-----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, BA7Csxgym0uP0jqJa69Tbel7ylVJcXPejRcljSO9h39LLGA3WYSaNMbvWqbWF/dl /uW1pedd7eINXWU8QWQYrQ== 0001010549-03-000687.txt : 20031124 0001010549-03-000687.hdr.sgml : 20031124 20031124161907 ACCESSION NUMBER: 0001010549-03-000687 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20031124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SMITH DAVID CLARK CENTRAL INDEX KEY: 0001270138 FILING VALUES: FORM TYPE: SC 13D MAIL ADDRESS: STREET 1: 3019-16TH STREET N.E. STREET 2: CALGARY ALBERTA T2E-7K8 CITY: CALGARY ALBERTA STATE: A0 ZIP: 00000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDINEX SYSTEMS INC CENTRAL INDEX KEY: 0001054709 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 820514605 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-61175 FILM NUMBER: 031020947 BUSINESS ADDRESS: STREET 1: 804 NORTH LINCOLN #2 CITY: POST FALLS STATE: ID ZIP: 83854 BUSINESS PHONE: 2087734865 MAIL ADDRESS: STREET 1: 804 NORTH LINCOLN STREET STREET 2: #2 CITY: POST FALLS STATE: ID ZIP: 83854 FORMER COMPANY: FORMER CONFORMED NAME: NETIVATION COM INC DATE OF NAME CHANGE: 19990614 FORMER COMPANY: FORMER CONFORMED NAME: NETIVATION INC DATE OF NAME CHANGE: 19990127 SC 13D 1 medinex13dsmith111403.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __________ )(1) Medinex Systems, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.001 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 64115R108 - -------------------------------------------------------------------------------- (CUSIP Number) David Smith 18300 Sutter Boulevard Morgan Hill, California 95037. (408) 782-2005 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 14, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [_]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. (Continued on following pages) (Page 1 of 6 Pages) - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 64115R108 13D Page 2 of 6 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) David Smith ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 4,203,360 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,203,360 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH 0 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,203,360 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 64115R108 13D Page 3 of 6 Pages ________________________________________________________________________________ Item 1. Security and Issuer. This statement relates to shares of common stock, $0.001 par value per share (the "Common Stock") of Medinex Systems, Inc., a Delaware corporation (the "Issuer"). As of November 19, 2003 there were 21,203,448 shares of common stock ("Common Stock") outstanding.1 The principal executive offices of the Issuer are located at 18300 Sutter Boulevard, Morgan Hill, California 95037. ________________________________________________________________________________ Item 2. Identity and Background. David Smith (sometimes referred to herein as the "Reporting Person") is a citizen of the United States and his principal business address is 18300 Sutter Boulevard, Morgan Hill, California 95037. Mr. Smith is Chief Executive Officer of the Issuer, whose principal business is to distribute new and used telecommunications equipment and recycle electronic waste. The principal address of the Issuer is 18300 Sutter Boulevard, Morgan Hill, California 95037. During the last five years, Mr. Smith has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor was he a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ________________________________________________________________________________ Item 3. Source and Amount of Funds or Other Consideration. Stock Exchange Transaction -------------------------- On November 14, 2003, the Issuer acquired through a stock exchange transaction (the "Stock Exchange") three Alberta, Canada based companies and one Mexico based company. These companies are: Maxus, Maxus Technology, Inc., Triple-Too Communications, Inc. and MAXUS Technology, S. DE R.L. DE C.V. (collectively, "Subsidiaries"). The Stock Exchange was effected pursuant to the terms of a Canadian Share Exchange Agreement, dated as of November 14, 2003, referred to in this Report as the Exchange Agreement. As a result of the Stock Exchange, the Issuer issued an aggregate of 15 million shares of its Common Stock, which number includes 10,267,840 shares ("Exchangeable Shares") issued by Maxus Holdings, Inc. that are immediately exchangeable for shares of Common Stock on a one for one basis as more particularly discussed below, to the stockholders of Maxus, representing approximately 70.74% of its issued and outstanding common stock immediately subsequent to the Stock Exchange. Upon consummation of the Stock Exchange, the Issuer assumed the business operations of the Subsidiaries. Through the Subsidiaries, the Issuer provides asset maximization, which involves helping clients maximize the use of their telecommunications assets, whether through finding buyers for surplus equipment or refurbishing older equipment, and electronic waste recycling, which involves recycling those assets that cannot be sold. Prior to the Stock Exchange, the Issuer formed a subsidiary, Maxus (Nova Scotia) Company, a Nova Scotia Unlimited Liability Company ("Nova Scotia Co"), on September 22, 2003, and formed an additional subsidiary, Maxus Holdings, Inc., a corporation incorporated under the laws of the Province of Ontario ("Exchange Co"), on November 12, 2003. The Issuer incorporated these two subsidiaries to accommodate certain tax considerations in the acquisition of shares from Canadian stockholders of Maxus as a result of the Stock Exchange. ___________ (1) The number of shares of Common Stock outstanding reported herein includes 10,267,840 exchangeable shares issued by Maxus Holdings, Inc., a wholly-owned subsidiary of the Issuer, which are immediately exchangeable into shares of common stock at the option of the holder on a one share-for-one share basis. CUSIP No. 64115R108 13D Page 4 of 6 Pages To effect the Stock Exchange, on November 14, 2003 the Issuer, through Nova Scotia Co, issued 4,732,160 shares of Common Stock and, through Exchange Co, issued 10,267,840 Exchangeable Shares, which are convertible to shares of Common Stock, in exchange for all of the outstanding shares of Maxus. The Issuer has reserved 10,267,840 shares of Common Stock for issue to the stockholders of Exchangeable Shares. The holders of Exchangeable Shares have equal economic value as stockholders of Common Stock. Holders of Exchangeable Shares also have conversion rights to convert their shares into the identical number of shares of Common Stock at any time, and in the event of the Issuer's liquidation, dissolution or winding-up, whether voluntary or involuntary, the Exchangeable Shares will be redeemed for an equal number of shares of Common Stock enabling the holders to proportionally share in assets available for distribution after satisfaction of all liabilities and payments of the applicable liquidation preferences. Prior to the Stock Exchange, there were no material relationships between the Issuer and Maxus, or any of the parties' respective affiliates, directors or officers, or any associates of their respective officers or directors. Effective November 19, 2003, the sole director of the Issuer appointed Michele Whatmore as a member of the Board of Directors and subsequently resigned. The reconstituted Board of Directors then elected Mr. Smith as Chief Executive Officer, Michele Whatmore as President, James Ross as Chief Financial Officer and Gary Powers as Chief Operations Officer. ________________________________________________________________________________ Item 4. Purpose of Transaction. The contents of Item 3 above are incorporated by reference. Mr. Smith acquired the reported shares pursuant to the Exchange Agreement with the purpose of obtaining control over the Issuer. Maxus and the Issuer structured the Stock Exchange so that the stockholders of Maxus would own a majority of the outstanding common stock of the Issuer and Maxus would become a wholly-owned subsidiary of the Issuer. Except as set forth in this Item 4, the Reporting Person has no present plans or proposals that relate to or that would result in any of the following actions: (a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (j) Any action similar to any of those enumerated above. CUSIP No. 64115R108 13D Page 5 of 6 Pages ________________________________________________________________________________ Item 5. Interest in Securities of the Issuer. The contents of the cover page to this Schedule and items 3 and 4 above are incorporated by reference. Pursuant to Rule 13d-3(a) of the Securities Exchange Act of 1934, as of November 14, 2003, Mr. Smith may be deemed to be the beneficial owner of 4,203,360 shares of the Issuer's common stock, which constitute approximately 19.8% of the 21,203,448 shares of the Issuer's common stock outstanding at November 19, 2003.2 This percentage is based on the number of shares outstanding immediately following the Stock Exchange transaction, which number reflects all transactions contemplated therein. Mr. Smith acquired such shares in a privately negotiated Stock Exchange, as described above. Prior to the Stock Exchange, none of Maxus or any of its stockholders owned any shares of the Issuer. Mr. Smith exercises sole voting power and sole dispositive power with respect to all such shares of which he is the beneficial owner. Except as disclosed herein, Mr. Smith has not effected any transactions in the Issuer's common stock during the preceding 60 days. ________________________________________________________________________________ Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The contents of Items 3 and 4 above are incorporated by reference. Except as set forth in Items 3 and 4 above and this Item 6, to the best knowledge of the Reporting Person, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer. _________________________ (2) The number of shares of Common Stock outstanding reported herein includes 10,267,840 exchangeable shares issued by Maxus Holdings, Inc., a wholly-owned subsidiary of the Issuer, which are immediately exchangeable into shares of common stock at the option of the holder on a one share-for-one share basis. ________________________________________________________________________________ Item 7. Material to be Filed as Exhibits. Exhibit 10.1: Canadian Share Exchange Agreement dated November 14, 2003 among Medinex Systems, Inc., Maxus (Nova Scotia) Company, Maxus Holdings Inc., 901133 Alberta Ltd. and Medallion Capital Corporation (excludes schedules and exhibits) (1) _______________________ (1) Previously filed as an exhibit to the Current Report on Form 8-K filed on November 20, 2003. ________________________________________________________________________________ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATED: November 24, 2003 /s/ David Smith ---------------------------------------- David Smith -----END PRIVACY-ENHANCED MESSAGE-----