-----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, Oi5HtZ7cj8VOKQUKxRPxwjohNsV/URDAbZlC3wwQUNEe0ecpm9Md0uSwdPQm4LdF dNExKiJ3CdNjv2ZtrRbFtQ== 0000700941-03-000011.txt : 20030808 0000700941-03-000011.hdr.sgml : 20030808 20030808163219 ACCESSION NUMBER: 0000700941-03-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030805 ITEM INFORMATION: Other events FILED AS OF DATE: 20030808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADVANCED REMOTE COMMUNICATION SOLUTIONS CENTRAL INDEX KEY: 0000700941 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATION SERVICES, NEC [4899] IRS NUMBER: 330644381 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11038 FILM NUMBER: 03832196 BUSINESS ADDRESS: STREET 1: 10675 SORRENTO VALLEY ROAD STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8586570146 MAIL ADDRESS: STREET 1: 10675 SORRENTO VALLEY ROAD STREET 2: STE 200 CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: BOATRACS INC /CA/ DATE OF NAME CHANGE: 19950123 FORMER COMPANY: FORMER CONFORMED NAME: FIRST NATIONAL CORP /CA/ DATE OF NAME CHANGE: 19920703 8-K 1 auction.txt AUCTION SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 August 5, 2003 Date of Report (date of earliest event reported) ADVANCED REMOTE COMMUNICATION SOLUTIONS, INC. (Exact Name of Registrant as Specified in its Charter) California 0-11038 33-0644381 (State or Other (Commission (IRS Employer Iden- Jurisdiction of File Number) tification Number) Incorporation) 1935 Cordell Court El Cajon, California 92020 (Address of Principal Executive Offices Including Zip Code 619-438-6000 (Registrant's Telephone Number, Including Area Code) (Former Name or Former Address if Changed Since Last Report) Page 1 of 3 pages. Item 5 - Other Events On July 22, 2003 and subsequently, Advanced Remote Communication Solutions, Inc. ("ARCOMS") and its subsidiaries (the "Company") received a series of letters from HPLX Funding LLC (the "Lender"), the holder of the Company's senior and subordinated secured debt (the "Debt"), demanding payment in full of the Debt, all of which was claimed to be in default. The Company was, and remains, unable to comply with this demand. The Company is informed that the Lender is beneficially owned and controlled by Housatonic Micro Fund SBIC, L.P. ("Housatonic") and Lexington Funding LLC, holders of preferred stock of the Company who have a right to appoint directors to the Company and who have exercised that right until June 2003. Brandon Nixon, who is currently the Company's Chief Executive Officer and Chairman of the Board, is a non-voting partner of Housatonic. On July 29, 2003 the Company received a Notice of Disposition of Collateral from the Lender, which states that pursuant to Section 9601 et seq. of the California Commercial Code, the collateral provided as security of the Debt would be offered in bulk and/or bulk lots at a competitive bid sale (the "Sale") to be held Thursday, August 14, 2003. Subsequently, the Company received an amendment to the Notice of Disposition of Collateral that changed the Sale date from August 14 to August 18, 2003. On August 5, 2003 the Company received a letter from the Lender (the "Lender's Letter" - see Exhibit 99.1) in which the Lender agreed under certain circumstances to credit bid the full amount of the Debt at the Sale, and in the event that Lender is the winning bidder, to assume certain unsecured obligations of the Company. On August 6, 2003, the Board of Directors of ARCOMS, Inc. in consideration of and reliance upon the Lender's Letter, resolved not to file for bankruptcy protection prior to September 1, 2003. (C) Exhibits 99.1 Notice of Disposition of Collateral dated August 5, 2003. 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 8, 2003 Advanced Remote Communication Solutions, Inc. By: /s/ Paul Wickman Paul Wickman Chief Financial Officer Secretary EX-99 3 notdisposition.txt NOTICE DISPOSITION OF ASSETS AUGUST 5, 2003 Exhibit 99.1 August 5, 2003 Advanced Remote Communication Solutions, Inc. 1935 Cordell Court El Cajon, CA 92020-0911 Attn: Board of Directors Re: Notice of Disposition of Collateral Gentlemen: Reference is hereby made to the public auction of assets ("Public Auction") presently scheduled for August 14, 2003 as described in the Notice of Disposition of Collateral served by HPLX Funding, LLC, its representatives, successors and assigns (collectively, "Lender") and received by Advanced Remote Communications Solutions, Inc. ("ARCOMS") on July 29, 2003 ("Notice"). The purpose of this letter is to respond to your concerns regarding the Notice and your request for clarification regarding our planned actions at the Public Auction. In that regard, Lender hereby convenants and agrees as follows: 1. If, at the Public Action, there are no other bidders, or if the bids for all the assets (said assets are hereafter described in subparagraphs 1a and 1b) in either bulk bids or in aggregate bids are lower than the secured indebtedness owed to Lender ("Secured Debt"), Lender will credit bid for all said assets in the full amount of the Secured Debt for: a. All the assets of ARCOMS; and b. All the assets and/or stock of the other subject companies identified in the Notice (individually or collectively, "Other Companies"); and 2. If, at the Public Auction, Lender is the winning bidder for all the assets of ARCOMS and all the assets or stock of the Other Companies (ARCOMS and the Other Companies are hereafter individually or collectively sometimes referred to as, "Target Companies"): a. Lender will assume all of the unsecured obligations (individually or collectively, "Unsecured Obligations") of the Target Companies. The Unsecured Obligations shall consist of all obligations described in the books or records of the Target Companies on the date of the Public Auction. Unsecured Obligations shall include, but not be limited to, employee salaries and accrued benefits such as vacation and personal time off, and associated payroll taxes; and b. Lender will designate all holders of the Unsecured Obligations (individually or collectively, "Holders") as express third party beneficiaries of this letter. 3. This letter is legally binding upon and enforceable against Lender, its representatives, successors and assigns by ARCOMS, Other Companies, Target Companies, Holders, and their respective representatives, successors and assigns. Such parties shall have all rights and remedies at law or in equity against Lender, and its representatives, successors and assigns arising from or related to this letter. 4. Neither party to this letter shall be deemed a draftsperson and both parties shall be deemed to have jointly drafted the letter. Sincerely, HPLX Funding, LLC /s/ HPLX Funding, LLC -----END PRIVACY-ENHANCED MESSAGE-----