Filed On 2/24/00 · SEC File 0-29673 · Accession Number 889812-0-973
This Filing was Corrected by the SEC on 3/1/00.
As Of Filer Filing As/For/On Docs:Pgs Issuer Agent
2/24/00 Orion Technologies Inc 8-K12G3®{1, 2/22/00 6:64 Global Fina..Press/NY/FA
Notice of Securities of a Successor Issuer Deemed to be Registered · Form 8-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 8-K12G3 Current Report 15 55K
2: EX-2.1 Share Exchange Agreement 12 38K
3: EX-3.1 Articles of Incorporation 20 49K
4: EX-3.2 Amended and Restated Bylaws of Geoasia 15 67K
Enterprises, Ltd.
5: EX-16.1 Letter Re Change in Certifying Accountant 1 6K
6: EX-21.1 List of Subsidiazries of Orion Technologies, Inc. 1 5K
Pursuant to Section 13 or 15(d) of the Securities Exchange Act
February 22, 2000
Date of Report
(Date of Earliest Event Reported)
ORION TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
1800 Diagonal Road
Suite 500
Alexandria, Virginia 22314
(Address of principal executive offices (zip code))
(703) 299-0500
(703) 299-6074 (fax)
(Registrant's telephone number, including area code)
Hancock Holdings, Inc.
39 Broadway, Suite 2250
New York, New York 10006
(Former Name and Former Address)
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Nevada 88-0369588
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) Pursuant to a Share Exchange Agreement (the "Agreement") dated February 22,
2000, Orion Technologies, Inc., a Nevada corporation ("Orion" or the "Company"),
acquired all of the issued and outstanding capital stock of Hancock Holdings,
Inc. ("Hancock") from the shareholders of Hancock in a pro rata exchange for an
aggregate of 150,000 shares of Orion's common stock, par value $0.001 per share
(the "Share Exchange"). There were seven shareholders of Hancock immediately
prior to the Share Exchange. They were MHE Projix LLC, a Florida limited
liability company, Mark Elenowitz, Louis Taubman, David Simonetti, Thomas Bostic
Smith, William Quigley, Jr., and Barry Labell, who held 5,000,000 shares of
Hancock common stock in the aggregate. As a result of the Share Exchange, 100%
of the outstanding capital stock of Hancock is owned by Orion and Hancock became
a wholly-owned subsidiary of Orion. Prior to the Share Exchange, Orion had
2,216,935 shares of common stock issued and outstanding. Following the Share
Exchange, Orion had 2,366,935 shares of common stock issued and outstanding. A
copy of the Agreement is filed as an exhibit to this Form 8-K and is
incorporated in its entirety herein. The foregoing description is modified by
such reference.
Upon effectiveness of the Share Exchange, pursuant to Rule 12g-3(a)
of the General Rules and Regulations of the Securities and Exchange Commission,
Orion became the successor issuer to Hancock for reporting purposes under the
Securities Exchange Act of 1934 and elects to report under the Act effective
February 22, 2000.
(b) The following table contains information regarding the shareholdings of the
Company's current directors and executive officers and those persons or entities
who beneficially own more than 5% of the Company's common stock:
[Enlarge/Download Table]
AMOUNT OF COMMON STOCK PERCENT OF COMMON STOCK
BENEFICIALLY OWNED BENEFICIALLY OWNED(1)
Directors and Officers
----------------------
A. Frans Heideman 75,807(2) 3.20%
Klaus Maedje 12,500 < 1%
All current directors and officers
as a group four persons) 88,307 3.73%
5% or More Stockholders
-----------------------
First Capital Invest Corp. 307,058(3) 12.97%
P.O. Box 2071
Muhlebachstrasse 54
CH8032
Switzerland
Maximum Investments Ltd. 397,222 16.78%
c/o Dr. Marco Stoffel & Partner
Dolderstrasse 16
CH-8034
Switzerland
MHE Projix, LLC 147,500(4) 6.02%
516 NE 9th Avenue
Ft. Lauderdale, FL 33301-1218
-------------
(1) Based on 2,366,935 shares issued and outstanding after the Share Exchange.
(2) These shares are held in the name of NewDominion Capital Group, Inc., a
company controlled by Mr. Heideman.
(3) The Company is obligated to issue approximately 50,000 additional shares
to First Capital Invest Corp. in conversion of certain indebtedness of the
Company to First Capital Invest Corp.
(4) MHE Projix LLC is owned, directly or indirectly, by Mark Elenowitz, Louis
Taubman, David Simonetti and Thomas Smith Bostic. These individuals own in
the aggregate an additional 6,750 shares of Orion common stock which
shares were received in the Share Exchange.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) The consideration provided by the parties pursuant to the Agreement
was negotiated between Orion and the former Hancock shareholders. In evaluating
the Share Exchange transaction, the former Hancock shareholders used criteria
such as the value of the assets of Orion, Orion's ability to compete in its
markets, the current and anticipated business operations of Orion. Orion
considered the value of Hancock's status as a publicly reporting shell company
and its ability to succeed to the reporting status of Hancock.
BUSINESS
The Company - Background
Orion Technologies, Inc. is an international holding company
concentrating on Internet and telecommunications-based technologies and services
for e-commerce and business-to-business markets.
The Company was incorporated in Nevada as Geoasia Enterprises, Ltd. on
July 17, 1996. On September 8, 1997, the Company acquired its current corporate
name through a merger with Orion Technologies, Inc., a company engaged in the
electronic commerce network business through its wholly-owned operating
subsidiary, Orion Technologies (Canada), Inc. ("Orion Canada"). Prior to this
merger, the Company did not engage in any business other than the investigation
of various business opportunities. In order to stem the losses experienced by
the Company in connection with the operation of Orion Canada, on June 15, 1999,
the Company divested Orion Canada through the sale of 100% of Orion Canada's
capital stock to members of Orion Canada's management in exchange for 5,000,000
shares of preferred stock of a new company formed to purchase Orion Canada which
shares have a par value of $5,000,000, the agreement of the Orion Canada
management to surrender certain shares of the Company for cancellation and the
agreement of the new company to assume the operating liabilities of Orion
Canada.
Electronic Commerce and EFT/POS Business
Prior to the divestiture of Orion Canada, the Company determined to
pursue a business plan of providing electronic commerce and electronic financial
services in international markets by acquiring established companies in that
market place. In July 1999, the Company acquired two German companies, EZ
Electronic Payment Systems (EZ Elektronische Zahlungssysteme GmbH) ("EZ") and
EPS Electronic Processing (EPS Elektronische Processing Systems GmbH) ("EPS").
EZ and EPS are engaged in the electronic funds transfer at point of sales
(EFT/POS) transaction processing business. Since the acquisition, management has
determined that it is in the best interest of the companies to subcontract the
transaction processing operations out to two German financial institutions in
the name of EZ. Therefore, EPS has ceased operations.
EZ rents multi-functional, electronic card processing terminals to its
customers and charges a fixed monthly fee plus a fee for each transaction. EZ
has over 340 customers ranging from small retail stores and local governments to
large retail organizations, including Otto Stores which is the largest retail
catalogue store chain in the world. EZ has a strategic alliance with Trintech
Limited, a manufacturer of electronic card reading machines, to acquire up to
3,500 terminals for placement at retail outlets of EZ's customers in Germany. EZ
and Trintech have jointly developed a unique turnkey package for the delivery of
electronic card processing terminals to new customers. This package is delivered
to the customer and after connection to an electrical outlet and a telephone
outlet, allows the customer to become immediately ready to process credit card
transactions without any additional action by EZ or its personnel. Trintech also
provides EZ with technical support and other services for its EFT/POS business.
The potential market for EFT/POS in Germany is substantial as there are
over 49 million Eurocheque ("EC") cardholders, as well as over 15 million bank
clients carrying debit cards in Germany. In addition, EZ terminals will accept
credit cards, bank customer cards (ATM), chip cards (cash cards), and private
label cards. In Germany, only eight percent of all merchants currently utilize
any electronic point-of-sale equipment. Management believes that the Company can
provide both the equipment and the processing systems to capture a significant
portion of this market in a relatively short time span. The marketing of EZ
products and services are done by direct mail advertising, banks and referrals.
EZ has formed a subsidiary in Warsaw, Poland known as EZ Elektroniczne
Systemy Platinicze S. A. ("EZ Poland"). EZ's strategic partner, a large Polish
investment fund, holds a minority interest in EZ Poland. EZ Poland will deploy
electronic point of sale terminals in retail locations for the processing of
credit and debit card transactions. In addition, EZ Poland is seeking to develop
strategic alliances with Internet and telecommunications service providers.
Management believes that it will commence doing business in Poland in the near
future.
In January 2000, the Company entered into a non-binding letter of
intent to acquire a company in the business of providing security verification
to point of sale transactions. The target company manufactures and sells
patented products that enhance the capabilities of POS equipment to provide
evidence of theft. The market and customer base of the target is similar to that
of EZ. Although this acquisition is still in the due diligence stage, the
Company believes that this target, if acquired, will provide a value added
service to the electronic funds commerce/point of sale business of the company
and allow the Company to capitalize on marketing synergies between the
companies.
Telecommunications Business
In late 1999, the Company determined to modify its business plan to
include the development of a vertically integrated telecommunications company
providing facilities based, bundled wireless, satellite and terrestrial products
and services for voice, data and video transmission. The Company assembled a
team of experienced telecommunications executives to develop this business and
incorporated a subsidiary in Delaware, Globalinx Corporation, in order to
implement this aspect of its business plan. Globalinx began providing
telecommunications services to customers in February 2000.
Globalinx's strategy is to provide service in diverse areas worldwide
with existing, profitable business partners who know the telecommunications
industry in their region. Management intends to expand market share and service
offerings through mergers, acquisitions and strategic alliances.
Globalinx intends to market its services through a broad network of
professional reseller, distributors and agents. Globalinx is seeking to form
affiliations with other companies who will manage sales channels worldwide.
Through these strategic relationships, management is seeking to position
Globalinx to expand market share and deploy region-specific services as they
become
available. Globalinx's target customer is a small or medium commercial business,
generating average revenue of $500 (US) per month, a customer segment management
believes is underserved by the current telecommunications service providers.
In January 2000, the Company signed an agreement with QWEST
Communications to provide a comprehensive suite of wholesale telecommunications
services to be offered by Globalinx to its customers. These services include
"switched services", data services, unified messaging services and value-added
services, satellite and wireless services. Switched services are comprised of
inter- and intrastate U.S. long distance service, international long distance,
U.S. local telephone service, operator-assisted calling, U.S. and international
toll-free calling, global calling cards and prepaid calling cards. Data services
include point-to-point, frame relay, ATM and ISP (Internet Service Provider)
services. Unified messages and value-added services include one number
"follow-me" service through a personal toll-free number, voice, fax and e-mail
notification, unassisted conference and three-way calling, integrated e-mail
and account management through Internet enabling. Additional services available
under the QWEST agreement include operator assisted conference service and
multi-lingual customer services.
Globalinx has engaged Best Web USA, Inc. as its national marketing and
sales agent for telecommunications services. Best Web, based in Garden City, New
York, operates under the brand name of BestwebUSA.com, and markets Internet and
telecommunications services to business customers. Their marketing network will
sell the bundled telecommunications services of Globalinx nationally to
businesses.
The Company has also completed negotiations with a billing company to
provide backoffice billing services to Globalinx customers. In addition, the
Company is in negotiations with local phone companies for access to local
service. In January, 2000, the Company entered into a non-binding letter of
intent to acquire a company that holds nationwide licenses to provide
international long-distance telephone service. Additional acquisitions in the
telecommunications arena are currently being pursued to broaden the services and
secure customer bases.
Business Expansion
In order to implement the Company's business plan, the Company seeks to
acquire companies in the EFT/POS, e-commerce and telecommunications marketplace
through merger, acquisition and strategic alliance. Orion is in serious
discussions with three other strategic acquisition prospects in these
industries. The Company has not restricted the type of companies it may acquire.
The Company may acquire a business that only recently commenced operations, or a
developing company in need of additional funds to expand into new products or
markets, or an established business that may be experiencing financial or
operating difficulties and needs additional capital which is perceived to be
easier to raise by a public company. In some instances, a business opportunity
may involve acquiring or merging with a corporation which does not need
substantial additional cash but which desires to establish a public trading
market for its common stock. The Company may purchase assets and establish
wholly-owned subsidiaries in various businesses or purchase existing businesses
as subsidiaries.
Because business opportunities may occur in many different industries
and at various stages of development, the task of comparative investigation and
analysis of such business opportunities will be extremely difficult and complex.
The Company will also incur significant legal and accounting costs in connection
with the acquisition of a business opportunity, including the legal fees for
preparing acquisition documentation, due diligence investigation costs and the
costs of preparing reports and filings with the Securities and Exchange
Commission.
The Company will seek potential business opportunities from all known
sources, but will rely principally on personal contacts of its officers and
directors as well as indirect associations between them and other business and
professional people. From time to time, the Company may engage the services of
consultants and or other outside professionals for their assistance in locating
and evaluating appropriate business opportunities.
The Company requires significant additional funding in order to
accomplish its business plan.
COMPETITION
The Company will face extreme competition both in the identification
and acquisition of appropriate target businesses and in the operation of any
businesses acquired. There are many established management and financial
consulting companies and venture capital firms which have significantly greater
financial and personal resources, technical expertise and experience than the
Company. In view of the Company's limited financial resources and management
availability, the Company will continue to be at significant competitive
disadvantage vis-a-vis the Company's competitors.
Although EZ does some marketing through banks, In some areas the banks
themselves offer POS equipment at very competitive rates. There are many
re-sellers of telecommunications products that may compete with some of
Globalinx's products and services. Venture capital firms are aggressively
pursuing telecommunications companies and may be in a better position to acquire
an interest in companies that Orion is pursuing.
EMPLOYEES
The Company has 6 employees operating the EFT/POS business, 5 of whom
are located in the Frankfort area of Germany and 1 of whom is located in Warsaw,
Poland. Globalinx has engaged the services of three consultants who are working
full time for the company. The Company relies heavily on its current officers
and directors in operating its businesses including the Company's executive
officer resident in Alexandria, Virginia. These officers and directors will
devote as much time as the Board of Directors determines is necessary to carry
out the affairs of the Company.
TRADEMARKS AND PATENTS
The Company has no patents or trademarks and has not applied for any
patents or trademarks.
PROPERTY
The Company's principal executive offices are located at 1800 Diagonal
Road, Suite 500, Alexandria, Virginia 22314. The Company subleases these
corporate offices under a verbal lease agreement with NewDominion Capital Group
Inc. The Company leases office space and parking spaces in
Sprendlingen/Dreieich, Germany for EZ. The Company shares a small office space
in Warsaw, Poland for its operations there.
LITIGATION
There is no outstanding material litigation in which the Company is
involved and the Company is unaware of any pending actions or claims against it.
DESCRIPTION OF SECURITIES
The Company has an authorized capitalization of 100,000,000 shares of
common stock, $.001 par value per share ("Common Stock") and 2,500,000
authorized shares of preferred stock with no par value. The Company's Articles
of Incorporation authorize the Company's Board of Directors to direct the
issuance of shares of preferred stock in one or more series from time to time
and to fix the designations, powers, preferences, rights, qualifications,
limitations and restrictions of each series of preferred stock. These may
include voting rights, dividend rates and whether dividends are cumulative,
terms and conditions of redemption or conversion, and rights upon liquidation.
Common Stock
Following the Share Exchange, there were 2,366,935 shares of the
Company's Common Stock issued and outstanding. The holders of the Company's
common stock are entitled to one non-cumulative vote for each share held of
record on all matters submitted to a vote of shareholders. Subject to
preferences that may be applicable to outstanding shares of preferred stock, if
any, the holders of common stock are entitled to receive ratably any dividends
that are declared by the Company's Board of Directors out of funds legally
available therefor and are entitled to share ratably in all of the assets of the
Company available for distribution to holders of Common Stock upon liquidation
dissolution or winding up of the affairs of the Company. Holders of Company's
Common Stock have no preemptive, subscription or conversion rights and there are
no redemption or sinking fund provisions or rights applicable thereto.
Preferred Stock
Following the Share Exchange, there were approximately 290,000 shares
of the Company's Series A Preferred Stock issued and outstanding at a face price
of $0.50 per share. The Series A Preferred Stock is entitled to receive a
dividend of 8% per annum of the face price which dividends began accruing on
January 1, 1998 and are payable each year if surplus or net profits are
available therefor and if such funds are not available, the dividend accumulates
from year to year. The Series A Preferred Stock has no voting rights and is not
transferable by the
holder. The Series A Preferred Stock may be redeemed by the Company at any time
for the purchase price plus any accrued unpaid dividends provided that the
Company has offered to exchange each share of Series A Preferred Stock
for 1.05 shares of the Company's Common Stock and warrants to purchase
additional shares of the Company's Common Stock and a registration statement
registering the issuance of such common shares and warrants is in effect.
The Board of Directors, without shareholder approval, may issue
preferred stock with voting and conversion rights that could materially and
adversely affect the voting power of the holders of Common Stock. The issuance
of preferred stock could also decrease the amount of earnings and assets
available for distribution to holders of Common Stock. In addition, the issuance
of preferred stock may have the effect of delaying or preventing a change of
control of the Company. At present, the Company has no plans to issue any shares
of preferred stock.
Transfer Agent
The transfer agent for the Company's Common Stock is American
Securities Transfer & Trust, Inc., 12039 West Alameda Parkway, Suite Z2,
Lakewood, Colorado 80228. The Company serves as its own transfer agent and
registrar for its Series A preferred stock.
MARKET FOR ORION'S SECURITIES
The Company's Common Stock is traded on the OTC Bulletin Board, a
service provided by the Nasdaq Stock Market Inc., under the symbol, "ORTG". The
Nasdaq Stock Market has implemented a change in its rules requiring all
companies trading securities on the OTC Bulletin Board to become reporting
companies under the Securities Exchange Act of 1934. The Company was required to
become a reporting company by the close of business on February 24, 2000. Orion
acquired all the outstanding shares of Hancock to become successor issuer to it
pursuant to Rule 12g-3 in order to comply with the reporting company
requirements implemented by the Nasdaq Stock Market.
The following table sets forth for the periods indicated the high and
low bid prices for the common stock as reported each quarterly period within the
last two fiscal years on the OTC Bulletin Board. The prices have been adjusted
to reflect the 20-to-1 reverse split of the Company's common stock effected in
July 1999. The prices are inter-dealer prices, do not include retail mark up,
mark down or commission and may not necessarily represent actual transactions.
Quarter Ended Open Price High Price Low Price Closing Price
March, 1998 140 158.74 60 105
June, 1998 105 160 80 81.26
September, 1998 81.26 96.26 30 40
December, 1998 40 44.36 15 15
March, 1999 15 18 4.38 4.38
June, 1999 4.38 11.26 3.12 3.8
September, 1999 3.8 3.5 1.5 1.5
December, 1999 1.5 3.5 1.19 3.5
February 18, 2000 3.5 3.75 2.38 3.63
During the last two years, no dividends have been paid on the Company's
stock and the Company does not anticipate paying any cash dividends in the
foreseeable future. Although it is the Company's intention to utilize all
available funds for the development of the Company's business, no restrictions
are in place which would limit or restrict the ability of the Company to pay
dividends.
MANAGEMENT
Information as to the directors and officers of the Company is as follow:
Name Position
---- --------
A Frans Heideman President, Secretary and Director
Jan Bout Director
Klaus Maedje Director
A. Frans Heideman. Mr. Heideman was elected to the Company's Board of Directors
in August 1997 and became the President and Secretary of the Company in February
1999. He has had a career in international investment banking, trade and
management. In 1993, Mr. Heideman formed NewDominion Capital Group, Inc., a
merchant banking and investment banking services company, and has served as
NewDominon's president since its inception. Mr. Heideman currently serves on the
board of a number of publicly traded portfolio companies including US Digital
Communications, Inc. and Pyrocap International, Inc.
Jan A.J. Bout. Mr. Bout was elected to the Company's Board of Directors in July
1999. From 1993 to the present, Mr.. Bout has been the Managing Director of
Trust International Luxembourg S.A., a company offering full service trust
operations and tax and legal advice in implementing and managing corporate
structures for clients. From 1989 to 1993 Mr. Bout established and was Managing
Director of the Luxembourg Trust operations for ABN-AMBRO Bank of Holland. Mr.
Bout is also a solicitor and used to practice in Sydney, Australia were he
practiced in the areas of commercial, corporate, finance, securities, mergers
and acquisitions, and taxation law.
Dipl. Kfm. Stb. Klaus Maedje. Mr. Maedje was elected to the Company's Board of
Directors in July 1999 in connection with the Company's acquisition of EZ and
EPS. From 1988 to the present Mr. Maedje has been a principal in his own firm
that specializes in providing tax and business advice along with performing
audits for business client companies in Luxembourg. Mr. Maedje received his
degree in business administration from the University of Cologne.
EXECUTIVE COMPENSATION
None of the Company's officers and/or directors currently receive any
compensation for their services rendered to the Company, nor have they received
such compensation since the divestiture of Orion Canada as described above.
No retirement, pension, profit sharing, stock option, or insurance
programs or other similar programs have been adopted by the Company for the
benefit of its employees.
RELATED TRANSACTIONS
Transactions with Management and Related Transactions
The Company has a verbal Agreement with the NewDominion Capital Group,
Inc., a company in which A. Frans Heideman is a controlling shareholder, for the
provision of office support, management and consulting services and other
business related services. The Company has the use of a limited amount of office
and records storage space provided by New Dominion and reimburses New Dominion
for its own charges for long distance telephone calls and other miscellaneous
secretarial, photocopying, and similar expenses. The Company has made periodic
payments to New Dominion under this verbal agreement as funds have been
available.
Orion and MHE Projix, LLC ("MHE"), the former majority shareholder of
Hancock Holdings, Inc., the predecessor filer to Orion, entered into a service
agreement on February 17, 2000. Under the terms of this agreement MHE agreed to
(i) assist Orion in locating a reporting company for possible acquisition by
Orion; (ii) provide advice to Orion regarding the acquisition of such company by
Orion; (iii) assist Orion in maintaining its listing on the OTCBB and (iv)
assist Orion with the preparation and filing of this Form 8-K with the
Commission. In consideration for the foregoing services, MHE will receive a
consulting fee of $110,000. As a result of the Share Exchange, MHE is a
shareholder of Orion.
Indebtedness of Management
No member of the management, officers, or directors is or has been
indebted to the Company. No director or officer is personally liable for the
repayment of amounts by any financing received by the Company.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company maintains insurance against all liability incurred by its
officers and directors in defense of any actions to which they may be made
parties by reason of their positions as officers and directors.
Nevada law authorizes a Nevada corporation to indemnify its officers
and directors against claims or liablities arising out of such person's conduct
as officers or directors if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
Company. The Articles of Incorporation provide for indemnification of the
directors of the Company. In addition, the Bylaws of the Company provide for
indemnification of the directors, officers, employees or agents of the Company.
In general, these provision provide for indemnification in instances when such
persons acted in good faith and in a manner they reasonably believed to be in or
not opposed to the best interests of the Company.
RISK FACTORS
The Company's business is subject to numerous risk factors, including the
following:
LIMITED OPERATING HISTORY AND MINIMAL ASSETS. The Company has a limited history
and has received limited revenues or earnings from operations. The Company has
limited significant assets and limited financial resources. The Company will, in
all likelihood, sustain operating expenses without corresponding revenues, at
least until it completes a business combination. This may result in the Company
incurring a net operating loss which will increase continuously until the
Company completes a business combination with a profitable business opportunity.
There is no assurance that the Company will identify a business opportunity or
complete a business combination.
SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success of the
Company's proposed plan of operation will depend to a great extent on the
operations, financial condition, and management of identified business
opportunities. While management intends to seek business combinations with
entities having established operating histories, it cannot assure that the
Company will successfully locate candidates meeting such criteria. In the event
the Company completes a business combination, the success of the Company's
operations may be dependent upon management of the successor firm or venture
partner firm together with numerous other factors beyond the Company's control.
SCARCITY OF AND COMPETITION FOR BUSINESS OPPORTUNITIES AND COMBINATIONS. The
Company is, and will continue to be, an insignificant participant in the
business of seeking mergers and joint ventures with, and acquisitions of small
private entities. A large number of established and well financed entities,
including venture capital firms, are active in mergers and acquisitions of
companies which may also be desirable target candidates for the Company. Nearly
all such entities have significantly greater financial resources, technical
expertise, and managerial capabilities than the Company. The Company is,
consequently, at a competitive disadvantage in identifying possible business
opportunities and successfully
completing a business combination. Moreover, the Company will also compete with
numerous other small public companies in seeking merger or acquisition
candidates.
NO AGREEMENT FOR BUSINESS COMBINATION OR OTHER TRANSACTION - NO STANDARDS FOR
BUSINESS COMBINATION. There can be no assurance the Company will successfully
identify and evaluate suitable business opportunities or conclude a business
combination. The Company has been in the developmental stage since it sold all
of its operating assets (see above) and has limited operations to date. There is
no assurance the Company will be able to negotiate a business combination on
terms favorable to the Company. The Company has not established a specific
length of operating history or a specified level of earnings, assets, net worth
or other criteria which it will require a target business opportunity to have
achieved, and without which the Company would not consider a business
combination in any form with such business opportunity. Accordingly, the Company
may enter into a business combination with a business opportunity having no
significant operating history, losses, limited or no potential for earnings,
limited assets, negative net worth, or other negative characteristics.
CONTINUED MANAGEMENT CONTROL, LIMITED TIME AVAILABILITY. While seeking a
business combination, management anticipates devoting substantial time to the
business of the Company. The Company's officers have not entered into written
employment agreements with the Company and are not expected to do so in the
foreseeable future. The Company has not obtained key man life insurance on its
officers or directors. Notwithstanding the combined limited experience and time
commitment of management, loss of the services of any of these individuals would
adversely affect development of the Company's business and its likelihood of
continuing operations.
CONFLICTS OF INTEREST - GENERAL. The Company's officers and directors
participate in other business ventures which compete directly with the Company.
Additional conflicts of interest and non "arms-length" transactions may also
arise in the event the Company's officers or directors are involved in the
management of any firm with which the Company transacts business.
LACK OF DIVERSIFICATION. In all likelihood, the Company's proposed operations,
even if successful, will result in a business combination with only a limited
number of entities. Consequently, the resulting activities may be limited to
those entities businesses. The Company's inability to diversify its activities
into a number of areas may subject the Company to economic
fluctuations within a particular business or industry, thereby increasing the
risks associated with the Company's operations.
REGULATION. As a telecommunications company, the Company will be subject to
regulation under the Federal Communications Commissions and the rules and
regulations of local Public Utility Commissions.
PROBABLE CHANGE IN CONTROL AND MANAGEMENT. A business combination involving the
issuance of the Company's common stock may result in shareholders of a private
company obtaining a controlling interest in the Company. Any such business
combination may require management of the Company to sell or transfer all or a
portion of the Company's common stock held by them, or resign as members of the
Board of Directors of the Company. The resulting change in control of the
Company could result in removal of one or more present officers and directors of
the Company and a corresponding reduction in or elimination of their
participation in the future affairs of the Company.
REDUCTION OF PERCENTAGE SHARE OWNERSHIP FOLLOWING BUSINESS COMBINATION. The
Company's primary plan of operation is based upon a series of business
combinations with private or small public concerns which, in all likelihood,
would result in the Company issuing securities to shareholders of such private
or small public companies. Issuing previously authorized and unissued common
stock of the Company will reduce the percentage of shares owned by present and
prospective shareholders, and a change in the Company's control and/or
management.
TAXATION. Federal and state tax consequences will, in all likelihood, be major
considerations in any business combination the Company may undertake. Typically,
these transactions may be structured to result in tax-free treatment to both
companies, pursuant to various federal and state tax provisions. The Company
intends to structure any business combination so as to minimize the federal and
state tax consequences to both the Company and the target entity. Management
cannot assure that a business combination will meet the statutory requirements
for a tax-free reorganization, or that the parties will obtain the intended
tax-free treatment upon a transfer of stock or assets. A non-qualifying
reorganization could result in the imposition of both federal and state taxes,
which may have an adverse effect on both parties to the transaction..
BLUE SKY CONSIDERATIONS. Because the securities registered hereunder have not
been registered for resale under the blue sky laws of any state, and the Company
has no current plans to register or qualify its shares in any state, holders of
these shares and persons who desire to purchase them in any trading market that
might develop in the future, should be aware that there may be significant state
blue sky restrictions upon the ability of new investors to purchase the
securities. These restrictions could reduce the size of any potential market. As
a result of recent changes in federal law, non-issuer trading or resale of the
Company's securities is exempt from state registration or qualification
requirements in most states. Accordingly, investors should consider any
potential secondary market for the Company's securities to be a limited one.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
As the parent company of Hancock, Orion has replaced Hancock's
auditors, Cohen & Kameny CPAs PLCC, and will use it own auditors,
PriceWaterhouseCoopers, as the Company's principal independent accountant for
the fiscal year ended December 31, 1999. Cohen & Kameny's report on Hancock's
financial statements for the past fiscal year did not contain an adverse opinion
or disclaimer of opinion and was not modified as to uncertainty, audit scope, or
accounting principles. The Company's decision to use PriceWaterhouseCoopers and
not Cohen & Kameny was approved by the Company's Board of Directors. There were
no disagreements with Hancock's former accountant, whether or not resolved, on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedures, which if not resolved would have caused
Hancock's former accountant to make reference to the subject matter of the
disagreement(s) in connection with its report.
ITEM 5. OTHER EVENTS
Successor Issuer Election
Pursuant to Rule 12g-3(a) of the General Rules and Regulations of the Securities
and Exchange Commission, upon effectiveness of the Share Exchange, the Company
became the successor issuer to Hancock for reporting purposes under the
Securities Exchange Act of 1934 and elects to report under the Act effective
February 22, 2000.
ITEM 7. FINANCIAL STATEMENTS
No financial statements are filed herewith. The Registrant is required to file
financial statements by amendment hereto not later than 60 days after the date
that this Current Report on Form 8-K must be filed.
ITEM 8. CHANGE IN FISCAL YEAR
Orion has a December 31 fiscal year end. The fiscal year end of Hancock is
September 30. The Company will file a Transitional Report on Form 10-KSB, if
required.
EXHIBITS
2.1 Share Exchange Agreement between Orion Technologies, Inc. and the
shareholders of Hancock Holdings Inc., dated February 17, 2000
3.1 Articles of Incorporation of Orion Technologies, Inc.
3.2 By-Laws of Orion Technologies, Inc.
16.1 Letter Re Change in Certifying Accountant
21.1 List of Subsidiaries of Orion Technologies, Inc.
*24.1 Consent of accountants
*27.1 Financial Data Schedule
-----------
*To be filed by amendment
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
ORION TECHNOLOGIES, INC.
By: /s/
---------------------------
A. Frans Heideman
President
February 24, 2000
Dates Referenced Herein and Documents Incorporated By Reference
| Referenced-On Page |
|---|
| This 8-K12G3 Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| | 7/17/96 | | 3 |
| | 9/8/97 | | 3 |
| | 1/1/98 | | 7 |
| | 6/15/99 | | 3 |
| | 12/31/99 | | 14 |
| | 2/17/00 | | 10 | | 14 |
| For The Period Ended | | 2/22/00 | | 1 | | 14 | | | 8-K/A |
| Filed On / Filed As Of | | 2/24/00 | | 8 | | 15 |
| Corrected On | | 3/1/00 |
| |
| Top | | List All Filings |
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