-----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, JDHaGEzeNplFZms2PU4dY8iD+EabWlf3V27amVte1Smv/ViunqCOa8mnWdX1+tsp Zqjg0A3xgUVe4Bn2VZYYBw== 0001021890-99-000108.txt : 19990701 0001021890-99-000108.hdr.sgml : 19990701 ACCESSION NUMBER: 0001021890-99-000108 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990618 ITEM INFORMATION: ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990630 FILER: 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: 8-K/A SEC ACT: SEC FILE NUMBER: 000-14724 FILM NUMBER: 99656597 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 8-K/A 1 AMENDED FORM 8-K--JUNE 18, 1999 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF EARLIEST REPORTED EVENT - JUNE 18, 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) c/o Michael L. Glaser, corporate Secretary 633 17th Street, Suite 2700 Denver, Colorado 80202 --------------------------------------------------- (Address of Registrant's principal executive offices) (303) 383-7610 -------------------------------------------------- (Registrant's telephone number, including area code) ITEM 4. Changes in the Registrant's Certifying Accountant. Item 4 of Registrant's Current Report dated May 17, 1999, stated that BDO Seidman, LLP, was Registrant's continuing accountant. However, BDO Seidman, LLP never entered into an agreement with the Registrant, but instead entered into an agreement with one of the Registrant's subsidiaries. Consequently, BDO Seidman, LLP has neither consented nor commenced to serve as Registrant's independent auditors. ITEM 5. OTHER EVENTS Item 1 of Registrant's Current Report dated April 14, 1999, described a business combination ("Combination") that resulted in a change of control of Registrant. On April 5, 1999, Registrant completed the share exchange to acquire Telemetrix Resource Group, Inc.; however, the share exchange to acquire WTC (i.e., Tracy Corporation II d/b/a Western Total Communications) is conditioned on the Federal Communications Commission ("FCC") consenting ("Consent") to the transfer of control of WTC, which holds radio frequency licenses. All necessary applications were filed with the FCC in March-April 1999 and the 30-day statutory public notice periods expired without comments or objections. The applications await action by the FCC, which Registrant believes is the final stage of the application approval process. Since the Registrant satisfies the FCC's specific criteria for control of radio frequency licenses, Registrant anticipates that the FCC will approve the applications. Registrant expects that the FCC's Consent will be issued within a reasonable time after June 30, 1999. Registrant plans to complete its acquisition of WTC shortly after receiving the required FCC consent. The Registrant relocated its principal executive office to Denver, Colorado at the address listed on the cover page of this Report ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. (i) TRG Financial Statements. TRG has prepared financial statements for the periods specified in Item 310(c) of Regulation S-B; however, those financial statements have not yet been audited by an independent accountant since TRG and Registrant have not yet engaged an independent accountant (see Item 4, above). After Registrant and TRG engage an independent accountant, the financial statements will be audited and then filed with the Commission. (ii) WTC Financial Statements. Registrant has received WTC's audited financial statements for the periods specified in Item 310(c) of Regulation S-B. After Registrant completes its acquisition of WTC (as described in Item 5, above), it will file those audited financial statements. (b) Pro Forma Financial Statements. Since TRG's audited financial statements are not yet available, Registrant has not prepared pro forma financial information concerning the Combination. When Registrant receives audited financial statements for TRG, Registrant will prepare and file the pro forma financial information required by Article 11 of Regulation S-X. (c) Exhibits. None. 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., a Delaware corporation (formerly known as Arnox Corporation) June 18, 1999 By: /s/ MICHAEL L. GLASER ----------------------------------- Michael L. Glaser, Secretary -----END PRIVACY-ENHANCED MESSAGE-----