FORM 8-KSB
UNITED STATE
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 5, 2002
NOVEX SYSTEMS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
New York 0-26112 41-1759882
(State of Jurisdiction) (Commission File Number) (IRS Employer ID No.)
16 Cherry Street, Clifton, New Jersey 07014
(Address of Principal Executive offices) (Zip Code)
Registrant's telephone number, including area code 973-777-2307
Name of each exchange on
Title of each class which registered
Common Stock $.001 par value OTC Electronic Bulletin Board
DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 8-K Incorporated Document
None None
Item 1. Changes in Control of Registrant. None
Item 2. Acquisition or Disposition of Assets. Today the company's board of
directors voted in favor of conducting a sale of its business
assets. The board's decision was based primarily on unsolicited
inquiries that were made by strategically positioned companies in
the building materials industry to acquire certain assets owned by
the company, the company's current financial status and the amount
of capital that would need to be raised by the company to further
its own business expansion plans. The board believes that the
company's past efforts to make three complimentary acquisitions and
open new distribution channels would enable a much larger
prospective purchaser that is already equipped with a national sales
and marketing infrastructure to rapidly expand sales of the
company's brands.
Assuming the sale of the company's business is completed through the
sale of the company's assets to one or more buyers the proceeds from
the transaction(s) will be allocated to paying down the company's
secured debt and then its unsecured debts. If the company should
have excess proceeds it will likely retain the proceeds in the
company and utilize the cash assets and the company's $8 million net
operating loss to negotiate a transaction with a privately held
company that would like to become public through a reverse merger
transaction. The board believes that the company's four years of
comprehensive financial reports that are on file with the
Commission, its transparency and lack of contingent liabilities and
its net operating loss are valuable factors that could be marketed
successfully to enable the company's shareholders to have an
ownership interest in a much larger scale company that has the
financing and personnel to achieve its business plan. While the
board has not yet identified the type or size of company that it
would approve a merger with, it will seek to find either an
established company that has a successful track record and near-term
growth plans that are realistic and achievable, or a small company
that has proprietary technology and the capital needed to carry out
its business plan.
Item 3. Bankruptcy or Receivership. None
Item 4. Changes in Registrant's Certifying Accountant. None.
Item 5. Other Events. None.
Item 6. Resignation of Registrant's Directors. None.
Item 7. Financial Statements and Exhibits. None.
Item 8. Change in Fiscal Year. None.
Item 9. Sales of Equity Securities Pursuant to Regulation S. None
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in capacities and on the dates indicated and is duly authorized.
NOVEX SYSTEMS INTERNATIONAL, INC.
By: /s/ Daniel W. Dowe
------------------------------
Daniel W. Dowe, President
Dated: November 5, 2002
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