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)
89352U100
(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)
August 14, 2003
(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
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CUSIP No. 89352U100 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
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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 Merger 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
3,400,850 Shares of Common Stock, of which
3,400,846 shares of Common Stock 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 3,400,850 Shares of Common Stock, of which
3,400,846 shares of Common Stock are held of
record by Carlingford Investments Limited,
over which he has sole voting and
disposition power.
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,400,850 Shares of Common Stock
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.98%
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14 TYPE OF REPORTING PERSON IND
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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 Vega-Atlantic Corporation, now known as Transax International Limited.
Walters has not made any previous filings on Schedule 13D relating to this
acquisition or issuer.
ITEM 1. SECURITY AND ISSUER.
This Schedule relates to the voting common stock, $0.00001 par value, of
Transax International Limited, formerly known as Vega-Atlantic Corporation
("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, and Carlingford Investments Limited. The address of Walters
is Bali View Block A4/7, J1, Cirendeu Raya 46, Jakarta Seletan, Indonesia 15419.
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:
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Name Position with Address
Transax
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Stephen Walters Director and Chief Bali View Block
Executive Officer A4/7, J1
Cirendeu Raya 46
Jakarta Seletan
Indonesia 15419
Carlingford Investments Limited Shareholder 80 Raffles Place
#16-20 UOB Plaza II
Singapore 048624
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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
At the execution of a merger agreement among Vega-Atlantic Corporation,
Vega-Atlantic Acquisition Corporation, Transax Limited, a Colorado corporation,
and certain selling shareholders of Transax Limited dated July 22, 2003 (the
"Merger Agreement"), 4 shares of restricted common stock of Vega-Atlantic
Corporation were issued to Walters and 3,400,846 shares of restricted common
stock of Vega-Atlantic Corporation were issued to Carlingford Investments
Limited, over which Walters has sole voting and disposition rights. The
consideration for the securities of Vega-Atlantic Corporation was the exchange
of shares of common stock in Transax Limited held by Walters for the shares of
common stock of Vega-Atlantic Corporation, now known as Transax International
Limited.
ITEM 4. PURPOSE OF TRANSACTION
The transaction described herein was undertaken for the purpose of engaging
in a private placement of the shares of common stock of Transax as follows:
(a) On July 22, 2003, Vega-Atlantic Corporation (now known as Transax
International Limited), Vega-Atlantic Acquisition Corporation, Transax Limited,
and certain selling shareholders of Transax Limited entered into a merger
agreement (the "Merger Agreement").
On June 19, 2003, the Board of Directors approved and authorized execution
of the proposed Merger Agreement. The Board of Directors further authorized and
directed the submission of a proxy statement pursuant to Section 14(a) of the
Securities Exchange Act of 1934, as amended (the "Proxy Statement"). The Proxy
Statement was filed with the Securities and Exchange Commission of June 19, 2003
and amended on July 16, 2003. The Proxy Statement was circulated to the
shareholders of Vega-Atlantic Corporation to provide notice that a special
meeting of the shareholders of Vega-Atlantic Corporation would be held at 2:00
p.m. on August 8, 2003.
On August 8, 2003, the special meeting of the shareholders of Vega-Atlantic
Corporation was held pursuant to which the following corporate actions were
approved: (i) an amendment to the Articles of Incorporation of Vega-Atlantic
Corporation to effectuate a proposed change in the name to such name as may be
approved by the Board of Directors; (ii) a stock option plan for key personnel;
and (iii) ratification of the prior actions by shareholders of Vega-Atlantic
Corporation taken pursuant to a written consent dated March 26, 2003 approving a
reverse stock split of one-for-twenty of the issued and outstanding shares of
common stock of Vega-Atlantic corporation, effectuated approximately April 2,
2003.
In accordance with the terms of the Merger Agreement, the sole business
operations of Transax will be in the development, acquisition and marketing of
information network solutions for healthcare providers and health insurance
companies and other end-users world-wide. Pursuant to the terms of the Merger
Agreement, the name "Vega-Atlantic Corporation" was changed to "Transax
International Limited" and, effective August 8, 2003, the trading symbol under
the OTC Bulletin Board for its shares of Common Stock has been changed to
"TNSX".
(b) Pursuant to the terms of the Merger Agreement and a corresponding
contribution agreement, the Company has contributed to Vega-Atlantic Acquisition
Corporation 11,066,207 shares of its restricted Common Stock, 4,500,000 stock
options and 4,100,000 share purchase warrants. Pursuant to further terms of the
Agreement, Transax is in the process of: (i) exchanging therefore with the
Transax shareholders an aggregate of 11,066,207 shares of the Company's
restricted Common Stock (on the basis of each two Transax shares of common stock
exchanged into the right to receive one share of Common Stock of the Company);
(ii) exchanging therefore with the Transax optionholders an aggregate of
4,500,000 stock options to acquire up to 4,500,000 shares of the Company's
Common Stock to replace all stock options presently outstanding in Transax (on
the basis of each two Transax stock options exchanged into the right to receive
one stock option of the Company); and (iii) exchanging therefore with the
Transax warrantholders an aggregate of 4,100,000 share purchase warrants to
acquire up to a further 4,100,000 shares of the Company's Common Stock to
replace all share purchase warrants presently outstanding in Transax (on the
basis of each two Transax share purchase warrants exchanged into the right to
receive one share purchase warrant of the Company).
(c) As of August 14, 2003, Transax issued to Walters 4 shares of restricted
Common Stock and issued to Carlingford 3,400,846 shares of restricted Common
Stock, over which Walters has sole and exclusive disposition rights. Walters
acknowledged that the securities to be issued have not been registered under the
1933 Securities Act and that he understood the economic risk of an investment in
the securities.
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 and Carlingford have
acquired an aggregate of 3,400,850 shares of restricted Common Stock
of Transax, over which Walters has sole and exclusive voting and
disposition rights. Walters may consider the acquisition of additional
shares of restricted Common Stock of Transax pursuant to the
subsequent exercise of 1,000,000 stock options at $0.50 per share
expiring on August 14, 2008 and/or pursuant to the subsequent exercise
of 2,700,000 warrants at $1.00 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, as elected to such position
effective August 14, 2003 and August 22, 2003, respectively, 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 August 14, 2003, Walters beneficially
owned of record 3,400,850 shares (or approximately 27.94% of the
outstanding shares) of Transax's common stock, of which 3,400,846
shares are held of record by Carlingford over which 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 1,000,000
stock options, which may be exercised into 1,000,000 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. Walters has the sole power to vote or to
direct the voting of the 3,400,850 shares of Common Stock of Transax.
(c) As of August 14, 2003, 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.
(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
None.
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: August 26, 2003 /s/ Stephen Walters
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Stephen Walters