U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 14, 2003
TRANSAX INTERNATIONAL LIMITED
formerly known as "Vega-Atlantic Corporation"
_________________________________________________________________
(Exact name of small business issuer as specified in its charter)
COLORADO
____________________________________________________
(State or other Jurisdiction as Specified in Charter
00-27845 84-1304106
________________________ ____________________________________
(Commission file number) (I.R.S. Employer Identification No.)
7545 Irvine Center Drive
Suite 200 Spectrum Center
Irvine, California 92618
________________________________________
(Address of Principal Executive Offices)
(949) 623-8316
___________________________
(Issuer's telephone number)
Items 3 through 6 and 8 through 12 not applicable.
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
See Item 2 below.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
As of the date of this Report, the Board of Directors of Transax
International Limited, a Colorado corporation and formerly known as
"Vega-Atlantic Corporation" (the "Company"), has commenced the closing of the
acquisition of Transax Limited, a Colorado corporation ("Transax").
Vega-Atlantic Corporation (now known as Transax International Limited),
Vega-Atlantic Acquisition Corporation, the Company's wholly-owned subsidiary
("Vega-Atlantic"), Transax Limited, and certain selling shareholders of Transax
Limited entered into a merger agreement dated July 22, 2203 (the "Agreement")
and the agreement and plan of merger dated July 22, 2003 (the "Merger
Agreement").
Based upon review of a wide variety of factors considered in connection
with its evaluation of the Agreement and the Merger Agreement, the Board of
Directors of the Company believes that consummation of the Agreement and the
Merger Agreement would be fair to and in the best interests of the Company and
its shareholders. At a special meeting, the Board of Directors approved and
authorized execution of the Agreement and the Merger Agreement. The Board of
Directors further authorized and directed the filing with the Securities and
Exchange Commission and subsequent distribution to the shareholders of record a
proxy statement pursuant to Section 14(a) of the Securities Exchange Act of
1934, as amended, for approval of certain corporate actions (the "Proxy
Statement").
The Proxy Statement was filed with the Securities and Exchange
Commission on June 18, 2003 and amended on July 16, 2003. The Proxy Statement
was circulated to the shareholders of the Company to provide notice that a
special meeting of the shareholders of the Company would be held at 2:00 p.m. on
August 8, 2003 (the "meeting") for the following purposes: (i) to approve a
proposed amendment to the Company's Articles of Incorporation, as amended (the
"Amendment") to effectuate a proposed name change of the Company (the "Name
Change") to such name as may be approved by the Board of Directors of the
Company in its sole and absolute discretion; (ii) to approve a proposed stock
option plan for key personnel of the Company (the "Stock Option Plan"); and
(iii) to ratify the prior actions by shareholders of the Company taken pursuant
to a written consent of shareholders dated March 25, 2003 approving a reverse
stock split of one-for-twenty of the Company's issued and outstanding share of
Common Stock effectuated approximately April 2, 2003 (the "Reverse Stock
Split").
Only shareholders of record at the close of business on June 9, 2003
(the "Record Date") were entitled to notice of and to vote the shares of Common
Stock, $0.00001 par value, of the Company held by them on such date at the
Meeting or any and all adjournments thereof. As of the Record Date, an aggregate
1,126,606 shares of Common Stock were outstanding. There was no other class of
voting securities outstanding at that date.
Each share of Common Stock held by a shareholder entitled such
shareholder to one vote on each matter that was voted upon at the Meeting. The
presence, in person or by proxy, of the holders of a majority of the outstanding
shares of Common Stock was necessary to constitute a quorum at the Meeting.
Assuming that a quorum was present: (i) the affirmative vote of the holders of a
majority of the shares of Common Stock outstanding was required to approve the
proposed Amendment to effectuate the proposed Name Change to such name as may be
approved by the Board of Directors in its sole and absolute discretion; (ii) the
affirmative vote of the holders of a majority of the shares of Common Stock
outstanding was required to approve the proposed Stock Option Plan; and (iii)
the affirmative vote of the holders of a majority of the shares of Common Stock
outstanding was required to ratify the prior actions of the shareholders taken
pursuant to the written consent of shareholders dated March 25, 2002 approving
the Reverse Stock Split.
On August 8, 2003, the Meeting of shareholders was held with the
resulting votes cast either in person or proxy as follows: (i) 822,251 votes FOR
approval of the Name Change and 93 votes AGAINST approval of the Name Change;
(ii) 732,782 votes FOR approval of the Stock Option Plan and 126 votes AGAINST
approval of the Stock Option Plan; and (iii) 822,201 votes FOR ratification of
the Reverse Stock Split and 118 votes AGAINST ratification of the Reverse Stock
Split.
Moreover, on August 8, 2003, the shareholders of Transax holding
approximately 92.16% of the issued and outstanding shares of common stock of
Transax approved the terms and conditions of the Agreement and the Merger
Agreement and its related materials.
In accordance with the terms of the Agreement, the sole business
operations of the Company will be in the development, acquisition and marketing
of information network solutions for the healthcare providers and health
insurance companies, enabling the real time automation of routine patient
eligibility verifications, authorization, claims processing and payment
functions that are currently performed manually. Pursuant to the terms of the
Agreement, the Company's name has been changed to "Transax International
Limited" and, effective August 15, 2003, the Company's trading symbol under the
OTC Bulletin Board for its shares of Common Stock has been changed to "TNSXV".
The Merger Agreement
Pursuant to the terms of the Agreement and a corresponding contribution
agreement, the Company has contributed to Vega-Atlantic 11,066,207 shares of its
restricted Common Stock, 4,500,000 stock options and 4,100,000 share purchase
warrants. Pursuant to further terms of the Agreement, Vega-Atlantic is in the
process of: (i) exchanging therefore with the Transax shareholders an aggregate
of 11,066,207 shares of the Company's restricted Common Stock (on the basis of
each two Transax shares of common stock exchanged into the right to receive one
share of Common Stock of the Company); (ii) exchanging therefore with the
Transax optionholders an aggregate of 4,500,000 stock options to acquire up to
4,500,000 shares of the Company's Common Stock to replace all stock options
presently outstanding in Transax (on the basis of each two Transax stock options
exchanged into the right to receive one stock option of the Company); and (iii)
exchanging therefore with the Transax warrantholders an aggregate of 4,100,000
share purchase warrants to acquire up to a further 4,100,000 shares of the
Company's Common Stock to replace all share purchase warrants presently
outstanding in Transax (on the basis of each two Transax share purchase warrants
exchanged into the right to receive one share purchase warrant of the Company).
Interim Secured and Convertible Loan Agreement
As a condition to entering into and in accordance with the proposed
Merger Agreement, the Company agreed to use its commercially reasonable efforts
to advance to Transax the aggregate principal sum of up to $250,000
(collectively, the "Principal Sum") within five (5) business days of raising of
a minimum of $250,000. As of the date of this Report, the Company has received
no funding.
In accordance with any loan made to Transax, any principal sum loan
amount will bear interest accruing at the rate of ten percent (10%) per annum
(the "Interest"), and any such principal sum loan amount will be secured
pursuant to a fixed and floating charge on all of the assets of Transax then
ranking pari passu with all existing liabilities in and to Transax at that time
(the "Loan Agreement").
Pursuant to the terms and conditions of the Loan Agreement, Transax
further agreed to repay to the Company all Principal Sum monies which are
advanced by the Company to Transax under the Loan Agreement, together with all
outstanding Interest accrued thereon, at or before the day which is 90 calendar
days from the earlier of one year from the execution date of the Loan Agreement
and the date upon which the Merger Agreement terminates for any reason
whatsoever, failing which the Company may immediately realize upon any of the
security which has been provided by Transax to the Company in accordance with
the terms of the Loan Agreement. This loan will become an intercompany loan
between parent and subsidiary.
Transax - Corporate Profile
Transax is the holding company of TDS Telecommunications Data Systems
Ltda. ("TDS") (being renamed "Transax Brazil Ltda"). TDS is a solutions
provider. Through a licensing agreement from Transax, TDS is using proprietary
software trademarked "MedLink", which is currently operating in Brazil, and
employs approximately 40 staff and contract personnel.
The MedLink solution has been specifically designed for the healthcare
and health insurance industry to allow insurance companies to connect to
healthcare providers and electronically undertake authorization of health claims
in real time. A transaction fee is charged to the insurer for use of the MedLink
system. MedLink has been developed as a "total connectivity" solution where
Transax is able to provide an insurer with the ability to cost effectively
process all of the transactions generated regardless of location of method of
generation.
An in-house authorization system for approximately 1300 healthcare
provider locations was developed by MedLink's software development team and sold
to Sul America/Aetna Life. Management of the Company believes that Sul
America/Aetna Life is the second largest private health insurance company in
Brazil. This stand-alone system is currently in use and processes approximately
350,000 claims monthly.
The strategic focus of Transax is to become a premier international
provider of information network solutions for the healthcare providers and
health insurance companies, enabling the real time automation of routine patient
eligibility verifications, authorization, claims processing and payment
functions that are currently performed manually.
Officers and Directors
In accordance with the terms and provisions of the Agreement the Board
of Directors has: (i) appointed Stephen Walters as a director and as the
President and Chief Executive Officer of the Company effective on August 14,
2003; and (ii) appointed Nathalie Pilon, CMA, as the Chief Financial Officer and
Secretary of the Company effective on August 14, 2003.
In accordance with the terms and provisions of the Agreement, the Board
of Directors will: (i) nominate and appoint the following additional persons
effective approximately on August 22, 2003 to serve as directors of the Company
until the next annual meeting of the Company's shareholders or until their
successors have been elected and qualified; and (ii) nominate and appoint the
following additional persons effective approximately on August 22, 2003 to serve
as officers of the Company.
Name Age Position with the Company
____ ___ _________________________
Stephen Walters 44 President/Chief Executive Officer
and Director
Graeme Smith 45 Vice President and Director
Nathalie Pilon CMA 35 Chief Financial Officer/Secretary
Laurie Bewes BBA 51 Director
David M. Bouzaid 49 Director
Grant Atkins 43 Director
STEPHEN WALTERS was appointed as the President, Chief Executive Officer
and a director of the Company effective on August 14, 2003. Mr. Walters is also
the President, Chief Executive Officer and a director of Transax. Mr. Walters
has more than 15 years of business experience in the Asia-Pacific Region. He is
responsible for corporate development initiatives that have seen a successful
restructuring of the predecessor company. Mr. Walters is also the founder and
principal of the Carlingford Group of companies based in Singapore. In the past
twenty-four months, Mr. Walters has raised over $6,000,000 for investment in
promising early stage technology companies principally from North America and to
expand their operations to the Asia-Pacific region through the establishment of
joint ventures with strategic partners and licensing arrangements. The
Carlingford Group focuses on companies in the biomedical, computer network and
wireless telecommunications industries. Mr. Walters possesses an in depth
knowledge of the public markets having previously acted as President and Chief
Executive Officer of a US public company. Mr. Walters currently is a director of
a number of private companies in Canada and Singapore.
GRAEME SMITH has been nominated to be appointed as a Vice President and
a director of the Company effective on approximately August 22, 2003. Mr. Smith
is also a Vice President and a director of Transax. During the past several
years, Mr. Smith was a former general manager of Telstra Technologies of
Australia and managing director of Telstra Corporation's customer premises
equipment business with a responsibility for a workforce of over 5,500 staff and
a cash flow of over $1 billion. Mr. Smith's principal expertise is related to
business development, marketing and strategic planning within the
telecommunications industry. More recently, Mr. Smith co-founded a private
telecommunications company and successfully raised over $100 million in the
capital markets for mergers and acquisition purposes. Currently, Mr. Smith is
also Chairman and President of an organization that specializes in assisting
telecommunication companies seeking entry into the global marketplace.
NATHALIE PILON was appointed as the Chief Financial Officer and
Secretary of the Company effective on August 14, 2003. Ms. Pilon is also the
Chief Financial Officer and secretary of Transax. Over the past several years,
Ms. Pilon has gained significant experience in finance, international
accounting, management and strategic planning while acting as Controller for
development stage corporations, such as Lorus Therapeutics, Inc. (formerly
Imutec Corporation Inc.). Ms. Pilon was also formerly Chief Financial Officer
for MIV Therapeutics Inc., an OTCBB listed company. Over the past few years, Ms.
Pilon consulted with various biotech and high tech companies, including Chromos
Molecular Systems and International Hydro Cut. Ms. Pilon holds a CMA designation
and obtained her bachelor's degree in Business Administration from Sherbrooke
University in 1990.
LAURIE BEWES has been nominated to be appointed as a director of the
Company effective on approximately August 22, 2003. Mr. Bewes is also a director
of Transax. Mr. Bewes has a Bachelor of Business Administration (RMIT) and is a
member of the Australian Institute of Company Directors (MAICD). His business
background over the past 20 years includes joint ventures, business development,
mergers, infrastructure privatization and start-ups across South America
(Argentina and Brazil), Asia (Indonesia, Singapore and Malaysia) and
Australia/New Zealand. Mr. Bewes has worked in various senior executive
positions for companies such as P & O, ANL and TNT.
DAVID BOUZAID has been nominated to be appointed as a director of the
Company effective on approximately August 22, 2003. Mr. Bouzaid is also a
director of Transax. Mr. Bouzaid has accumulated 27 years' experience in the
health insurance industry within Asia and the Australasia region. Mr. Bouzaid
specializes in New Business Development within the health insurance industry and
over the past four years he has gained a wealth of experience in Global
Healthcare Insurance. Mr. Bouzaid is currently regional director (Asia-Pacific)
for Interglobal Insurance Services Ltd. based in Bangkok, Thailand.
GRANT ATKINS is a director of the Company and has been the
President/Chief Executive Officer, Secretary, Treasurer/Chief Financial Officer
since October 15, 1998. For the past six years, Mr. Atkins has been
self-employed and has acted as a financial and project coordination consultant
to clients in government and private industry. He has extensive multi-industry
experience in the fields of finance, administration and business development.
During 1998 and 1999 Mr. Atkins was a consultant through the private management
consulting companies of TriStar Financial Services, Inc. and Investor
Communications International, Inc. Mr. Atkins is also a member of the board of
directors of Intergold Corporation, a publicly traded corporation formerly
engaged in the exploration of gold and silver, and a member of the board of
directors of GeneMax Corp., a publicly traded corporation.
Changes in Control of Registrant
As a result of the issuance of restricted shares of Common Stock and
the grant of common stock options and purchase warrants pursuant to the
Agreement, there was a change in control of the Company. After completion of the
issuances of Common Stock and options and warrants as required by the Agreement,
the total estimated capitalization of the Company is 12,172,908 shares of Common
Stock issued and outstanding. As of the date of this Report, the Company has
issued an aggregate of 11,066,207 shares of its restricted Common Stock to the
Transax Shareholders and has granted an aggregate of 4,100,000 warrants and
4,500,000 options to the existing Transax warrantholders and optionholders. The
table below reflects ownership assuming all issuance of Common Stock have been
made and all grants of options and warrants have been made in accordance with
the terms of the Agreement.
The Board of Directors hereby set forth the names and addresses, and
the approximate number of shares of Common Stock owned of record, or to be owned
of record, or beneficially by each person who owned, or is known by the Company
to own beneficially, more than five percent (5%) of the Company's Common Stock,
and the name and shareholdings of each officer and director and all officers and
directors of the Company as a group.
After completion of the issuances of Common Stock and options and
warrants as required by the Agreement, the total estimated capitalization of the
Company is 12,172,908 shares of Common Stock issued and outstanding.
________________________________________________________________________________
Title of Class Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership of Class
________________________________________________________________________________
(1)(2)
Common Stock Carlingford 1,000,000 8.21%
Investments Limited
80 Raffles Place
#16-20 UOB Plaza II
Singapore 048624
(1)(3)
Common Stock Cardlink Worldwide, Inc. 1,191,870 9.79%
2330 NW 102nd Avenue, #5
Miami, Florida 33172
(1)(4)
Common Stock Stephen Walters 7,100,850 44.74%
Bali View Block A4/7
Jl. Cirendeu Raya 40
Jakarta Seletan 13419
Indonesia
(1)(5)
Common Stock Graeme Smith 150,000 1.22%
25 South Harper's Rd.
Woodend
Victoria, Australia
3442
(1)(6)
Common Stock Nathalie Pilon 150,000 1.22%
2919 Ontario Street
Vancouver, British Columbia
Canada V5T 2Y3
(1)(7)
Common Stock Laurie Bewes 425,000 3.43%
429 Willarong Road
Caringbah, Australia
N5W 2229
(1)(8)
Common Stock David Bouzaid 250,000 2.02%
Jl. Bangka 7
Dalam No. 3A
Kemang
Jakarta Selata 12730
Indonesia
(1)
Common Stock Grant Atkins 250 .002%
435 Martin Street
Suite 2000
Blaine, Washington 98230
(9)
Common Stock All officers and directors 7,801,100 47.21%
as a group (6 persons)
________________________________________________________________________________
(1)
These are restricted shares of Common Stock.
(2)
The 1,000,000 shares of Common Stock is held of record by Carlingford Invest-
ments Limited as trustee on behalf of several underlying shareholders of
Carlingford Investments Limited.
(3)
The 1,191,870 shares of Common Stock is held of record by Cardlink Worldwide,
Inc. as trustee on behalf of several underlying shareholders of Cardlink
Worldwide, Inc.
(4)
Mr. Stephen Walters is an initial founding shareholder of Transax Limited.
This figure includes: (a) 4 shares of Common Stock held of record by Mr.
Walters; (b) 3,400,846 shares of Common Stock held of record by Carlingford
Investments Limited, over which Mr. Walters has sole voting and disposition
rights; (c) an assumption of the exercise by Mr. Walters of an aggregate of
1,000,000 options granted to Mr. Walters to acquire 1,000,000 shares of Common
Stock at $0.50 per share expiring on August 14, 2008; and (d) an assumption of
the exercise by Carlingford Investments Limited of an aggregate of 2,700,000
warrants held of record by Carlingford Investments Limited, over which Mr.
Walters has sole and disposition rights, into 2,700,000 shares of Common Stock
at a price of $1.00 per share expiring on August 14, 2008.
(5)
Represents an assumption of the exercise by Mr. Smith of an aggregate of
150,000 options to acquire 150,000 shares of Common Stock at $0.50 per share
expiring on August 14, 2008.
(6)
This figure includes (a) 50,000 shares of Common Stock; and (b) an assumption
of the exercise by Ms. Pilon of an aggregate of 100,000 options to acquire
100,000 shares of Common Stock at $0.50 per share expiring on August 14, 2008.
(7)
This figure includes (a) 225,000 shares of Common Stock; and (b) an assumption
of the exercise by Mr. Bewes of an aggregate of 200,000 options to acquire
200,000 shares of Common Stock at $0.50 per share expiring on August 14, 2008.
(8)
This figure includes (a) 50,000 shares of Common Stock; and (b) an assumption
of the exercise by Mr. Bouzaid of an aggregate of 200,000 options to acquire
200,000 shares of Common Stock at $0.50 per share expiring on August 14, 2008.
(9)
This figure includes: (1) 3,726,100 shares of Common Stock; (b) the
assumption of the exercise of an aggregate of 1,650,000 options into 1,650,000
shares of Common Stock; and (c) the assumption of the exercise of an aggregate
of 2,700,000 warrants into 2,700,000 shares of Common Stock.
The change in control was relinguished pursuant to previous beneficial owner-
ship as follows: (1) Investor Communications International Inc. holding of
record 303,562 shares of Common Stock, representing a then 26.94% equity
interest; (ii) Alexander W. Cox holding of record 216,165 shares of Common
Stock, representing a then 19.19% equity interest; (iii) Brent Pierce holding of
record 70,312 shares of Common Stock, representing a then 6.24% equity interest;
(iv) Pacific Rim Financial Inc. holding of record 56,665 shares of Common Stock,
representing a then 5.03% equity interest; and (v) TriStar Financial Services
Inc. holding of record 60,811 shares of common stock, representing a then 5.40%
equity interest.
Except as set forth above, there are no arrangements or understandings
among the entities and individuals referenced above or their respective
associates concerning election of directors or other any other matters.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
To be filed.
(b) Pro Forma Financial Information.
To be filed.
(c) Exhibits.
None
SIGNATURES
In accordance with 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, hereunto duly authorized.
TRANSAX INTERNATIONAL LIMTIED
Date: August 19, 2003 By: /s/ STEPHEN WALTERS
______________________________
Stephen Walters, President and
Chief Executive Officer