SC 13D 1 tlmx980413d.htm SCHEDULE 13D--SEPTEMBER 8, 2004 Telemetrix, Inc.--Schedule 13D--September 8, 2004 HTML

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

OMB APPROVAL
OMB Number: 3235-0145
Expires: December 31, 2005
Estimated average burden
hours per response: 14.9

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                  SCHEDULE 13D
                    Under the Securities Exchange Act of 1934

                                (Amendment No. __)*


                                TELEMETRIX, INC.
                        --------------------------------
                                (Name of Issuer)


                                     COMMON
                    ---------------------------------------
                         (Title of Class of Securities)


                                    87944M107
                                  ------------
                                 (CUSIP Number)


            Michael J. Tracy, P. O. Box 17, Gering, NE 69341, 308-436-4090
            --------------------------------------------------------------
                  (Name, Address and Telephone Number of Person
                Authorized to Receive Notices and Communications)


                                SEPTEMBER 8, 2004
              -----------------------------------------------------
             (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  that is the subject of this  Schedule  13D, and is filing this
schedule because of ss240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check following
box. [ ]

NOTE:  Schedules  filed in paper format shall include a signed original and five
copies of the schedule, including  all  exhibits.  See ss240.13d-7 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 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).

1 of 66

CUSIP No.  87944M107

     1.   Name of Reporting Person. S.S. or I.R.S. Identification No. of above
          persons (entities only)
            ARDARA INVESTMENTS, LTD.
................................................................................
     2.   Check the Appropriate Box if a Member of a Group
          (a)   [X]
          (b)   [ ]
................................................................................
     3.   SEC Use Only

................................................................................
     4.   Source of Funds:
            PF, 00
................................................................................
     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e) [  ]

................................................................................
     6.   Citizenship or Place of Organization:
            Cayman Islands, BWI
................................................................................
  Number of     7.    Sole Voting Power: 780,000
   Shares       ................................................................
Beneficially    8.    Shared Voting Power:   --
  Owned by      ................................................................
    Each        9.    Sole Dispositive Power:  750,000
  Reporting     ................................................................
   Person       10.   Shared Dispositive Power:  --
    With        ................................................................

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person:
            750,000
................................................................................

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
          (See Instructions)

................................................................................

     13.  Percent of Class Represented by Amount in Row (11):
            4%
................................................................................

     14.  Type of Reporting Person
          CO
................................................................................

2 of 66

CUSIP No.  87944M107

     1.   Name of Reporting Person. S.S. or I.R.S. Identification No. of above
          persons (entities only)
            BECKER CAPITAL MANAGEMENT, LLC
................................................................................
     2.   Check the Appropriate Box if a Member of a Group
          (a)   [X]
          (b)   [ ]
................................................................................
     3.   SEC Use Only

................................................................................
     4.   Source of Funds:
            PF, 00
................................................................................
     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e) [  ]

................................................................................
     6.   Citizenship or Place of Organization:
            U.S.
................................................................................
  Number of     7.    Sole Voting Power: 484,746
   Shares       ................................................................
Beneficially    8.    Shared Voting Power:   --
  Owned by      ................................................................
    Each        9.    Sole Dispositive Power:  484,746
  Reporting     ................................................................
   Person       10.   Shared Dispositive Power:  --
    With        ................................................................

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person:
            484,746
................................................................................

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
          (See Instructions)

................................................................................

     13.  Percent of Class Represented by Amount in Row (11):
            3%
................................................................................

     14.  Type of Reporting Person
          CO
................................................................................

3 of 66

CUSIP No.  87944M107

     1.   Name of Reporting Person. S.S. or I.R.S. Identification No. of above
          persons (entities only)
            BGC Investments, LLC
................................................................................
     2.   Check the Appropriate Box if a Member of a Group
          (a)   [X]
          (b)   [ ]
................................................................................
     3.   SEC Use Only

................................................................................
     4.   Source of Funds:
            PF, 00
................................................................................
     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e) [  ]

................................................................................
     6.   Citizenship or Place of Organization:
            U.S.
................................................................................
  Number of     7.    Sole Voting Power:  62,500
   Shares       ................................................................
Beneficially    8.    Shared Voting Power:   --
  Owned by      ................................................................
    Each        9.    Sole Dispositive Power:  62,500
  Reporting     ................................................................
   Person       10.   Shared Dispositive Power:  --
    With        ................................................................

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person:
            62,500
................................................................................

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
          (See Instructions)

................................................................................

     13.  Percent of Class Represented by Amount in Row (11):
            0.003%
................................................................................

     14.  Type of Reporting Person
          CO
................................................................................

4 of 66

CUSIP No.  87944M107

     1.   Name of Reporting Person. S.S. or I.R.S. Identification No. of above
          persons (entities only)
            HARTFORD HOLDINGS, LTD.
            (non U.S. entity, Not U.S. Taxpayer)
................................................................................
     2.   Check the Appropriate Box if a Member of a Group
          (a)   [X]
          (b)   [ ]
................................................................................
     3.   SEC Use Only

................................................................................
     4.   Source of Funds:
            PF, 00
................................................................................
     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e) [  ]

................................................................................
     6.   Citizenship or Place of Organization:
            Cayman Islands, BWI
................................................................................
  Number of     7.    Sole Voting Power: 3,962,004
   Shares       ................................................................
Beneficially    8.    Shared Voting Power:   --
  Owned by      ................................................................
    Each        9.    Sole Dispositive Power:  3,962,004
  Reporting     ................................................................
   Person       10.   Shared Dispositive Power:  --
    With        ................................................................

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person:
            3,962,004
................................................................................

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
          (See Instructions)

................................................................................

     13.  Percent of Class Represented by Amount in Row (11):
           21%
................................................................................

     14.  Type of Reporting Person
          CO
................................................................................

5 of 66

CUSIP No.  87944M107

     1.   Name of Reporting Person. S.S. or I.R.S. Identification No. of above
          persons (entities only)
            IONIAN INVESTMENTS, LTD.
................................................................................
     2.   Check the Appropriate Box if a Member of a Group
          (a)   [X]
          (b)   [ ]
................................................................................
     3.   SEC Use Only

................................................................................
     4.   Source of Funds:
            PF, 00
................................................................................
     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e) [  ]

................................................................................
     6.   Citizenship or Place of Organization:
            Cayman Islands, BWI
................................................................................
  Number of     7.    Sole Voting Power: 750,000
   Shares       ................................................................
Beneficially    8.    Shared Voting Power:   --
  Owned by      ................................................................
    Each        9.    Sole Dispositive Power:  750,000
  Reporting     ................................................................
   Person       10.   Shared Dispositive Power:  --
    With        ................................................................

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person:
            750,000
................................................................................

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
          (See Instructions)

................................................................................

     13.  Percent of Class Represented by Amount in Row (11):
            4%
................................................................................

     14.  Type of Reporting Person
          CO
................................................................................

6 of 66

CUSIP No.  87944M107

     1.   Name of Reporting Person. S.S. or I.R.S. Identification No. of above
          persons (entities only)
            VINTAGE INVESTMENTS, LTD.
................................................................................
     2.   Check the Appropriate Box if a Member of a Group
          (a)   [X]
          (b)   [ ]
................................................................................
     3.   SEC Use Only

................................................................................
     4.   Source of Funds:
            PF, 00
................................................................................
     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e) [  ]

................................................................................
     6.   Citizenship or Place of Organization:
            Cayman Islands, BWI
................................................................................
  Number of     7.    Sole Voting Power: 1,725,000
   Shares       ................................................................
Beneficially    8.    Shared Voting Power:   --
  Owned by      ................................................................
    Each        9.    Sole Dispositive Power:  1,725,000
  Reporting     ................................................................
   Person       10.   Shared Dispositive Power:  --
    With        ................................................................

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person:
            1,725,000
................................................................................

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
          (See Instructions)

................................................................................

     13.  Percent of Class Represented by Amount in Row (11):
            9%
................................................................................

     14.  Type of Reporting Person
          CO
................................................................................

7 of 66

CUSIP No.  87944M107

     1.   Name of Reporting Person. S.S. or I.R.S. Identification No. of above
          persons (entities only)
            WYSE INVESTMENTS, LTD.
................................................................................
     2.   Check the Appropriate Box if a Member of a Group
          (a)   [X]
          (b)   [ ]
................................................................................
     3.   SEC Use Only

................................................................................
     4.   Source of Funds:
            PF, 00
................................................................................
     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e) [  ]

................................................................................
     6.   Citizenship or Place of Organization:
            Cayman Islands, BWI
................................................................................
  Number of     7.    Sole Voting Power: 500,000
   Shares       ................................................................
Beneficially    8.    Shared Voting Power:   --
  Owned by      ................................................................
    Each        9.    Sole Dispositive Power:  500,000
  Reporting     ................................................................
   Person       10.   Shared Dispositive Power:  --
    With        ................................................................

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person:
            500,000
................................................................................

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
          (See Instructions)

................................................................................

     13.  Percent of Class Represented by Amount in Row (11):
            3%
................................................................................

     14.  Type of Reporting Person
          CO
................................................................................

8 of 66

CUSIP No.  87944M107

     1.   Name of Reporting Person. S.S. or I.R.S. Identification No. of above
          persons (entities only)
            Michael L. Glaser/IRA ROLLOVER
................................................................................
     2.   Check the Appropriate Box if a Member of a Group
          (a)   [X]
          (b)   [ ]
................................................................................
     3.   SEC Use Only

................................................................................
     4.   Source of Funds:
            PF, 00
................................................................................
     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e) [  ]

................................................................................
     6.   Citizenship or Place of Organization:
            U.S.
................................................................................
  Number of     7.    Sole Voting Power: 603,521
   Shares       ................................................................
Beneficially    8.    Shared Voting Power:   --
  Owned by      ................................................................
    Each        9.    Sole Dispositive Power:  603,521
  Reporting     ................................................................
   Person       10.   Shared Dispositive Power:  --
    With        ................................................................

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person:
            603,521
................................................................................

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
          (See Instructions)

................................................................................

     13.  Percent of Class Represented by Amount in Row (11):
            3%
................................................................................

     14.  Type of Reporting Person
          OO (Individual Retirement Account)
................................................................................

9 of 66

CUSIP No.  87944M107

     1.   Name of Reporting Person. S.S. or I.R.S. Identification No. of above
          persons (entities only)
            William W. Becker
................................................................................
     2.   Check the Appropriate Box if a Member of a Group
          (a)   [X]
          (b)   [ ]
................................................................................
     3.   SEC Use Only

................................................................................
     4.   Source of Funds:
            PF, 00
................................................................................
     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e) [  ]

................................................................................
     6.   Citizenship or Place of Organization:
            Canada
................................................................................
  Number of     7.    Sole Voting Power: 87,500
   Shares       ................................................................
Beneficially    8.    Shared Voting Power:   --
  Owned by      ................................................................
    Each        9.    Sole Dispositive Power:  87,500
  Reporting     ................................................................
   Person       10.   Shared Dispositive Power:  --
    With        ................................................................

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person:
            --
................................................................................

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
          (See Instructions)

................................................................................

     13.  Percent of Class Represented by Amount in Row (11):
            .006%
................................................................................

     14.  Type of Reporting Person
          IN
................................................................................

10 of 66

CUSIP No.  87944M107

     1.   Name of Reporting Person. S.S. or I.R.S. Identification No. of above
          persons (entities only)
            Michael Lance Glaser
................................................................................
     2.   Check the Appropriate Box if a Member of a Group
          (a)   [X]
          (b)   [ ]
................................................................................
     3.   SEC Use Only

................................................................................
     4.   Source of Funds:
            PF, 00
................................................................................
     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e) [  ]

................................................................................
     6.   Citizenship or Place of Organization:
            United States
................................................................................
  Number of     7.    Sole Voting Power: 1,420,054
   Shares       ................................................................
Beneficially    8.    Shared Voting Power:   --
  Owned by      ................................................................
    Each        9.    Sole Dispositive Power:  1,420,054
  Reporting     ................................................................
   Person       10.   Shared Dispositive Power:  --
    With        ................................................................

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person:
             1,420,054
................................................................................

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
          (See Instructions)

................................................................................

     13.  Percent of Class Represented by Amount in Row (11):
            8%
................................................................................

     14.  Type of Reporting Person
          IN
................................................................................

11 of 66

CUSIP No.  87944M107

     1.   Name of Reporting Person. S.S. or I.R.S. Identification No. of above
          persons (entities only)
            MICHAEL J. TRACY
................................................................................
     2.   Check the Appropriate Box if a Member of a Group
          (a)   [X]
          (b)   [ ]
................................................................................
     3.   SEC Use Only

................................................................................
     4.   Source of Funds:
            PF, 00
................................................................................
     5.   Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
          2(d) or 2(e) [  ]

................................................................................
     6.   Citizenship or Place of Organization:
            U.S.
................................................................................
  Number of     7.    Sole Voting Power: 4,885,504
   Shares       ................................................................
Beneficially    8.    Shared Voting Power:   --
  Owned by      ................................................................
    Each        9.    Sole Dispositive Power:  4,885,504
  Reporting     ................................................................
   Person       10.   Shared Dispositive Power:  --
    With        ................................................................

     11.  Aggregate Amount Beneficially Owned by Each Reporting Person:
            4,885,504
................................................................................

     12.  Check if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
          (See Instructions)

................................................................................

     13.  Percent of Class Represented by Amount in Row (11):
            26%
................................................................................

     14.  Type of Reporting Person
          IN
................................................................................

12 of 66

SCHEDULE 13D
ITEM 1

Security and Issuer

The class of equity securities to which Schedule 13D relates is the Common Stock, $0.001 par value (the “Common Stock”) of Telemetrix, Inc. (the “Issuer” or “Telemetrix”), a Delaware corporation. The address of Telemetrix’s principal executive offices is 1225 Sage Street, Gering, Nebraska 69341.

SCHEDULE 13D
ITEM 2

Identity and Background

This Schedule 13D is being filed on behalf of the following persons (“Reporting Persons”) who together may constitute a group under the meaning of Rule 13d-5 of the Securities Exchange Act of 1934 (the “Act”): Adara Investments, Ltd. (“Adara”), a Cayman Islands, British West Indies corporation; William W. Becker; Becker Capital Management, LLC (“BCM”), a Colorado limited liability company; BGC Investments, Inc. (“BGC”), a Delaware corporation; Michael L. Glaser; Ionian Investments, Ltd. (“Ionian”), a Cayman Islands, British West Indies corporation; Vintage Investments, Ltd. (“Vintage”), a Cayman Islands, British West Indies corporation; Wyse Investments, Ltd. (“Wyse”), a Cayman Islands, British West Indies corporation; Michael L. Glaser IRA Rollover, an individual retirement account (“IRA”) directed by Michael L. Glaser; Wells Fargo Bank FBO Michael L. Glaser IRA Rollover (“MLG IRA Rollover Account”), an IRA rollover account directed by Michael L. Glaser; Michael J. Tracy; and Hartford Holdings, Ltd. (“Hartford”{), a Cayman Islands, British West Indies corporation.

Adara is a Cayman Islands, British West Indies corporation headquartered in Georgetown, Grand Cayman Island, British West Indies.

BGM is a Colorado limited liability company which is headquartered at Longmont, Colorado.

BGC is a Delaware corporation headquartered in Longmont, Colorado.

Hartford is a Cayman Islands, British West Indies corporation headquartered in Georgetown, Grand Cayman Island, British West Indies.

Ionian is a Cayman Islands, British West Indies corporation headquartered in Georgetown, British West Indies.

Vintage is a Cayman Islands, British West Indies corporation headquartered in Georgetown, British West Indies.

Wyse is a Cayman Islands, British West Indies corporation headquartered in Georgetown, British West Indies.

Michael L. Glaser IRA Rollover and MLG IRA Rollover Account are individual retirement accounts directed by Michael L. Glaser and located in Denver, Colorado.

William W. Becker is a citizen of Canada, and his principal residential address is Bay Road, Georgetown, Grand Cayman Island, British West Indies.

Michael L. Glaser is a citizen of the United States and his residential address is 2324 South Jackson Street, Denver, Colorado 80210.

Michael J. Tracy is a citizen of the United States, and his residential address is 731 East 38^th Street, Scotts Bluff, Nebraska 69361.

13 of 66

William W. Becker is not employed. Michael L. Glaser is employed as an attorney in Denver, Colorado. Michael J. Tracy is employed as the executive vice president and acting chief financial officer of Telemetrix.

During the last five years, none of the Reporting Persons, or any of the officers or directors of any of the Reporting Persons, or, to the knowledge of the Reporting Persons, any person with whom any of the Reporting Persons share voting or dispositive power with respect to Common Stock of Telemetrix (there is no such sharing of voting or dispositive power) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

SCHEDULE 13D
ITEM 3

Source of Amount of Funds or Other Consideration

Ardara Investments, Ltd. (“Ardara”) owns 750,000 shares of Common Stock of Telemetrix, Inc. Ardara has sole voting and dispositive power over these shares.

Becker Capital Management, LLC (“BCM”) owns 484,746 shares of Common Stock of Telemetrix, Inc. BCM has sole voting and dispositive power over these shares.

William W. Becker (“Becker”) owns 87,500 shares of Common Stock of Telemetrix, Inc. Becker has sole voting and dispositive power over these shares.

BGC Investments, LLC (“BGC”) owns 62,500 shares of Common Stock of Telemetrix, Inc. BGC has sole voting and dispositive power over these shares.

Michael L. Glaser (“Glaser”) owns 816,533 shares of Common Stock of Telemetrix, Inc. Glaser has sole voting and dispositive power over these shares.

Michael L. Glaser IRA Rollover (“MLG IRA”) owns 200,000 shares of Common Stock of Telemetrix, Inc. MLG IRA is directed by Glaser, who has sole voting and dispositive power over these shares.

Wells Fargo Bank FBO Michael L. Glaser IRA Rollover (“WFB-MLG IRA Rollover”) owns 403,521 shares of Common Stock of Telemetrix, Inc. WFB-MLG IRA Rollover, directed byGlaser, has sole voting and dispositive power over these shares.

Hartford Holdings, Ltd. (“Hartford”) owns 6,960,004 shares of Common Stock of Telemetrix, Inc. Hartford has sole voting and dispositive power over these shares. Becker is the authorized representative of Hartford, and has the power to vote these shares on behalf of Hartford.

Ionian Investments, Ltd. (“Ionian”) owns 750,000 shares of Common Stock of Telemetrix, Inc. Ionian has sole voting and dispositive power over these shares. Becker is the authorized representative of Ionian and has the power to vote these shares on behalf of Ionian.

Michael J. Tracy (“Tracy”) owns 4,885,504 shares of Common Stock of Telemetrix, Inc. Tracy has sole voting and dispositive power over these shares.

Vintage Investments, Ltd. (“Vintage”) owns 1,725,000 shares of Common Stock of Telemetrix, Inc. Vintage has sole voting and dispositive power over these shares. Larry E. Becker is the authorized representative of Vintage, and has the power to vote these shares on behalf of Vintage.

Wyse Investments, Ltd. (“Wyse”) owns 500,000 shares of Common Stock of Telemetrix, Inc. Wyse has sole voting and dispositive power over these shares. William W. Becker is the authorized representative of Wyse, and has the power to vote these shares on behalf of Wyse.

14 of 66

Each of the above-named persons or entities acquired their shares of Common Stock in Telemetrix, Inc. for cash or through the exchange of shares of Common Stock of unrelated third companies in a reorganization of Telemetrix, Inc. which occurred in April 1999, or through the conversion of debt owed to them by Telemetrix, Inc. into shares of Common Stock of Telemetrix, Inc.

SCHEDULE 13D
ITEM 4

Purpose of Transaction

On October 1, 2003, and October 1, 2003, November 19, 2003, and January 14, 2004, Telemetrix, Inc. (“Telemetrix”) entered into certain agreements with Tower Gate Financial Limited and its affiliate NYSSEN LP, both located in London, England (the “UK Group”), wherein the UK Group made various financial commitments to Telemetrix and adopted certain business plans that the Reporting Persons expected to be in the best interest of Telemetrix. The Reporting Persons now believe that those commitments are in default, that the UK Group has developed business plans that are not in the best interests of Telemetrix, and to that end, through the UK Group’s designee on Telemetrix’s Board of Directors, Patrick Kealy, has attempted to add various persons who are also designees of the UK Group to Telemetrix’s Board of Directors, in violation of both Delaware law and Telemetrix’s By-Laws. On August 10, 2004, two of the Reporting Persons sent a letter to Mr. Kealy regarding his actions, but Mr. Kealy has not responded to this letter.

As a result of the perceived failures of the UK Group, the Reporting Persons are disappointed with the performance of Telemetrix under Mr. Kealy’s guidance as a director (and chairman), Telemetrix’s stock price, and further, are concerned that Telemetrix may be declared in default of various obligations.

The Reporting Persons own 14,627,308 shares of Telemetrix common stock which is approximately 79% of Telemetrix’s issued and outstanding stock. Only one class of shares has been issued.

By Written Consent Action dated September 7, 2004 (a copy of which is attached hereto as Exhibit 1), the Reporting Persons in their capacity as shareholders have taken action in accordance with the Delaware General Corporation law, to remove all existing directors and to elect the following three individuals as the directors of the Company: William W. Becker, Michael J. Tracy and Gary R. Brown. In accordance with Rule 14c-5 of the SEC, the Reporting Persons filed with the SEC a Preliminary Form 14C reflecting the Written Consent Action and the proposed notice thereof to be mailed to shareholders upon such notice becoming effective (the “14C Filing”); the Written Consent Action will become effective twenty (20) days after its mailing to Telemetrix’s shareholders which mailing will take place upon the 14C Filing’s becoming effective. The Reporting Parties anticipate the mailing will take place on or about September 18, 2004. The Reporting Persons have requested that Telemetrix’s Board retain outside litigation counsel to review Telemetrix’s agreements with the UK Group and determine whether legal action is appropriate after due investigation.

Although no other courses of action have presently been decided upon, the Reporting Persons are considering, among other things, (i) holding discussions with third parties or with members of the management or the Board of Telemetrix in which the Reporting Persons may suggest or take a position with respect to potential changes in the operations, management or business of Telemetrix as a means of enhancing shareholder value, (ii) seeking the addition to the members of the Board of Telemetrix, (iii) nominating their own candidates to be elected to Telemetrix’s Board at the next annual meeting of Shareholders of Telemetrix, (iv) other than as reflected in the 14C Filing, further changes in the Board, or (v) acquiring additional shares of Telemetrix.

15 of 66

Except as set forth above, the Reporting Persons have not, at this time, decided upon any other plans or proposals which relate to or would result in (i) the acquisition or disposition by any person of securities of Telemetrix, (ii) any extraordinary corporate transaction such as a merger, reorganization or liquidation involving Telemetrix or any of its subsidiaries, (iii) any sale or transfer of a material amount of the assets of Telemetrix or any of its subsidiaries, (iv) other than as outlined above, any change in the present board of directors or management of Telemetrix, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board, (v) any other material change in the present capitalization or dividend policy of Telemetrix, (vi) any other material change in Telemetrix’s business or corporate structure, (vii) any changes in Telemetrix’s charter or by-laws which may impede the acquisition or control of Telemetrix by any person, (viii) the Common Stock being delisted or becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or (ix) any action similar to any of those enumerated above.

Nevertheless, the Reporting Persons reserve the right to take any and all actions with respect to Telemetrix or its equity securities as may be permitted by law.

SCHEDULE 13D
ITEM 5

Interest in Securities of the Issuer

Ardara Investments, Ltd. (“Ardara”); William W. Becker; Becker Capital Management, LLC (“BCM”); BGC Investments, Inc. (“BGC”); Michael L. Glaser; Ionian Investments, Ltd. (“Ionian”); Vintage Investments, Ltd. (“Vintage”); Wyse Investments, Ltd. (“Wyse”); Michael L. Glaser IRA Rollover; Michael J. Tracy; Wells Fargo Bank FBO Michael L. Glaser IRA Rollover; and Hartford Holdings, Ltd. (“Hartford”), together may constitute a group within the meaning of Rule 13d-5 of the Securities Exchange Act of 1934, as amended (the “Act”). These persons, as a group, may be deemed to own 14,627,308 shares of Common Stock of Telemetrix, Inc. (“Telemetrix”), which constitutes approximately 79% of the outstanding shares of Common Stock of Telemetrix based on 18,476,186 shares of Common Stock outstanding on September 7, 2004. The following represents a table reflecting the number of shares owned by each of the Reporting Persons who may constitute a group within the meaning of Rule 13d-5 of the Act, together with the number of shares each of the Reporting Persons owns. Each of the Reporting Persons has the sole power to vote, or to direct the vote of the number of shares they own as shown in the table, and sole power to dispose or to direct the disposition of the number of shares of Common Stock shown in the table.

SHAREHOLDER ID	NAME OF SHAREHOLDER	NUMBER OF SHARES
001029	Ardara Investments, Ltd.	750,000
001040	Becker Capital Management, LLC	484,746
000614	William W. Becker	87,500
000594	BGC Investments, LLC	62,500
000534	Michael L. Glaser	816,533
000575	Michael L. Glaser IRA Rollover	200,000
000538	Hartford Holdings, Ltd.	3,962,004
001030	Ionian Investments, Ltd.	750,000
000563	Michael J. Tracy	4,885,504
000539	Vintage Investments, Ltd.	1,725,000
000990	Wells Fargo Bank FBO Michael L. Glaser IRA Rollover	403,521
001028	Wyse Investments, Ltd.	500,000
	Total	14,627,308

16 of 66

SCHEDULE 13D
ITEM 6

Contrast, Arrangements, Understanding of Relationships
With Respect to Securities of the Issuer

There are no contracts, arrangements, understandings and relationships among the persons named in Item 2 and between such persons and any person with respect to any securities of the issuer, Telemetrix, Inc., including but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, or the giving or withholding of proxies.

SCHEDULE 13D
ITEM 7

Material to be Filed as Exhibits

1. Written Consent Action; and

2. Joint Filing Agreement (Pursuant to Rule 13d-1(f) ).

17 of 66

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the Reporting Persons certifies that the information set forth in this statement is true, complete and correct and is signed on its behalf hereunto duly authorized.

ARDARA INVESTMENTS, LTD.

By: /s/ William W. Becker
Authorized Agent

BECKER CAPITAL MANAGEMENT, LLC

By: /s/ Larry E. Becker
Manager

WILLIAM W. BECKER

By: /s/ William W. Becker
William W. Becker

BGC INVESTMENTS, INC.

By: /s/ Larry E. Becker
President

MICHAEL L. GLASER

By: /s/ Michael L. Glaser
Michael L. Glaser

MICHAEL L. GLASER IRA ROLLOVER

By: /s/ Michael L. Glaser
Michael L. Glaser

IONIAN INVESTMENTS, LTD.

By: /s/ William W. Becker
Authorized Agent

MICHAEL J. TRACY

By: /s/ Michael J. Tracy
Michael J. Tracy

VINTAGE INVESTMENTS, LTD.

By: /s/ Larry E. Becker
Authorized Agent

WELLS FARGO BANK FBO MICHAEL L.
GLASER IRA ROLLOVER

By: /s/ Michael L. Glaser
Michael L. Glaser

WYSE INVESTMENTS, LTD.

By: /s/ William W. Becker
Authorized Agent

HARTFORD HOLDINGS LTD.

By: /s/ William W. Becker
Authorized Agent

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

18 of 66

EXHIBIT 1

August 27, 2004

Richard L. West, Secretary
Telemetrix, Inc.
245 Park Avenue
New York, New York 10167

Re:

Telemetrix, Inc. Special Meeting of Shareholders

Dear Mr. West:

We, the undersigned shareholders of Telemetrix, Inc. (“Telemetrix”), constitute the holders of a majority of the shares of common voting stock of record of Telemetrix, who would be entitled to vote their shares on matters appropriate for a vote of Telemetrix’s shareholders at a Special Meeting of shareholders, if such a meeting were held on the day you receive this letter (the “Undersigned”), hereby demand, pursuant to § 211 of the Delaware Code, 8 Del. C. § 211 and Section 1.2 of the Bylaws of Telemetrix, that you call a Special Meeting of shareholders of Telemetrix to be held on Tuesday, September 28, 2004 at 1225 Sage, Gering, Nebraska 69341, to commence at 11:00 A.M., Mountain Daylight Time, for the following purposes and to vote on the following matters:

1. The removal of Patrick Kealy as a director; and

2. The election of Gary R. Brown as a director.

The Undersigned hold and are entitled to vote without any restrictions, the following number of shares of common stock of Telemetrix as indicated in the following table:

SHAREHOLDER ID	NAME OF SHAREHOLDER	NUMBER OF SHARES
001029	Ardara Investments, Ltd.	750,000
001040	Becker Capital Management, LLC	484,746
000614	William W. Becker	87,500
000594	BGC Investments, LLC	62,500
000534	Michael L. Glaser	816,533
000575	Michael L. Glaser IRA Rollover	200,000
000538	Hartford Holdings, Ltd.	3,962,004
001030	Ionian Investments, Ltd.	750,000
000563	Michael J. Tracy	4,885,504
000539	Vintage Investments, Ltd.	1,725,000
000990	Wells Fargo Bank FBO Michael L. Glaser IRA Rollover	403,521
001028	Wyse Investments, Ltd.	500,000
	Total	14,627,308

Page 19 of 66

Richard L. West, Secretary, Telemetrix, Inc.
August 27, 2004
Page 2

Based on the latest Annual Report Form 10K for the period ending December 31, 2003, and the Quarterly Report on Form 10Q for the quarter ended March 31, 2004, filed by Telemetrix with the U.S. Securities and Exchange Commission (“SEC”), Telemetrix has 18,476,186 issued and outstanding shares of common voting stock. As shown above, the Undersigned, hold and are entitled to vote without any restrictions, a total of 14,627,308 shares of the issued and outstanding shares of Telemetrix’s common voting stock, or approximately 79% of Telemetrix’s outstanding shares of common voting stock.

The Undersigned demand that you issue Notice of Special Shareholders Meeting (the “Notice”) to the shareholders of record of Telemetrix using the latest available shareholders’ list, prepared by Telemetrix’s Transfer Agent, Computer Share Investment Services, Lakewood, Colorado, dated as of July 14, 2004, a copy of which we enclose for your convenience. The Undersigned further demand that you include in the Notice the place, date and time as set forth above, the means of remote communications by which shareholders and proxy holders may be deemed to be present in person and vote at such Special Meeting, and the purposes for which the meeting is called. We also enclose a form of a proxy (“Proxy”) which we demand that you use to prepare a final Proxy and include it with the Notice. As you will note from your review of § 211 of the Delaware Code and especially Section 1.2 of the By-Laws of Telemetrix, and as we have been advised, you have no discretion in your response to this demand. As the corporate secretary of Telemetrix, you shall call the Special Shareholders’ Meeting based on this demand. We enclose for your convenience a copy of § 211 of the Delaware Code and Section 1.2 of the By-Laws of Telemetrix which permit the Undersigned to require you to call a Special Meeting of Telemetrix’s shareholders.

The Undersigned demand that you coordinate the preparation and mailing of the Notice and Proxy, in compliance with Delaware law and the By-Laws of Telemetrix, with the following Telemetrix shareholder: Michael J. Tracy. Mr. Tracy can be reached at:

Post Office Box 17
Gering, Nebraska 69361
Office: 308.436.4090
Fax: 308.436.7101
Email: michael.tracy@tlxt.net

Very truly yours,

ARDARA INVESTMENTS, LTD.

By: /s/ William W. Becker
Authorized Agent

BECKER CAPITAL MANAGEMENT, LLC

By: /s/ Larry E. Becker
Manager

Page 20 of 66

Richard L. West, Secretary, Telemetrix, Inc.
August 27, 2004
Page 3

WILLIAM W. BECKER

By: /s/ William W. Becker
William W. Becker

BGC INVESTMENTS, INC.

By: /s/ Larry E. Becker
President

MICHAEL L. GLASER

By: /s/ Michael L. Glaser
Michael L. Glaser

MICHAEL L. GLASER IRA ROLLOVER

By: /s/ Michael L. Glaser
Michael L. Glaser

IONIAN INVESTMENTS, LTD.

By: /s/ William W. Becker
Authorized Agent

MICHAEL J. TRACY

By: /s/ Michael J. Tracy
Michael J. Tracy

VINTAGE INVESTMENTS, LTD.

By: /s/ Larry E. Becker
Authorized Agent

WELLS FARGO BANK FBO MICHAEL L.
GLASER IRA ROLLOVER

By: /s/ Michael L. Glaser
Michael L. Glaser

WYSE INVESTMENTS, LTD.

By: /s/ William W. Becker
Authorized Agent

HARTFORD HOLDINGS LTD.

By: /s/ William W. Becker
Authorized Agent

Page 21 of 66

Page 22 of 66

Page 23 of 66

Page 24 of 66

Page 25 of 66

Page 26 of 66

Page 27 of 66

Page 28 of 66

Page 29 of 66

Page 30 of 66

Page 31 of 66

Page 32 of 66

Page 33 of 66

Page 34 of 66

Page 35 of 66

Page 36 of 66

Page 37 of 66

Page 38 of 66

Page 39 of 66

Page 40 of 66

Page 41 of 66

Page 42 of 66

Page 43 of 66

Page 44 of 66

Page 45 of 66

Page 46 of 66

Page 47 of 66

Page 48 of 66

Page 49 of 66

Page 50 of 66

Page 51 of 66

Page 52 of 66

Page 53 of 66

Page 54 of 66

Page 55 of 66

Page 56 of 66

Page 57 of 66

Page 58 of 66

Section DeLC. ss. 211

DELAWARE CODE ANNOTATED
TITLE 8. CORPORATIONS
CHAPTER 1. GENERAL CORPORATION LAW
SUBCHAPTER VII. MEETINGS, ELECTIONS, VOTING AND NOTICE

§ 211 Meetings of stockholders.

(a)(1) Meetings of stockholders may be held at such place, either within or without this State as may be designated by or in the manner provided in the certificate of incorporation or bylaws, or if not so designated, as determined by the board of directors. If, pursuant to this paragraph or the certificate of incorporation or the bylaws of the corporation, the board of directors is authorized to determine the place of a meeting of stockholders, the board of directors may, in its sole discretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized by paragraph (a)(2) of this section.

(2) If authorized by the board of directors in its sole discretion, and subject to such guidelines and procedures as the board of directors may adopt, stockholders and proxyholders not physically present at a meeting of stockholders may, by means of remote communication:

a. Participate in a meeting of stockholders; and

b. Be deemed present in person and vote at a meeting of stockholders, whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (i) the corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (ii) the corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (iii) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the corporation.

(b) Unless directors are elected by written consent in lieu of an annual meeting as permitted by this subsection, an annual meeting of stockholders shall be held for the election of directors on a date and at a time designated by or in the manner provided in the bylaws. Stockholders may, unless the certificate of incorporation otherwise provides, act by written consent to elect directors; provided, however, that, if such consent is less than unanimous, such action by written consent may be in lieu of holding an annual meeting only if all of the directorships to which directors could be elected at an annual meeting held at the effective time of such action are vacant and are filled by such action. Any other proper business may be transacted at the annual meeting.

(c) A failure to hold the annual meeting at the designated time or to elect a sufficient number of directors to conduct the business of the corporation shall not affect otherwise valid corporate acts or work a forfeiture or dissolution of the corporation except as may be otherwise specifically provided in this chapter. If the annual meeting for election of directors is not held on the date designated therefor or action by written consent to elect directors in lieu of an annual meeting has not been taken, the directors shall cause the meeting to be held as soon as is convenient. If there be a failure to hold the annual meeting or to take action by written consent to elect directors in lieu of an annual meeting for a period of 30 days after the date designated for the annual meeting, or if no date has been designated, for a period of 13 months after the latest to occur of the organization of the corporation, its last annual meeting or the last action by written consent to elect directors in lieu of an annual meeting, the Court of Chancery may summarily order a meeting to be held upon the application of any stockholder or director. The shares of stock represented at such meeting, either in person or by proxy, and entitled to vote thereat, shall constitute a quorum for the purpose of such meeting, notwithstanding any provision of the certificate of incorporation or bylaws to the contrary. The Court of Chancery may issue such orders as may be appropriate, including, without limitation, orders designating the time and place of such meeting, the record date for determination of stockholders entitled to vote, and the form of notice of such meeting.

Page 59 of 66

(d) Special meetings of the stockholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.

Ce) All elections of directors shall be by written ballot unless otherwise provided in the certificate of incorporation; if authorized by the board of directors, such requirement of a written ballot shall be satisfied by a ballot submitted by electronic transmission, provided that any such electronic transmission must either set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the stockholder or proxy holder.

(8 Del. C. 1953, ss. 211; 56 Del. Laws, c. 50; 56 Del. Laws, c. 186, ss. 12; 63 Del. Laws, c. 25, ss. 4; 71 Del. Laws, c. 120, ss.~ 12, 13; 72 Del. Laws, c. 343, ss.~ 7, 8.)

(General Materials (GM) - References, Annotations, or Tables)

NOTES, REFERENCES, AND ANNOTATIONS

Cross-references. -- As to stockholders' meetings of state banks and trust companies, see ss. 743 of Title 5.

Revisor's note. -- Section 20 of 72 Del. Laws, C. 343, provides: "This act shall become effective July 1, 2000."

Effect of amendments. -- 72 Del. Laws, c. 343, rewrote (a) and (e).

Delaware corporation law requires that an annual meeting of stockholders must be held for the election of directors. Tweedy, Browne &, Knapp v. Cambridge Fund, Inc., Del. Ch., 318 A.2d 635 (1974); Saxon Indus., Inc. v.N KFW.Partners, Del. Supr., 488 A.2d 12 98 (19[128] 4). Mandate of subsection (b) of this section is that an annual meeting of stockholders "shall be held for the election of directors" and alternative procedures are provided to assure that there is corporate compliance therewith. Coaxial Communications, Inc. v. CNA Fin. Corp., Del. Supr., 367 A.2d 994 (1976). In the absence of certificate provisions providing otherwise, directors, including those designated by a special class of stock, must be elected annually pursuant to this section. Insitulorm of N. Am., Inc. v. chandler, Pe!. Ch.,534i,, .2d 2..51(198fl.

Purpose of this section is to provide relief to a stockholder who makes a showing that a meeting to elect directors has not been held for more than 13 months. Coaxial Communications, Inc. v. CNA Fin. corp., Del. Supr., 367 A.2d 994. (1976).

No distinction between stockholders. -- This section does not distinguish between large and small stockholders, nor between those in accord with and those in opposition to existing management. Each has the right to invoke judicial aid to compel compliance with this section Coaxial Communications Inc. `i. CNAFin. Corp., DeP..Supr., 36.7 A.20 994(1976).

No right of shareholder to insist that meeting be held at particular time. -- While the right of a shareholder to compel an annual meeting under this section may be virtually absolute, a shareholder has no similar right to insist that it be held at any particular time. Savin Bus. M~achs., Corp. V. Rapifax Corp., Del. Ch., 375 A.2d 469 (1977).

Page 60 of 66

Discretion of court. -- The timing of the mandated meeting clearly falls within the discretionary authority of the court. Savinus. Machs,,Corp.v..Rapifax Corp, Del. CH, 375 AA.2d 469 (1977). The use of the term "may summarily order" in subsection (c) of this section obviously reposes a discretion in the court to be exercised in light of the existing circumstances. Savin Bus. Machs. Corp. v. Rapifax Corp., Del. Ch., 375 A.2d 469 (1977); Hoschett v. TSI Int'l Software, LTD., Del. Ch., 683 A.2d 43 (1996). Although satisfying the statutory elements for relief, the court refused to order an annual meeting because of the shareholders' plan to make an `end run" around federal rules and regulations governing public trading of securities. Clabault v. Caribbean Select, Inc., Del. Ch., 805 A.2d 913 (2002).

Postponement of annual meeting. -- The business judgment rule does not confer any presumption of propriety on the acts of the directors in postponing an annual meeting. Aprahamian v. HBO & Co., Del. Ch., 531 A.2d 1204 (1987). A board's decision to defer the annual meeting to a later time in conformity with the company's bylaws and this section is not a decision that threatens the legitimacy of the electoral process and the propriety of such decision is to be measured by the permissive business judgment form of review. Stahl v. Apple Bancorp, Inc., Del. rh., 579 A.2d 1115 (1990).
The action of deferring the company's annual meeting because of a proposed proxy contest where no meeting date has yet been set and no proxies solicited did not impair or impede the effective exercise of the corporate franchise; thus, the majority shareholder had no legal right to compel the holding of the company's annual meeting. Stahj v, Appie. Bapcorp, .~pc., Del. Ch., 579 A.2d 1115(1990).

Acquiescence to practice of not holding meetings. — Mere acquiescence in the failure to hold earlier meetings, or indeed actual connivance to avoid earlier meetings, ought not deprive shareholders generally of the right to elect directors at an annual meeting. Speiser v. Baker, Del 525 A.2d 1001 (1987).

Written consents insufficient. -- The mandatory requirement that an annual meeting of shareholders be held is not satisfied by shareholder action by written consents pursuant to ss. 228 of this title. Hoschett v. TSI Int'l Software, LTD., Del. Ch., 683 A.2d 43 (1996).

Call for meeting issued by de facto officer is valid call, provided of course it would be if the officer were a de jure one. Moon v. Moon Motor Car Co., 17 Del. Ch. 176, 151A. 298 (1930).

Special shareholder meeting. -- Bylaw amendment extending from 35 to 60 the minimum time period for calling a shareholder-initiated special meeting to remove the board of directors in response to a hostile takeover threat was a reasonable response since earlier meeting could have threatened shareholders' interest in making an informed decision about a possible merger and since the response was proportionate to the threat as it only delayed but did not preclude a shareholder vote. Kidsco Inc. v. Dinsrnore, Del.Ch., .674. A.2d 483.,(i.995).

Stockholders may elect chairperson, other than the president, whenever they deem it necessary to do so. Duffy,v. Loft, Inc., 17 Del. ch! 37~,,.152. A. 849(1930). The presence of a corporation's president ready and willing to preside cannot be said to oust the stockholders of their right to choose a chairperson on any such theory that the president's presence makes such choice unnecessary, when the bylaws give the stockholders the right to choose a chairperson. Duffy v. Loft, Irc., 17.DeL Ch. 1,4Q, 151 A. 223(1930), aff'd, 17 Del. ~ (1930),.

Motion for election of chairperson may be made by stockholder. -- When the corporation president refuses to put the motion to elect a chairperson for the stockholders' meeting to a vote, the stockholders can resort to a vote on the motion when put to them by one of their fellows. Duffy,,v. Loft, Inc., 17 Del. Ch. 140, 151 A. 223 (1930), aff'd, 17 Del. Ch. 376, 152 A. 849 (1930).

And choice may be made by voice vote or ballot. -- When the stockholders have the right to choose a chairperson, the choice may be made by a viva voce vote rather than by a vote of shares and by ballot, if the bylaws contain a provision which so provides. Duffy v. Loft, inc., 17 Del. Ch. 140, 151

Page 61 of 66

A. 223 (1930), aff'd, 17 Del. Ch. 376, 152 A. 849 (1930).

Change of control. -- The objection to holding a stockholders' meeting -- that one person will likely be voted out of office as a director and the company will fall under the complete domination of another -- would not be a reason to enjoin the meeting and cannot be a reason to excuse compliance with subsection (b). Speiser v. Baker, Del. Ch., 525 A.2d 1001 (1987).

Notice need not be given as to proposed resolutions. -- It was not necessary that advance notice of the proposed resolutions to be voted upon at an annual stockholders' meeting be set forth. Gottlieb V. McKee, 34 Del. Ch. 537, 107 A.2d 240(1954).

Duty of Court to ensure that meeting and election are prompt. -- The spirit of subsection (c) of this section indicates that where more than 13 months have elapsed without a meeting of shareholders to elect directors and application is made by a shareholder for Court intervention because of this, the Court has a duty to make sure that such a meeting and election take place as promptly as possible. Normally this can only be guaranteed by the entry of an order fixing a definite date for the event to take place. Tweedy, Browne & Knapp v. Cambridge Fund, Inc., Del. Ch., 318 A.2d 635 (1974). Stockholder's request for a summary judgment compelling a company to hold an annual stockholder's meeting pursuant to this section was granted, where the company failed to take reasonable steps to hold a meeting within 13 months of the last meeting; the fact that the company set a date for the meeting within the 13 month period did not satisfy the statutory requirements, as the meeting had to actually be held within the 13 month period. MFC Bancorp LTD v. Equidyne Corp., Del. Ch., -- A.2d --(Aug. 13, 2003).

Prima fade case for relief under this section was made by plaintiff because it proved that: (1) Plaintiff is a stockholder of defendant; and (2) there had not been a meeting of stockholders for election of directors during a period of more than 13 months. coaxial Communications, Inc. y., .cNA Fin. Corp., Del. Supr., 367 A.2d 994 (1976); Saxon Indus., Inc. v. NKFW Partners, Del. Supr., 488 A.2d 1298 (1984).

Not all delays in holding annual meeting are necessarily inexcusable, and certainly if there are mitigating circumstances explaining the delay or failure to act, they can be considered in fixing the time of the meeting or by such other "appropriate" order. ~ Browne & Knapp v. Cambridge Fund, inc., Del. Ch., 318 A.2d 635 (1974).

Directors may convene meeting if annual meeting is not held. -- If no annual meeting is held for the election of directors, the directors in office can nevertheless convene a meeting for the election. In re Tonopab United Water Co.,. 16 Del. Ch.26, 139 ~ When it becomes evident that the annual meeting cannot possibly be held in obedience to the bylaws of the company, the board of directors can proceed to call the meeting for another date, and their act in so doing does not amount to an attempted change of the annual meeting date. Inre Tonopah United Water Co., 16 Del. Ch. 26, 139i, 762 (1927).

Receiver for stockholder may act. -- When a receiver has a valid order of appointment by the United States District Court wherein the receiver is given broad powers of management of corporate affairs, there can be no question about such receiver's authority to proceed with an action under this section. Prickett v. American Steel & Pump Corp., Del.,, c,h., 251 A.2d .576 (1969).
Where a receiver for a majority stockholder makes out a prima facie case both as to status under this section and as to his or her right to relief, the court cannot deny him or her relief based upon what is in its essence a collateral attack upon the receiver's authority and status as receiver. Prickett v,., American Steel & Pump Corp., Del. Ch., 251 A.2d 576 (1969).

Special elections for newly created director positions are not prevented. -- Statutory provisions referring to an annual meeting for the purpose of electing directors pertain to regular elections and were not meant to prevent a special election for newly created positions. Burr v. Burr Corp., Del. Ch., 291 A.2d 409(1972).

Right to select directors during insolvency. -- Where the corporation remains in control of its affairs while undergoing reorganization pursuant to the Bankruptcy Code, insolvency does not divest the stockholders of their right to elect directors. Saxon Indus., Inc. v. NKFW Partners, Del. Supr., 488 A.2d 1298 (i984).

Page 62 of 66

Courts try to sustain conclusiveness of stockholder meetings. -- Where an extensive campaign has been carried on by rival groups for the votes of stockholders and the arguments pro and con have been made, the parties interested should submit to a count and let the majority prevail, so that the court should indulge in every reasonable intendment in favor of the conclusiveness of the meeting. Duffy v. Loft, Inc., 17 Del. Ch. .140, 151 A. 223 (1930), aff'd, 17 Del. Ch., 376, 152 A. 849 (1930).

When election has been validly held Court cannot order another one. -- When an election has in fact been held either on the day designated by the bylaws, or at some other day prior to the application to the Court of Chancery under this section, then the Court of Chancery has no power to order an election. Schultz v,Commonw,ea1,~h Mt,g. Co., l2Del. Ch. 104, 107 A. 774 (1919); inre To,no,pah United Water Co., 16 Del,. ~h. 26, 139 A.~ 762 (1927).

Master to conduct meeting not appointed. -- Where plaintiff stockholders have sought judgment on the pleadings, and where there was nothing alleged in the complaint which attributed any improper conduct or purpose to the present directors of defendant corporation or which would indicate futility in requiring the present management to hold the stockholders' meeting to elect directors, the Court would not appoint a master to conduct the meeting. Tweedy, Browne & Knapp v. Cambridge ELind, Inc., Del. Ch., 3~8 A.2d 635(1974).

Preliminary injunction enjoining holding of corporate meeting or election of directors will not be granted unless the denial thereof would cause an "irreparable injury." Hauth ,v. Giant Portland Cement Co.,,33 Del. Ch. 496, .96 A.2d 233 (1953).

Directors application for preliminary injunctive relief postponing holding of corporation's scheduled annual meeting was denied where the equities in favor of the holding of the meeting as regularly scheduled outweighed those implicit in the director's belated efforts to wage a proxy fight designed to preserve his status as a director of the corporation and to bring about the removal of the corporation's chief executive officer. Lenahan v. National Cojnputer Analysts Corp., Del. Ch., .310 A.2d 661 (1973).

8 Del.C. ss. 211, DESTTI 8 ss. 211

Current through 2003 Regular Session of the 142nd General Assembly

copr. (C) West 2004 No claim to Orig. U.S. Govt. Works

Page 63 of 66

PROXY

TELEMETRIX, INC.

THIS PROXY IS SOLICITED BY
THE BOARD OF DIRECTORS OF
TELEMETRIX, INC.
FOR THE SPECIAL MEETING OF STOCKHOLDERS ON SEPTEMBER 21, 2004

The undersigned shareholder, hereby revoking any contrary proxy previously given, hereby appoints Michael J. Tracy and William W. Becker and each of them, attorneys and proxies, with full power of substitution and revocation, to vote all of the shares of the undersigned in Telemetrix, Inc. (the “Company”) entitled to vote at the special meeting of stockholders of the Company on September 28, 2004, and at any adjournment thereof, as indicated on the reverse side. Except as otherwise indicated on the reverse side, the undersigned shareholder authorizes the proxies appointed hereby to vote all shares of stock of the Company standing in the name of the undersigned stockholder.

THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSAL 1 AND 2 WITH THE DISCRETIONARY AUTHORITY DESCRIBED ABOVE.

CONTINUED AND TO BE SIGNED ON FOLLOWING PAGE

SEE FOLLOWING PAGE

Page 64 of 66

THE BOARD OF DIRECTORS RECOMMENDS
A VOTE “FOR” EACH OF THE PROPOSALS

[X] Please mark your vote as in this example

1. Proposal to remove Patrick Kealy as a Director of the Company.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

2. in the election of the following Director:

a. Gary R. Brown

FOR [ ] AGAINST [ ] ABSTAIN [ ]

The Board of Directors recommends a vote “FOR” each of the proposals.

MARK HERE FOR        [                              ]
ADDRESS CHANGE    [                              ]
AND NOTE TO LEFT   [                              ]

Please return your signed proxy at once in the enclosed envelope, which requires no postage if mailed in the United States, even though you expect to attend the meeting in person.

The undersigned hereby acknowledges receipt of the Notice of Special Meeting and Proxy Statement dated September ____, 2004.

Please date and sign below. If a joint account, each owner should sign. When signing in a representative capacity, please give title. Please sign here exactly as name is printed below.

Date: __________________________________

(NAME OF SHAREHOLDER)

By: __________________________________

Page 65 of 66

EXHIBIT 2

JOINT FILING AGREEMENT
(Pursuant to Rule 13d-1(f) )

In accordance with Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Stock of Telemetrix, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. Each party to is Joint Filing Agreement expressly authorizes Michael J. Tracy to file on such parties behalf any and all amendments to such Statement. Each such party undertakes to notify Michael J. Tracy of any changes giving rise to an obligation to file an amendment to Schedule 13D and it is understood that in connection with this Statement and all amendments thereto each such party shall be responsible only for the information supplied by such party.

In evidence thereof, the undersigned, being duly authorized, hereby executes this Agreement this 13^thday of September, 2004.

ARDARA INVESTMENTS, LTD.

By: /s/ William W. Becker
Authorized Agent

BECKER CAPITAL MANAGEMENT, LLC

By: /s/ Larry E. Becker
Manager

WILLIAM W. BECKER

By: /s/ William W. Becker
William W. Becker

BGC INVESTMENTS, INC.

By: /s/ Larry E. Becker
President

MICHAEL L. GLASER

By: /s/ Michael L. Glaser
Michael L. Glaser

MICHAEL L. GLASER IRA ROLLOVER

By: /s/ Michael L. Glaser
Michael L. Glaser

IONIAN INVESTMENTS, LTD.

By: /s/ William W. Becker
Authorized Agent

MICHAEL J. TRACY

By: /s/ Michael J. Tracy
Michael J. Tracy

VINTAGE INVESTMENTS, LTD.

By: /s/ Larry E. Becker
Authorized Agent

WELLS FARGO BANK FBO MICHAEL L.
GLASER IRA ROLLOVER

By: /s/ Michael L. Glaser
Michael L. Glaser

WYSE INVESTMENTS, LTD.

By: /s/ William W. Becker
Authorized Agent

HARTFORD HOLDINGS LTD.

By: /s/ William W. Becker
Authorized Agent

Page 66 of 66

SCHEDULE 13DITEM 2

Identity and Background

SCHEDULE 13DITEM 3

Source of Amount of Funds or Other Consideration

SCHEDULE 13DITEM 4

Purpose of Transaction

SCHEDULE 13DITEM 5

Interest in Securities of the Issuer

SCHEDULE 13DITEM 6

Contrast, Arrangements, Understanding of RelationshipsWith Respect to Securities of the Issuer

SCHEDULE 13DITEM 7

Material to be Filed as Exhibits

SIGNATURE

SCHEDULE 13D
ITEM 2

SCHEDULE 13D
ITEM 3

SCHEDULE 13D
ITEM 4

SCHEDULE 13D
ITEM 5

SCHEDULE 13D
ITEM 6

Contrast, Arrangements, Understanding of Relationships
With Respect to Securities of the Issuer

SCHEDULE 13D
ITEM 7