-----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, P/Okdl0alDLV7Vph14B+zCJZTUglMBriQwA02/oCnDIByJ2hbzTw+ZEg9ghwtCfV qhIM7n3hVBnNjIeBWIKlbw== 0000742814-99-000034.txt : 19990426 0000742814-99-000034.hdr.sgml : 19990426 ACCESSION NUMBER: 0000742814-99-000034 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990423 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TELEMETRIX INC CENTRAL INDEX KEY: 0000742814 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 593453156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-53633 FILM NUMBER: 99599873 BUSINESS ADDRESS: STREET 1: 1612 N. OSCEOLA AVE CITY: CLEARWATER STATE: FL ZIP: 33755 BUSINESS PHONE: 7274433434 MAIL ADDRESS: STREET 1: 1612 N. OSCEOLA AVENUE CITY: CLEARWATER STATE: FL ZIP: 33755 FORMER COMPANY: FORMER CONFORMED NAME: ARNOX CORP DATE OF NAME CHANGE: 19960612 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TELEMETRIX INC CENTRAL INDEX KEY: 0000742814 STANDARD INDUSTRIAL CLASSIFICATION: LUMBER & WOOD PRODUCTS (NO FURNITURE) [2400] IRS NUMBER: 593453156 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 1612 N. OSCEOLA AVE CITY: CLEARWATER STATE: FL ZIP: 33755 BUSINESS PHONE: 7274433434 MAIL ADDRESS: STREET 1: 1612 N. OSCEOLA AVENUE CITY: CLEARWATER STATE: FL ZIP: 33755 FORMER COMPANY: FORMER CONFORMED NAME: ARNOX CORP DATE OF NAME CHANGE: 19960612 SC 13D 1 ARNOX 13-D CUSIP No. 042624106 SCHEDULE 13D Page 1 of 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TELEMETRIX INC. formally known as ARNOX CORPORATION, A DELAWARE CORPORATION Common Stock (Title of Class of Securities) 87944M107 (CUSIP Number) (Former CUSIP Number: 042624106) Hartford Holdings Ltd. c/o Michael L. Glaser, Esq. Haligman Lottner Rubin & Fishman, P.C. 633 Seventeenth Street, Suite 2700 Denver, Colorado 80202 (303) 292-1200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 13, 1999 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]. Check the following box if a fee is being paid with the statement [X] (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 042624106 SCHEDULE 13D Page 2 of 6 1 NAME OF REPORTING PERSON (S.S. OR I.R.S. IDENTIFICATION) Hartford Holdings Ltd. (none) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS Share Exchange 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] 6 CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS, BRITISH WEST INDIES - ------- ---------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 6,900,000 Shares SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 Shares EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON 6,900,000 Shares WITH 10 SHARED DISPOSITIVE POWER Not Applicable 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 6,900,000 Shares 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES [_] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 53.5423295% 14 TYPE OF REPORTING PERSON CO (Not a U.S. person) ====== ====================================================================== CUSIP No. 042624106 SCHEDULE 13D Page 3 of 6 Item 1. Security and Issuer Class: Common Stock (the "Shares" or "Arnox Shares") Issuer: Arnox Corporation, a Delaware corporation ("Arnox") 1612 North Osceola Avenue Clearwater, Florida 34615 Item 2. Identity and Background (a) Name Hartford Holdings, Ltd. ("HHL" or "Acquiror") (b) Place of Cayman Islands, British West Indies Organization (c) Principal Business Telecommunications and other business investments (d) Address of Box 143 Principal Office Cayman Islands British West Indies (e) Criminal Neither HHL nor William W. Becker, its sole convictions shareholder, have been convicted in a criminal proceeding. (f) Federal or state Neither HHL nor William W. Becker, its sole securities actions shareholder, are subject to a judgment, decree or final order enjoining future violations of federal or state securities laws. Item 3. Source and Amount of Funds or Other Consideration Acquiror will receive its Shares in exchange for securities of another corporation, as described in Item 4. ITEM 4: PURPOSE OF TRANSACTION HHL will acquire the Shares pursuant to a business reorganization ("Reorganization") among the Issuer ("Arnox"), Telemetrix Resource Group, Inc., a Colorado corporation ("TRG"), and Tracy Corporation II, a Nebraska corporation, ("Tracy II"). Under the Reorganization Agreement (the "Plan") between these parties, Arnox will effect a reverse split of all pre-Reorganization issued and outstanding shares of its common stock in the ratio of one (1) share of new common stock (the "Arnox Shares") for each 11.5 shares presently outstanding (the "Reverse Split"). Arnox will then acquire all of the issued and outstanding shares of TRG and Tracy II in exchange for Arnox Shares. The Reorganization will expand the Issuer's business to encompass the telecommunications software, technology and services of TRG and Tracy II. In conjunction with the Reorganization, Arnox will apply for listing on NASDAQ. Arnox will subsequently change its name to Telemetrix Inc. (a Delaware corporation) and Telemetrix Inc. will become the successor issuer to Arnox pursuant to Rule 12g-3(a). CUSIP No. 042624106 SCHEDULE 13D Page 4 of 6 (a) As a significant shareholder of TRG and Tracy II, Acquiror will own approximately 53.5423295% of Arnox Shares after the Reorganization. Arnox's pre-Reorganization shareholders will own approximately 2.5% of Arnox Shares, while the other TRG and Tracy II shareholders will own approximately 36.39326450% of Arnox Shares. Additional Arnox Shares will be issued in payment of professional services, compensation for services rendered, and in payment of a finder's fee. (b) As previously described, HHL will acquire the Shares pursuant to the Reorganization, which will reorganize the issuer's corporate structure. Arnox will become the parent corporation, with TRG and Tracy II becoming wholly-owned subsidiaries. (c) Upon completion of the Reorganization, directors nominated by the shareholders of TRG and Tracy II (including HHL) will constitute 100% of Arnox's Board of Directors. In accordance with Section 14(f), Arnox will file an information statement meeting the requirements of Rule 14(f)(1), and distribute that statement to its shareholders at least ten days before the new directors take office. (e) Arnox will have a different capitalization after consummation of the Reorganization, as the shareholders of TRG and Tracy II (including HHL) will own approximately 90% of Arnox's capital stock, and Arnox's pre-Reorganization shareholders will own approximately 2.5%. After the Reorganization, Arnox intends to retain earnings for financing its growth and for general corporate purposes and will not pay dividends on its common stock. (f) As previously described, the Reorganization will reorganize the issuer's corporate structure. Arnox will become the parent corporation, with TRG and Tracy II becoming wholly-owned subsidiaries. Moreover, Arnox's business will encompass the telecommunications software, technology and services of TRG and Tracy II. (f) Arnox's will amend its Articles of Incorporation in conjunction with the Reorganization and the name change to Telemetrix Inc. (h) Arnox shares are currently listed on the NASD's OTC Electronic Bulletin Board ("OTC- BB). Telemetrix Inc., as the successor to Arnox, will seek listing on the NASDAQ system, but will remain listed on the OTC-BB pending approval of the NASD for listing on the NASDAQ. (i) Not applicable. (j) Not applicable. ITEM 5: INTEREST IN SECURITIES OF ISSUER. (a) Upon completion of the Reorganization, HHL will beneficially own 6,900,000 Telemetrix Shares (53.5423295% of class). CUSIP No. 042624106 SCHEDULE 13D Page 5 of 6 (b) Upon completion of the Reorganization, HHL will have sole Voting and Disposition powers over 6,900,000 Arnox Shares, and will not share Voting or Disposition powers over any Arnox Shares. William W. Becker is authorized to exercise sole voting and investment control over holdings of HHL. (c) Other than the Reorganization Agreement, during the past sixty days HHL has not effected any transactions in the shares of Arnox. (d) No person, other than HHL, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities to be acquired by HHL in the Reorganization. (e) Not applicable. ITEM 6: CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. None. ITEM 7: MATERIALS TO BE FILED AS EXHIBITS. (1) Exhibit 1. Reorganization Agreement among Arnox Corporation, Telemetrix Resource Group, Inc.,Tracy Corporation II, and the Shareholders of one hundred percent (100%) of the issued and outstanding stock of Tracy Corporation II and Telemetrix Resource Group, Inc. (i.e., Hartford Holdings, Ltd., Michael L. Glaser, and Michael J. Tracy; collectively, the "Shareholders"). REFERENCE AMENDED 8-K, FILED APRIL 23, 1999 CUSIP No. 042624106 SCHEDULE 13D Page 6 of 6 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. HARTFORD HOLDINGS LTD., a Cayman Islands corporation April 22, 1999 By: ------------------------------------ William W. Becker, Chairman SCHEDULE 13D (Filed by Hartford Holdings Ltd.) EXHIBIT 1 REFERENCE AMENDED 8-K, FILED APRIL 23, 1999 Reorganization Agreement among Arnox Corporation, Telemetrix Resource Group, Inc., Tracy Corporation II, Hartford Holdings, Ltd., Michael L. Glaser, and Michael J. Tracy -----END PRIVACY-ENHANCED MESSAGE-----