FORM 8-K
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): September 8, 2003
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 (Zip Code)
Executive offices)
Registrant's telephone number, including area code 973-777-2307
Name of each exchange on
Title of each class which registered
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Common Stock $.001 par value OTC Electronic Bulletin Board
DOCUMENTS INCORPORATED BY REFERENCE
Location in Form 8-K Incorporated Document
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None None
Item 1. Changes in Control of Registrant. None
Item 2. Acquisition or Disposition of Assets. None.
Item 3. Bankruptcy or Receivership. None
Item 4. Changes in Registrant's Certifying Accountant. None.
Item 5. Other Events. Effective September 3, 2003, The Sherwin-Williams
Company ("Sherwin-Williams") surrendered for cancellation all of its
1,000,000 shares of common stock and all of its 1,758,839 shares of
preferred stock, including accrued stock dividends after February
28, 2003. The decision was based solely on Sherwin-Williams' review
of its mandatory right to convert its preferred shares into common
stock pursuant to an agreement reached on August 7, 2000, which upon
exercise would have resulted in Sherwin-Williams owing 90+% of the
company's common stock. Under the circumstances Sherwin-Williams
preference was to terminate its entire ownership interest in the
company, versus having to assume a substantial controlling interest
in the company pursuant to the terms and conditions of the August 7,
2000 agreement.
Effective September 3, 2003, the company has terminated all of its
preferred shares having had a liquidation preference of $1.00 per
share, or a face value of $1,758,359, and has reduced its issued and
outstanding common stock by 1,000,000 shares to 25,245,187. The
cancellation of these shares will result in an increased ownership
interest for all remaining shareholders.
The company's former bank, Dime Commercial Corp. ("Dime"), refused
to extend its foreclosure date of July 1, 2003, to enable the
company to close a contract to sell its former operating plant in
Clifton, New Jersey to a buyer that had agreed to purchase the
property for $1,380,000 (and had placed $100,000 into escrow). On
July 1, 2003, pursuant to the foreclosure, the company conveyed full
ownership of its real property and personal tangible property to
Dime. The company continues to own all of its intangible personal
property which it needs to remain as a going concern.
Dime has since listed the real property for sale at $1,500,000 and
has appraised the personal tangible property at $157,575 for a total
value of $1,657,575. On July 1, 2003, the full amount of the
judgment owed to Dime, plus costs was $1,336,299. The company has
demanded in a formal court filing that it receive a surplus of the
difference between the fair market value of its property and the
judgment. A hearing will be scheduled for mid-September to make the
determination.
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
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.
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NOVEX SYSTEMS INTERNATIONAL CORPORATION
By: /SS/ Daniel W. Dowe
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Daniel W. Dowe, President
Dated: September 8, 2003
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