0001227528-05-000011.txt : 20120705
0001227528-05-000011.hdr.sgml : 20120704
20050127114627
ACCESSION NUMBER: 0001227528-05-000011
CONFORMED SUBMISSION TYPE: SC 13D
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20050127
DATE AS OF CHANGE: 20050127
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: 05552605
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
l13dwalters012605.txt
13D
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 $0.0001
(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)
January 24, 2005
(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
--------------------------- --------------------------
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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) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS Settlement Agreement
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UK
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7 SOLE VOTING POWER
734,819 shares of Common Stock
NUMBER OF ------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH ------------------------------------------------
REPORTING PERSON 9 SOLE DISPOSITIVE POWER
WITH 734,819 shares of Common Stock
------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
734,819 shares of Common Stock held of record by Mr. Walters and
750,000 Stock Options exercisable into 750,000 shares of Common Stock at a
price of $0.50 per share expiring on August 14, 2008.
-------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.09%
-------------------------------------------------------------------------
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 Canada. The address of Walters is Bali View Block A4/7, J1, Cirendeu
Raya 46, Jakarta Seletan, Indonesia 15419.
Pursuant to General Instruction C of Schedule 13D, Walters (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 Bali View Block
Executive Officer A4/7, J1
Cirendeu Raya 46
Jakarta Seletan
Indonesia 15419
--------------------------------------------------------------------------
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 January 24,
2005, to be effective as of December 31, 2004 (the "Walters Settlement
Agreement") regarding the settlement of an aggregate amount of $75,000.00 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 an aggregate of 500,000 shares of its restricted Common Stock at the
rate of $0.15 per share (which amount is based upon the average of the open and
close price of $0.15 of Transax's shares of Common Stock traded on the OTC
Bulletin Board between December 21, 2004 and December 31, 2004); and (ii)
Walters agreed to convert the Debt and accept the issuance of an aggregate of
500,000 shares of restricted Common Stock of Transax as full and complete
satisfaction of the Debt.
Pursuant to the terms of the Walters Settlement Agreement, Transax issued
an aggregate of 500,000 shares of its restricted Common Stock to Walters
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.
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 500,000 shares of restricted Common Stock of Transax.
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 and 250,000 stock options at $0.20 per share expiring
on December 30, 2009.
(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 January 24, 2005, Walters beneficially
owned of record 734,819 shares of restricted Common Stock of Transax
held of record, and 750,000 Stock Options exercisable into 750,000
shares of Common Stock at a price of $0.50 per share expiring on
August 14, 2008.
(b) Walters does not own any other common or preferred shares of Transax
as of the date of this Schedule. Walters has the sole voting and
disposition rights over 2,700,000 warrants held of record by
Carlingford Investments Limited, which are exercisable into 2,700,000
shares of Common Stock at $1.00 per share expiring on August 14, 2008
and over 48,333 warrants held of record by Carlingford Investments
Limited, which are exercisable into 48,333 shares of Common Stock at
$0.20 per share expiring on September 29, 2009.
(c) As of January 24, 2005, 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 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 January 24, 2005, to be effective as of December 31, 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: January 26, 2005 /s/ Stephen Walters
-------------------- ----------------------
Stephen Walters
EX-1
2
walterssettlementagmt3.txt
WALTERS SETTLEMENT AGREEMENT - 3
SETTLEMENT AGREEMENT
THIS SETTLEMENT AGREEMENT is entered into as of this 24th day of
January, 2005, to be effective as of December 31, 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 on-going business operations;
WHEREAS, the Company has incurred an aggregate of $75,000 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
500,000 shares of its restricted common stock, par value $0.00001 (the "Common
Stock") at the rate of $0.15 per share (which amount is based upon the average
of the open and close price of $0.15 of the Company's shares of Common Stock
traded on the OTC Bulletin Board between December 21, 2004 and December 31,
2004 (the "Common Stock");
WHEREAS, Walters desires to convert the Debt and accept the issuance of
500,000 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 January 24, 2005 has approved the execution of this Settlement
Agreement and the issuance of the 500,000 shares of restricted Common Stock to
Walters as settlement of the Debt effective as of December 31, 2004.
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 500,000 shares of its
restricted Common Stock, at $0.15 per share, as of December 31, 2004, as full
and complete satisfaction and payment of the Debt.
2. Walters agrees to accept the issuance of the 500,000 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 500,000 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 December 31, 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