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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): February 14, 2001
PASW, INC.
(Exact name of registrant as specified in its charter)
CALIFORNIA 333-75137 77-0390628
(State or other (Commission (IRS Employer
jurisdiction of File Number) identification No.)
incorporation)
2007 Simsbury Court, Thousand Oaks, CA 91360
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 492-6623
ITEM 5. OTHER EVENTS.
On February 14, 2001, PASW, Inc. issued a press release, a copy of
which is attached hereto as Exhibit 99, and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. PAGE NO.
(a) Not Applicable.
(b) Not Applicable.
(c) EXHIBITS. The following document is filed as an exhibit
to this Report:
1 Press Release, dated February 14, 2001.
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 officer.
Date: February 15, 2001
PASW, INC.
By: /s/ William E. Sliney
William E. Sliney
Chairman, President and Chief Financial
Officer
(Duly Authorized Officer and Principal
Financial and Accounting Officer)
PASW, INC.
ANNOUNCES PROPOSED SALE OF STOCK BY MAJORITY
STOCKHOLDER
AND SIGNS LETTER OF INTENT
THOUSAND OAKS, CA ? February 14, 2001 ? PASW, Inc.
(NASDAQ: PASW) today announced Glenn P. Russell the
majority stockholder and former Chairman of PASW has
entered into a letter of intent to sell 2,500,000 of
his 3,000,000 shares of PASW to a private company in
Calgary, Alberta, Canada. The sale is conditional upon
the completion of a proposed reverse takeover of PASW
by Simmons Energy Services, Inc. ("SES"), Mr. Russell
has agreed to vote his shares of PASW in favor of the
proposed transaction with SES.
PASW also announces that it has entered into a letter of
intent with SES providing for the proposed reverse takeover.
Under the terms of the proposed transaction, PASW will issue
up to 18,333,333 shares of its Common Stock to acquire SES.
Immediately preceding the share exchange, PASW will consolidate
its common shares on a one for three basis. The transaction
requires the approval of the stockholders of PASW, SES and
regulatory authorities and is subject to the completion of
due diligence by both parties. SES is a privately held
Alberta corporation which has agreements to acquire
international operations in contract land drilling, workover
and related services for oil, gas, water, geothermal and
geotechnical wells.
Prior to the effective date of the reverse takeover PASW
will form a new subsidiary which will acquire the Company's
Alera Systems, Inc. and Network Research Corporation - Japan
subsidiaries, its investment in Combio Corporation and certain
other investment assets. The stock of the new subsidiary will
be placed in trust for the benefit of PASW stockholders of record
at a date to be set by the Board of Directors of the Company.
Commenting on the proposed transaction William Sliney, PASW
Chairman stated that he was extremely pleased that the transaction
between PASW and SES afforded PASW stockholders an opportunity
to increase stockholder value by being a part of a company involved
in the important energy industry.
Walter Dawson, Chairman of Simmons stated that the combination
with PASW would provide SES with access to the capital markets,
which would enhance its capital plan of expansion in all areas of
operations. SES's business plan contemplates acquisitions of
additional available drilling and workover equipment and existing
companies that complement SES's growth strategies.
The international operations being acquired by SES include thirty-
five drilling and workover rigs in seven countries. The value of
the assets acquired by SES is in excess of $US forty three million.
PASW also announced that Reg J. Greenslade has agreed to serve on
the Board of Directors filling the vacancy created by the
resignation of Dr. Reuben Sandler. Mr. Greenslade has been the
President of Big Horn Resources, an oil and gas exploration company,
since 1995. Prior to that Mr. Greenslade held senior positions with
several intermediate and senior oil and gas corporations. He has been
extensively involved in oilfield operations and is recognized for his
work in the specialized field of horizontal well technology. Mr.
Greenslade received his Bachelor of Science in Mechanical
Engineering with a minor in Industrial Management and Engineering
from Montana State University. He is a member of the Association of
Professional Engineers (APEGGA) and of the Canadian Institute of
Mining, Metallurgy and Petroleum.
PASW, INC.
PASW, Inc., formerly Pacific Softworks, Inc., through its wholly owned
subsidiary Alera Systems, Inc. has developed proprietary technology
that allows conventional and state of the art industries to accumulate,
tansmit/receive and manage data. PASW is headquartered in
Thousand Oaks, California.
SIMMONS ENERGY SERVICES, INC.
Simmons Energy Services Inc. is a privately held Alberta corporation
which is in the process of acquiring the international operations of
Simmons Group Inc. and its affiliates (the "Acquisition"). Upon
completion of the Acquisition, the business of SES will consist of
contract land drilling, work over and related services for oil, natural
gas, water, geothermal and geotechnical wells.
Except for the historical information contained herein, this news
release contains forward-looking statements that involve risks and
uncertainties that could cause actual results to differ materially
from those contemplated herein, including but not limited to
timely development, acceptance and pricing of new products, the
impact of competitive products and pricing, the ability of PASW to
implement its business plan, and other risk factors detailed in the
company's periodic filings with the Securities and Exchange Commission.
The Company undertakes no obligation to update or revise
any forward-looking statements, whether as a result of new information,
future events, or otherwise.
PASW, Inc. William E. Sliney, Chairman
bill@pacificsw.com
805-492-6623
Simmons Energy Services Inc. Walter Dawson, Chairman
dawsonw@telusplanet.net
403-264-7928