-----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, FiijJQedA9vO2NhRul+AvQZ5JKxXWftpJg40M8lsZ0l2TyDqNQ8StKzKkaa8lFbr 818Z2eNOXP+T/+TdBXPV7Q== 0000742814-99-000009.txt : 19990406 0000742814-99-000009.hdr.sgml : 19990406 ACCESSION NUMBER: 0000742814-99-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990402 ITEM INFORMATION: FILED AS OF DATE: 19990405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARNOX CORP CENTRAL INDEX KEY: 0000742814 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 061094094 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-14724 FILM NUMBER: 99587043 BUSINESS ADDRESS: STREET 1: 1612 N. OSCEOLA AVE CITY: CLEARWATER STATE: FL ZIP: 34615 BUSINESS PHONE: 8134433434 MAIL ADDRESS: STREET 1: 1612 N. OSCEOLA AVENUE CITY: CLEARWATER STATE: FL ZIP: 34615 8-K 1 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 EARLIEST REPORTED EVENT - MARCH 24, 1999 TELEMETRIX INC. (Exact name of Registrant as specified in its charter) Delaware 0-14724 59-3453156 (State or other jurisdiction of(Commission (IRS Employer incorporation or organization)File Number) Identification Number) 1612 N. OSCEOLA CLEARWATER, FLORIDA 33755 (Address of Registrant's principal executive offices) (727) 443-3434 (Registrant's telephone number, including area code) (727) 443-5240 (Registrant's facsimile number, including area code) ARNOX CORPORATION (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS Name Change, Reverse Split and Increase in Authorized Capital On March 31, 1999, Arnox Corporation filed an amendment to its Certificate of Incorporation that (a) changed the name of the corporation to "Telemetrix Inc."; (b) effected a reverse stock split in the ratio of one (1) new share of the $0.001 par value common stock of Telemetrix Inc. ("New Common") for every eleven and one-half (11 1/2) shares of the common stock of Arnox Corporation ("Old Common") currently issued and outstanding; and (c) increased the authorized capital stock of the corporation to 25,000,000 shares of $0.001 par value common stock and 5,000,000 shares of $0.001 par value preferred stock. Each of the foregoing amendments was approved at a meeting of the corporation's stockholders that was duly called, noticed and held on July 7, 1997. No fractional shares of New Common will be issued in connection with the reverse split and all calculations that would result in the issuance of a fractional share will be rounded up to the nearest whole number. In addition, no stockholder who was the beneficial owner of at least 100 shares of Old Common on the date of the Amendment, will receive fewer than 100 shares of the New Common of Telemetrix Inc. in connection with the implementation of the reverse split and all calculations that would result in the issuance of fewer than 100 shares of New Common to such a stockholder will be rounded up to 100 shares. As a result of the amendment, the 3,439,247 issued and outstanding shares of Old Common will be consolidated into approximately 320,000 shares of New Common in Telemetrix Inc. The New Common of Telemetrix, Inc. will be listed on the OTC Bulletin Board under the symbol "TLXT" and open for trading on Monday, April 5, 1999. All registered holders of certificates for shares of Old Common will be requested to forward their certificates to the corporation's transfer agent, together with a completed and executed letter of transmittal, in order to receive the shares of Telemetrix Inc. New Common of to which they are entitled. ITEM 7. Financial Statements and Exhibits (c) Exhibits. 3.1 Amendment to the Certificate of Incorporation of Telemetrix Inc. (formerly Arnox Corporation) dated March 22, 1999 4.1Specimen Certificate for shares of the $0.001 par value Common Stock of Telemetrix Inc. 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, thereunto duly authorized. Telemetrix Inc. April 2, 1999 By: /s/ Sally A. Fonner, Chief Executive Officer EX-3 2 Restated Certificate of Incorporation-Page AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF Arnox Corporation Arnox Corporation. (the "Corporation"), pursuant to the requirements of the General Corporation Law of the State of Delaware, as amended ("GCLD"), hereby certifies: 1. The Amendment to the Certificate of Incorporation set forth herein was duly adopted in a resolution of the Corporation's Board of Directors, submitted to the Corporation's stockholders for their approval, and approved by a majority vote of the Corporation's stockholders at a meeting called, noticed and held on the 7th day of July 1997. 2. The number of shares of the Corporation outstanding at the time of such adoption and the number of shares entitled to vote thereon was THREE MILLION, FOUR HUNDRED THIRTY-NINE THOUSAND TWO HUNDRED FORTY-SEVEN (3,439,247) shares of common stock (the "Common Stock"). The holders of ONE MILLION, NINE HUNDRED FORTY- NINE THOUSAND EIGHTY-THREE (1,949,083 shares) of Common Stock were present at the meeting in person or by proxy and each of the amendments set forth herein was approved by the holders of a majority of the Corporations' issued and outstanding shares of Common Stock. 3. The effective date and time of the Certificate of Amendment shall be 5 p.m. EST on March 31, 1999. 4. The provisions of the original Certificate of Incorporation and all subsequent amendments thereto are hereby superseded by the following amendments: ARTICLE I NAME The name of the Corporation shall be Telemetrix Inc. ARTICLE IV AUTHORIZED CAPITAL The Corporation shall be authorized to issue a total of Thirty Million (30,000,000) shares of capital stock which shall be subdivided into classes as follows: (a)Twenty-five Million (25,000,000) shares of the Corporation's capital stock shall be denominated as Common Stock, have a par value of $.001 per share, and have the rights, powers and preferences set forth in this paragraph. The Holders of Common Stock shall share ratably, with all other classes of common equity, in any dividends that may, from time to time, be declared by the Board of Directors. No dividends may be paid with respect to Corporation's Common Stock, however, until dividend distributions to the holders of Preferred Stock, if any, have been paid in accordance with the certificate or certificates of designation relating to such Preferred Stock. The holders of Common Stock shall share ratably, with all other classes of common equity, in any assets of the Corporation that are available for distribution to the holders of common equity securities of the Corporation upon the dissolution or liquidation of the Corporation. The holders of Common Stock shall be entitled to cast one vote per share on all matters that are submitted for a vote of the stockholders. Effective at 5:00 p.m. EST on March 31, 1999, and without any further action by the holders the Common Stock of the Corporation, the THREE MILLION, FOUR HUNDRED THIRTY-NINE THOUSAND TWO HUNDRED FORTY-SEVEN (3,439,247) issued and outstanding shares of the Corporation's Common Stock shall consolidated or "reverse split" in the ratio of 1 new share for every 11.5 shares currently held by a stockholder so that the total issued and outstanding capital stock of the Corporation shall consist of THREE HUNDRED TWENTY THOUSAND (320,000) shares, more or less. No fractional shares shall be issued in connection with the reverse split and all calculations that would result in the issuance of a fractional share shall be rounded up to the nearest whole number. In addition, no stockholder who was the beneficial owner of at least 100 shares on the date of this Amendment shall receive fewer than 100 shares of the $.001 par value Common Stock of the Corporation in connection with the implementation of the reverse split and all calculations that would result in the issuance of fewer than 100 shares of Common Stock to such a stockholder shall be rounded up to 100 shares. (b)Five Million (5,000,000) shares of the Corporation's authorized capital stock shall be denominated as Preferred Stock, par value of $.001 per share. Shares of Preferred Stock may be issued from time to time in one or more series as the Board of Directors, by resolution or resolutions, may from time to time determine, each of said series to be distinctively designated. The voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations or restrictions thereof, if any, of each such series of Preferred Stock may differ from those of any and all other series of Preferred Stock at any time outstanding, and the Board of Directors is hereby expressly granted authority to fix or alter, by resolution or resolutions, the designation, number, voting powers, preferences and relative, participating, optional and other special rights, and the qualifications, limitations and restrictions thereof, of each such series of Preferred Stock. Dated March 22, 1999. ARNOX CORPORATION By: Sally A. Fonner, President and Sole Director EX-4 3 TELEMETRIX INC INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CUSIP 87944M 10 7 NUMBER: TEL _______________ SHARES _________________ [See reverse side for certain definitions] This certifies that __________________ is the owner of ___________________ FULLY PAID AND NONASSESSABLE SHARES OF THE COMMON STOCK, OF $.001 PAR VALUE, OF TELEMETRIX INC., transferable on the books of the Corporation by the holder hereof in person or by duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate is not valid until countersigned by the Transfer Agent and Registrar. WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers. Dated: Secretary: /s/ Michael L. Glaser President : /s/ Michael Tracy Countersigned and Registered: CONTINENTAL STOCK TRANSFER & TRUST COMPANY, Jersey City, NJ - Transfer Agent and Registrar authorized officer [signature] _________________. Corporate Seal: Telemetrix Inc., 1983, Delaware. REVERSE SIDE: The Corporation will furnish without charge to each stockholder who so requests a statement of the designations, powers, preferences and relative participating, optional or other special rights of each class of stock or series thereof of the Corporation and the qualifications, limitations or restrictions of such preferences and/or rights. Such request may be made to the Corporation or the Transfer Agent. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common; TEN ENT - as tenants by the entireties; JT TEN - as joint tenants with right of survivorship and not as tenants in common; UNIF GIFT MIN ACT - - __[cust]______custodian, _[minor]_ under Uniform Gifts to Minors Act (state name). FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ____________________ [social security number or other identifying number of assignee; printed name and address of assignee, including zip code] shares of the capital stock represented by the within Certificate, and do hereby irrevocably constitute and appoint ____________ Attorney to transfer the said stock on the books of the within named Corporation with full power of substitution in the premises. Dated _________________________ Notice: The signature to this assignment must correspond with the name as written upon the face of the certificate in every particular, without alteration or enlargement or any change whatever. Signature(s) Guaranteed: _____________________________ The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program), pursuant to S.E.C. 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