tracking and automation software we are on track to achieve this goal.”
 
The acquisition is expected to close within 60 days after the completion of due diligence. Additional financial details of thetransaction will be disclosed with the completion of the acquisition or when available.
 
How this acquisition affects Infrax Systems and what it means to our shareholders
 
Shareholder Equity – Lockwood’s acquisitionwill add an estimated, $1.6M in shareholder equity to our balance sheet at closing, subject to the final accounting review.
 
Product Offerings–RFID is the wave of the future.  It is an effective replacement technology for simple barcodes because no line of sight is required and RFID tags can be read both automatically and simultaneously with no manual labor required.  The potential implementation for this technology is endless.The addition of RFID technology to Infrax’s Secure Intelligent Energy Platform will enhance our security offerings to utilities and municipalities. Controlling access to facilities and tracking materials in the warehouse or maintenance vehicles is a critical component of securing the energy grid.
 
About Lockwood TechnologyCorporation
 
Since 1994 Lockwood Technology has focused on developing world class asset tracking software and asset tracking services. Our development teams have built efficient integrated systems for clients worldwide. Our client base includes entities from many vertical markets including finance, healthcare, hospitality, manufacturing, transportation, law enforcement, education, federal government, public sector, legal, telecommunications and insurance. Fortune 500 companies throughout the world choose Lockwood as the solution that fits their needs. Our affiliate programextends throughout the United States, Canada, Europe, Asia and the Pacific Rim. Our asset tracking andmanagement software easily tracks assets using barcoding, RFID, imaging and wireless technologies. Our Large Enterprise Edition is a client/server, multi-user, menu-driven asset d atabase manager that runs on MS Windows XP, Vista and Windows 7 operating system, utilize SQL Server 2005 and 2008 and can track virtually anything.
 
Lockwood also offers a complete line of mobile information systems products that are compatible with Windows Mobile and feature barcoding, RFID, biometric, imaging and wireless technologies.Lockwood products are offered for licensed in-house use or as a hosted (SaaS) solution.
 
For Lockwood Technology information, visit www.lockwoodtechnology.com.
 
 
 
 
 

About INFRAX Systems
 
Infrax Systems offers a series of interrelated operational management, communications, and grid security related products and services known as Secure Intelligent Energy Platform (SIEP). Our products enable a comprehensive and unified solution for communications and applications management of the Smart Grid. SIEP™ incorporates a wide array of communications, security, device and data management tools for Smart Grid applications such as advanced metering solutions and grid optimization. SIEP platform creates a unified solution to securely manage Advanced Metering Infrastructure (AMI) and distribution automation. Infrax's secure smart grid platform incorporates a communications transport and management system, (Grid Mesh™), device and data security management, and ultimately secures intelligent endpoint devices (SIED). The secure management of the "last mile" backhaul will be necessary for utilities to implement Smart Grid applications including AMI, real-time pricing, Demand Side Management (DSM), Distribution Monitoring and Automation. When combined, these applications can offer economic, operational and environmental benefits for utilities, and ultimately the utility's customers.
 
For INFRAX Systems information, contact Investors@Infraxinc.com or visit www.infraxinc.com.
 
Forward-Looking Statements
This press release may contain forward-looking statements covered within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, plans and timing for the introduction or enhancement of our services and products, statements about future market conditions, supply and demand conditions, and other expectations, intentions and plans contained in this press release that are not historical fact and involve risks and uncertainties. Our expectations regarding future revenues depend upon our ability to develop and supply products and services that we may not produce today and that meet defined specifications. When used in this press release, the words "plan," "expect," "believe," and similar expressions generally identify forward-looking statements. These statements ref lect our current expectations. They are subject to a number of risks and uncertainties, including, but not limited to, changes in technology and changes in pervasive markets.
 
Contact:
 
Media Contact:
 
Infrax Systems, Inc.
 
investors@infraxinc.com
727-498-8514
Source: Infrax Systems, Inc.
 
 
 
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