-----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, LXiMULevchJum2KdsVjeMLbEOapvazP4BENpJtmP4pGR+lk6UqX5fwW2pMZI5PZh 4z2ueEkF8mXZBMyBhb88xw== 0000789318-05-000004.txt : 20050127 0000789318-05-000004.hdr.sgml : 20050127 20050127165436 ACCESSION NUMBER: 0000789318-05-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050127 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050127 DATE AS OF CHANGE: 20050127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLANCY SYSTEMS INTERNATIONAL INC /CO/ CENTRAL INDEX KEY: 0000789318 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 841027964 STATE OF INCORPORATION: CO FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-04882-D FILM NUMBER: 05554498 BUSINESS ADDRESS: STREET 1: 2250 S ONEIDA STREET 2: STE 308 CITY: DENVER STATE: CO ZIP: 80224 BUSINESS PHONE: 3037530197 MAIL ADDRESS: STREET 1: 2250 S ONEIDA STREET 2: STE 3308 CITY: DENVER STATE: CO ZIP: 80224 FORMER COMPANY: FORMER CONFORMED NAME: OXFORD FINANCIAL INC DATE OF NAME CHANGE: 19600201 8-K 1 a8k0127.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 27, 2005 Clancy Systems International, Inc (Exact name of registrant as specified in its charter) Colorado 33-4882-D 84-1027964 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification Number) 2250 S. Oneida #308, Denver, Colorado 80224 (Address of principal executive offices) (zip code) Registrant's telephone number including area code (303) 753-0197 Check the appropriate box below if the Form 8-K filing is intended to simultaneouslysatisfying the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below:) [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 1 Item 7.01. Regulation FD On January 27, 2005 we issued a press release announcing that we signed a letter of intent to acquire Meter Tek LLC. A copy of the press release is attached with this report as exhibit 99.1. Item 9.01. Financial Statements and Exhibits (c) Exhibits 99 January 27, 2005 press release announcing letter of intent with Meter Tek LLC. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Clancy Systems International, Inc. Registrant January 27, 2005 /s/ Stanley J. Wolfson Name: Stanley J. Wolfson Title: President, Chief Executive Officer 3 EX-99 2 prtemp.txt CLANCY SYSTEMS INTERNATIONAL, INC. DENVER, CO FOR IMMEDIATE RELEASE Sy bol: OTC BB:CLSI Clancy Systems Announces Letter of Intent with MeterTek Denver, CO, January 27, 2005 - Clancy Systems International, Inc. (OTCBB CLSI), a national leader in the outsourcing of parking enforcement solutions for municipalities and universities, announced today that it entered into a non-binding letter of intent to acquire MeterTek, LLC, a company engaged in the development of technology related to the parking enforcement business. The announcement was made by Stan Wolfson, President and Chairman of Clancy. The letter of intent sets forth Clancy's consideration for the acquisition, which will include 100,000,000 shares of restricted Clancy common stock. Meter Tek has developed, patented and manufactures radio frequency detection devices. "We believe that the addition of Meter Tek's business to Clancy's existing strong base in the parking enforcement arena will provide another possible source of revenue for technology sales to Clancy's existing client base, and opens up additional cross-marketing opportunities for the businesses. We are very excited to be in negotiations with MeterTek, and we believe the combination of the two businesses will create a business synergy leading to enhanced revenues for the consolidated entity" stated Mr. Wolfson. Meter Tek's patented and patent-pending technologies allow parking operators and facility management, whether on street or off street to detect and time a vehicle's presence in a parking space or a no parking area. The system is wireless, and notifies enforcement personnel of violations and maintenance issues. Security perimeter monitoring of facilities with Meter Tek's wireless system is also an area of opportunity. If the acquisition is completed, MeterTek will become a wholly-owned subsidiary of Clancy. The transaction is subject to due diligence, auditable financial statements, and the usual closing conditions. It is expected to close by June, 2005. Because of the non-binding nature of the letter of intent and the many conditions to closing, there are no assurances that the transaction will be successfully concluded. This news release includes "forward looking statements" of Clancy Systems, International, Inc. (CLSI) as defined by the Securities and Exchange Commission (the "SEC"). All statements, other than statements of historical fact, included in the press release that address activities, events or developments that CLSI believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made based on experience, expected future developments and other factors CLSI believes are appropriate in the circumstances. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of CLSI. Investors are cautioned that any such statements are not guarantees of future performance. Actual results or developments may differ materially from those projected in the forward-looking statements as a result of many factors, including development of new products, obtaining any necessary funding, adverse changes in market conditions, fluctuations in sales volumes, and problems in collecting receivables. Furthermore, CLSI does not intend (and is not obligated) to update publicly any forward-looking statements. The contents of this news release should be considered in conjunction with the warnings and cautionary statements contained in CLSI's recent filings with the SEC. CLSI can offer no assurance that the acquisition of MeterTek discussed in this press release will occur on the terms described above, if at all. Contacts: Clancy: Stanley Wolfson, President 303.753.0197 website: www.clancysystems.com -----END PRIVACY-ENHANCED MESSAGE-----