-----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, U1cLWPNIu+dRp1ANp9QJ38S/gRdPxE55dXnZ8fx25SL2XSoODmFSMGr5GLw1INJd 6uEzxh+YCHSvqF0363uuTA== 0001227528-04-000114.txt : 20041104 0001227528-04-000114.hdr.sgml : 20041104 20041104150807 ACCESSION NUMBER: 0001227528-04-000114 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041104 DATE AS OF CHANGE: 20041104 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WALTERS STEPHEN CENTRAL INDEX KEY: 0001260486 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: BALI VIEW BLOCK A4-7 STREET 2: CIRENDEU RAYA 46 CITY: JAKARTA SELATAN STATE: K8 ZIP: 15419 BUSINESS PHONE: 6047716856 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSAX INTERNATIONAL LTD CENTRAL INDEX KEY: 0001097896 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 841304106 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58851 FILM NUMBER: 041119437 BUSINESS ADDRESS: STREET 1: 7545 IRVINE CENTRE DRIVE STREET 2: SUITE 200 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-623-8316 MAIL ADDRESS: STREET 1: 7545 IRVINE CENTRE DRIVE STREET 2: SUITE 200 CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: VEGA ATLANTIC CORP/CO DATE OF NAME CHANGE: 19991027 SC 13D 1 l13dwalters110404.txt 13-D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (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) TRANSAX INTERNATIONAL LIMITED (Name of Issuer) Common Stock -- par value $0.00001 (Title of Class of Securities) 36870Q103 (CUSIP Number) Diane D. Dalmy, Esq. 8965 W. Cornell Place Lakewood, Colorado 80227 303.985.9324 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 29, 2004 (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 which 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(b) for other parties to whom copies are to be sent. *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 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). SCHEDULE 13D - -------------------------- -------------------------- CUSIP No. 36870Q103 Page 2 of 7 Pages - --------------------------- -------------------------- - -------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON: Stephen Walters S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON - -------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------- 4 SOURCE OF FUNDS Settlement Agreement - -------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION UK - -------------------------------------------------------------------------- 7 SOLE VOTING POWER 234,819 Shares of Common Stock held of record. And, 5,970,455 shares of Common Stock, which are held of record by Carlingford Investments Limited, over which Mr. Walters has sole voting and disposition power. NUMBER OF ------------------------------------------------ SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH ------------------------------------------------ REPORTING PERSON 9 SOLE DISPOSITIVE POWER WITH 234,819 shares of Common Stock held of Record. And, 5,970,455 shares of Common Stock, which are held of record by Carlingford Investments Limited, over which Mr. Walters has sole voting and disposition ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 234,819 shares of Common Stock held of record by Mr. Walters and 5,970,455 shares of common stock held of record by Carlingford Investments Limited. - ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.07% - ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IND - ------------------------------------------------------------------------- This original Schedule 13D statement (the "Schedule") is filed on behalf of Stephen Walters, an individual ("Walters") as the reporting person hereunder, relative to the acquisition by Walters of certain shares of common stock issued by Transax International Limited. Walters has made a previous filing on Schedule 13D relating to this issuer. ITEM 1. SECURITY AND ISSUER. This Schedule relates to the voting common stock, $0.00001 par value, of Transax International Limited ("Transax"). Transax maintains its principal executive offices at 7545 Irvine Center Drive, Suite 2000 Spectrum Center, Irvine, California 92618. ITEM 2. IDENTITY AND BACKGROUND This Schedule is being filed by Stephen Walters, an individual and a citizen of the United Kingdom, and Carlingford Investments Limited. The address of Walters is Flat 3, Elstree Court, 81 Bispham Road, Blackpool, Lancs, FY2- 0SX, UK. The address of Carlingford Investments Limited, a corporate entity organized under the law of Mauritius ("Carlingford") is 80 Raffles Place, #16- 20 UOB Plaza II, Singapore 048624. Pursuant to General Instruction C of Schedule 13D, Walters and Carlingford (the "Instruction C Persons") and the information specified in items (a) through (f) of Item 2 with respect to such Instruction C Person, is as follows: - ---------------------------------------------------------------------------- Name Position with Address Transax - ---------------------------------------------------------------------------- Stephen Walters Director and Chief Executive Officer Flat 3 Elstree Crt. 81 Bisham Road, Blackpool, Lancs FY20SX, UK Carlingford Investments Limited Shareholder 80 Raffles Place #16-20 UOB Plaza II Singapore 048624 - -------------------------------------------------------------------------- Walters has the sole right to control the disposition of and vote the Transax securities acquired. During the last five (5) years, no Instruction C Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) nor has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or become 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 Transax and Walters entered into a settlement agreement dated September 29, 2004 (the "Walters Settlement Agreement") regarding: (i) the settlement of an aggregate amount of $135,000.00 due and owing to Walters by Transax relating to managerial and consulting services provided by Walters pursuant to certain contractual relations between Transax and Walters (the "Debt")Pursuant to the terms and provisions of the Walters Settlement Agreement: (i) Transax agreed to settle the Debt by issuing to Walters and/or his designates an aggregate of 1,687,500 shares of its restricted Common Stock at the rate of $0.08 per share (which amount is based upon the average of the open and close price of $0.08 of Transax's shares of Common Stock traded on the OTC Bulletin Board between September 19, 2004 and September 29, 2004); and (ii) Walters agreed to convert the Debt and accept the issuance of an aggregate of 1,687,500 shares of restricted Common Stock of Transax as full and complete satisfaction of the Debt. Simultaneously, Walters and Carlingford Investment Limited ("Carlingford") entered into an agreement for acquisition of securities and investor representation letter dated September 29, 2004 (the "Walters/Carlingford Agreement"). Pursuant to the terms and provisions of the Walters/Carlingford Agreement: (i) Walters agreed to transfer to Carlingford an aggregate of 1,250,000 shares of the restricted Common Stock in consideration for a debt due and owing by Walters to Carlingford; and (ii) Carlingford agreed to accept the transfer of the 1,250,000 shares of restricted Common Stock as settlement of its debt. Simultaneously, Walters and Silsastri Yani (the "Walters Creditor) entered into an agreement for acquisition of securities and investor representation letter dated September 29, 2004 (the "Walters/Creditor Agreement"). Pursuant to the terms and provisions of the Walters/Creditor Agreement: (i) Walters agreed to transfer to the Walters Creditor an aggregate of 437,500 shares of the restricted Common Stock in consideration for a debt due and owing by Walters to the Walters Creditor; and (ii) the Walters Creditor agreed to accept the transfer of the 437,500 shares of restricted Common Stock as settlement of its debt. In accordance with a letter of instruction from Walters and the terms and provisions of the Walters Settlement Agreement, Transax issued an aggregate of 1,250,000 shares of its restricted Common Stock to Carlaingford and an aggregate of 437,500 shares of its restricted Common Stock to the Walters Creditor, pursuant to the transactional exemption under Section 4(2) and Regulation S of the Securities Act. Walters executed the Walters Settlement Agreement and acknowledged that the securities to be issued have not been registered under the Securities Act, that he understood the economic risk of an investment in the securities, and that he had the opportunity to ask questions of and receive answers from the Company's management concerning any and all matters related to acquisition of the securities. Carlingford and the Walters Creditor each executed the Walters/Carlingford Agreement and the Walters/Creditor Agreement, respectively, and acknowledged that the securities to be issued have not been registered under the Securities Act, that they understood the economic risk of an investment in the securities, and that they had the opportunity to ask questions of and receive answers from Transax's management concerning any and all matters related to acquisition of the securities. ITEM 4. PURPOSE OF TRANSACTION The transaction described herein was undertaken for the purpose of settlement of debt. Pursuant to the instructions for items (a) through (j) of Item 4, Walters has plans as follows: (a) As set forth in Item 3 of this Schedule, Walters has acquired an aggregate of 1,687,500 shares of restricted Common Stock of Transax, of which Mr. Walters assigned and transferred to Carlingford and the Walters Creditor as described above. Walters may consider the acquisition of additional shares of restricted Common Stock of Transax pursuant to the subsequent exercise of 750,000 stock options at $0.50 per share expiring on August 14, 2008. (b) Walters does not have any present plans or proposals to cause a merger or effect a liquidation or reorganization of Transax or to enter into extraordinary corporate transactions. (c) Walters does not have any present plans or proposals to cause a sale or transfer of a material amount of assets of Transax. (d) Walters does not have any present plans or proposals to cause a change in the present board of directors or in the management of Transax, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board. (e) Walters does not have any present plans or proposals to cause a material change in the capitalization of Transax. (f) Walters does not have any present plans or proposals to make any other material change to the business or corporate structure of Transax. (g) Walters does not have any present plans or proposals to change Transax's charter, bylaws or instruments corresponding thereto or to take other actions that impede the acquisition of control of Transax by any person. (h) Walters does not have any present plans or proposals to cause Transax's common stock from not being quoted on the OTC Bulletin Board. (i) Walters does not have any present plans or proposals relating to a class of securities of Transax becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. (j) Walters does not have any present plans or proposals to take any action similar to any of those enumerated in (a) through (i) above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a) As of the close of business on September 29, 2004, Walters beneficially owned of record 234,819 shares of restricted Common Stock of Transax held of record, and 5,970,455 shares of restricted Common Stock of Transax held of record by Carlingford, over which Mr. Walters has sole voting and disposition rights. (b) Walters does not own any other common or preferred shares of Transax as of the date of this Schedule. Walters has been granted 750,000 stock options, which may be exercised into 750,000 shares of restricted Common Stock at $0.50 per share expiring on August 14, 2008. Carlingford has been issued 2,700,000 warrants, over which Walters has sole disposition rights, which may be exercised into 2,700,000 shares of restricted Common Stock at $1.00 per share expiring on August 14, 2008. Carlingford has been issued 48,333 warrants, over which Walters has sole disposition rights, which may be exercised into 48,333 shares of Common Stock at a price of $0.20 per share expiring on September 29, 2009. (c) As of September 29, 2004, and within the sixty day period prior thereto, to the best knowledge and belief of the undersigned, no transactions involving Transax equity securities had been engaged in by Walters, other than as described above. (d) To the best knowledge and belief of the undersigned, no person other than Walters has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER No contracts, arrangements, understandings or relationships between Walters and those named in Item 2 exist with respect to securities of the issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Settlement Agreement between Transax International Limited and Stephen Walters dated September 29, 2004. SIGNATURES 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. Date: November 3, 2004 /s/ Stephen Walters - -------------------- ---------------------- Stephen Walters EX-1 2 walterssettlementagreement.txt SETTLEMENT AGREEMENT BETWEEN TRANSAX INTERNATIONAL LIMITED AND STEPHEN WALTERS DATED ON SEPTEMBER 29, 2004 SETTLEMENT AGREEMENT THIS SETTLEMENT AGREEMENT is entered into as of this 29th day of September, 2004 by and between Transax International Limited, a Colorado corporation (the "Company") and Stephen Walters, the President/Chief Executive Officer and a director of the Company ("Walters"). RECITALS: WHEREAS, the Company has incurred substantial monetary obligations concerning its business operations and the development and marketing of its products; WHEREAS, Walters has provided certain managerial and consulting services to the Company pursuant to certain contractual relations between the Company and Walters in order to assist the Company in its ongoing business operations; WHEREAS, the Company has incurred an aggregate of $135,000.00 to Walters relating to the managerial and consulting services provided by Walters to the Company (the "Debt"); WHEREAS, the Company and Walters have settled their differences regarding the Debt and wish to set forth their settlement agreement; WHEREAS, the Company desires to settle the Debt by issuing to Walters and/or his designates 1,687,500 shares of its restricted common stock, par value $0.00001 (the "Common Stock") at the rate of $0.08 per share (which amount is based upon the average of the open and close price of $0.08 of the Company's shares of Common Stock traded on the OTC Bulletin Board between September 19, 2004 and September 29, 2004); WHEREAS, Walters desires to convert the Debt and accept the issuance of 1,687,500 shares of restricted Common Stock of the Company as full and complete satisfaction of the Debt; WHEREAS, the Company and Walters desire to release one another from any and all further liability as related to the aforesaid Debt; and WHEREAS, the Board of Directors of the Company by unanimous written consent dated September 29, 2004 has approved the execution of this Settlement Agreement and the issuance of the 1,687,500 shares of restricted Common Stock to Walters as settlement of the Debt. NOW, THEREFORE, in consideration of the aforesaid recitals and mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. The Company agrees to issue to Walters and/or his designates 1,687,500 shares of its restricted Common Stock, at $0.08, as of September 29, 2004, as full and complete satisfaction and payment of the Debt. 2. Walters agrees to accept the issuance of 1,687,500 shares of the restricted Common Stock of the Company as full and complete satisfaction and payment of the Debt. 3. The Company and Walters shall agree to release each other and forever discharge any and all claims, manner of actions, whether at law or in equity suits, judgments, debts, liens, liabilities, demands, damages, losses, sums of money, expenses or disputes, known or unknown, fixed or contingent, which it now has or may have hereafter, directly or indirectly, individually or in any capacity against each other, their successors and assigns, as well as its present or former owners, directors, officers, stockholders, employees, agents, heirs, by reason of any act, omission, matter, cause, or thing whatsoever, from the beginning of time to, and including the date of the execution of this Agreement, relating to the aforesaid Debt. 4. Walters acknowledges that the issuance of the 1,687,500 shares of restricted Common Stock: (i) has not been registered under the Securities Act of 1933, as amended (the "1933 Securities Act"); (ii) is in reliance on the exemption provided by Section 4(2) and/or Regulation S of the 1933 Securities Act; (iii) are being acquired solely for Walters' own account without any present intention for resale or distribution, with the exception of those shares of Common Stock to be transferred to designates of Walters in accordance with that certain Letter of Instruction from Walters; (iv) will not be resold without registration under the 1933 Securities Act or in compliance with an available exemption from registration, unless the shares of Common Stock are registered under the 1933 Securities Act and under any applicable state securities law or an opinion of counsel satisfactory to the Company is delivered to the Company to the effect that any proposed distribution of the shares of Common Stock will not violate the registration requirements of the 1933 Securities Act and any applicable state securities laws; and (v) that Walters understands the economic risk of an investment in the Common Stock and has had the opportunity to ask questions of and receive answers from the Company's management concerning any and all matters related to the acquisition of the Common Stock. 5. This Settlement Agreement shall be effective as of September 29, 2004 and shall be binding upon and insure to the benefit of the parties hereto and their respective successors. Transax International Limited Date:_____________ By:__________________________ Nathalie Pilon, Chief Financial Officer Date:_____________ _____________________________ Stephen Walters -----END PRIVACY-ENHANCED MESSAGE-----