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 18, 2005
The CattleSale Company
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(Exact name of registrant as specified in its charter)
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Delaware 001-07636 74-1605174
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
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9901 IH-10 West, Suite 800, San Antonio, Texas 78230-2292
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(Address of Principal Executive Offices) (Zip Code)
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Registrant's telephone number, including area code 210-558-2898
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Item 5. Other Events
The CattleSale Company announces the formation of Wireless Interface
Systems, Inc. and has signed a purchase agreement with IDCOMM, Inc. to purchase
IDCOMM, Inc.'s proprietary ISO Memory tag technology and database management
system. A press release describing both is attached as exhibit 99.1.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
99.1 Press Release dated January 18, 2005
FOR IMMEDIATE RELEASE
THE CATTLESALE COMPANY FORMS WIRELESS INTERFACE COMPANY
AND PURCHASES IDCOMM RFID PROCESS PATENT
San Antonio, Texas, January 18, 2005...The CattleSale Company (OTC BB "CTLE")
announced today that its has created a wholly owned RFID (Radio Frequency
Identification) subsidiary, Wireless Interface Systems, Inc, ("WIS") and has
signed a purchase agreement with IDCOMM, Inc. to purchase the company's
proprietary ISO Memory tag technology and database management system. The IDComm
purchase includes the CowTek ISO Memory Tag Technology that CTLE acquired
through the acquisition of CowTek Inc earlier in 2004 and the IDComm patent
application Serial No. 10/165,775, filed June 7, 2002, which application was
published January 30, 2003 under publication No. 2003/0023517 A1 (the "IDC
Patent and SmartWare Technology"). The IDComm software system is used for
identification and tracing of individual data records that interface with radio
frequency identification (RFID) technologies for the purpose of tracking product
information through commercial value chains. IDComm has developed a proprietary
read/write technology system, SmartWare(TM), which allows each individual user
the flexibility of storing data on a product as it progresses from its point of
origin to an end-user. This SmartWare(TM) system and method is the "engine" that
drives database structures and Input/Output for readers/writers in all RFID
frequencies and it is the backbone of the Company's software and hardware
products. This wireless system enables the tagged product to become a
distributive database containing important information that can be reduced to a
read/write format and accessed by stationary or hand held readers. In addition,
the system can be interfaced with centralized databases, Barcode or Global
Positioning technologies for use in a vast array of business management
applications.
The transaction, which is contingent on WIS's successful closing of an equity
private placement of approximately $2.0 million dollars scheduled for the end of
February 2005, will result in the launching of a RFID Company with cutting edge
traceability application software technology in the Food Animal product field
and will also have the ability to expand into other non-agricultural commercial
applications. At the time of closing, if consummated, CTLE will contribute the
assets and liabilities of CowTek Inc into WIS in return for $250,000 cash,
2,000,000 shares of common stock and a one year consulting contract. IDComm will
receive a 5% common stock position in WIS, a 5% royalty agreement with a 10 year
minimum royalty payment of $150,000 annually. The WIS management team will
receive a combined 22% common stock position in WIS in return for employment and
consulting contracts. Initially, the senior management team will consist of Dale
Schwartz as Chief Executive Officer, Michael Bishop as President and Gary Marsh
as Vice President of Development.
Glenn Golenberg, based in Los Angeles, California is acting as a consultant to
WIS on the private placement and is a director of WIS.
Following are brief biographies of the Wireless Interface Systems, Inc
Senior Management
Mr. Dale Schwartz, Chief Executive Officer, and a WIS Director, has extensive
experience in the formation, financing and expansion of various companies. He
was co-founder, co-CEO and currently Director of Pharmaca Integrative Pharmacy,
Inc, a unique natural pharmacy retailer. From 1997 to 2000, Mr. Schwartz was
chief executive officer of Infigen, Inc., a private biotechnology company
commercializing its proprietary nuclear transfer and genomic technologies. From
1991 to 1996, he was chief financial officer of Ribozyme Pharmaceuticals, Inc.,
a biotechnology company commercializing its Nobel prize-winning genetic
engineering technology. Mr. Schwartz has a Bachelor of Arts degree from Colgate
University and a Masters in Business Administration from the Harvard Business
School.
Dr. Michael D. Bishop, President, received his Bachelor of Science in
Agriculture from North Dakota State University and his Masters of Science degree
and PhD from The Ohio State University, Columbus specializing in Animal
Breeding, Molecular and Quantitative Genetics. He was a Research Geneticist for
the United States Department of Agriculture's Agricultural Research Service,
where he earned a meritorious service award for scientific achievement as a
member of a team of scientists who completed the first genetic linkage maps for
cattle and pigs in 1994. In 1997 he co-founded Infigen, Inc., to commercialize
nuclear transfer, stem cell and transgenic technologies in the animal production
and human healthcare fields. Dr. Bishop served as Director of Research,
Vice-president of Research, Chief Technology Officer, President and interim CEO
of Infigen during his tenure. Dr. Bishop is co-owner of several animal
agriculture companies and currently serves on the Governor's appointed Wisconsin
Technology Council.
Mr. Gary F. Marsh, Vice President, Development, founded CowTek, Inc. and was a
co-founder of IDComm, Inc. He has designed, developed and manufactured radio
frequency identification (RFID) products for over 8-years and has over 20-years
of experience in management, manufacturing, engineering and product development.
Mr. Marsh holds one patent and is co-inventor of SmartWare(TM) (patent pending).
Mr. Marsh is a CPIM, member of the Plastics Engineering Society, and a member of
the Micro Electronics Society.
Mr. Glenn Golenberg, Strategic & Financial Advisor, and a WIS Director is
co-founder and Managing Director of Golenberg & Company, a merchant-banking firm
that invests in and offers financial advisory services to a wide variety of
businesses. Mr. Golenberg is also a managing director of The Bellwether Group; a
merchant bank providing strategic and financial advisory services to
expansion-stage emerging technology and life science related companies. Mr.
Golenberg has been in the investment banking industry since 1966 and has
arranged financings well in excess of $1 billion and has served as a financial
advisor in numerous M&A transactions and financial restructurings. Mr. Golenberg
was originally trained as a CPA and received his MBA from the Wharton Graduate
School of Business at the University of Pennsylvania.
Contact:
David Geiman, CEO
The CattleSale Company
San Antonio, Texas 78230
(210) 558 2898
This press release contains forward-looking statements about the
business, financial condition and prospects of the Company. The actual results
of the Company could differ materially from those indicated by the
forward-looking statements because of various risks and uncertainties, including
without limitation, the risks associated with entering into a new line of
business, changes in product demand, the reliability of the internet, changes in
competition, economic conditions, new product development, changes in tax and
other governmental rules and regulations applicable to the Company, and other
risks indicated in the Company's filings with the Securities and Exchange
Commission. These risks and uncertainties are beyond the ability of the Company
to control, and in many cases, the Company cannot predict the risks and
uncertainties that could cause its actual results to differ materially from
those indicated by the forward-looking statements. When used in this press
release the words "believes," "estimates," "plans," "expects," and "anticipates"
and similar expressions as they relate to the Company or its management are
intended to identify forward-looking statements.
SIGNATURE
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.
The CattleSale Company
(Registrant)
Date: January 18, 2005
By: /s/ Phillip P. Krumb
Phillip P. Krumb
Chief Financial Officer
Exhibit 99-1