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.
June 6, 1997
Date of Report
(date of earliest event reported)
DAUPHIN TECHNOLOGY, INC.
(Exact name of Registrant as specified in its charter)
Illinois 33-21537-D 87-0455038
(State or other jurisdiction of Commission File No. (IRS Employer
incorporation or organization) Identification Number)
800 E. Northwest Hwy, Suite 950, Palatine, IL 60067
(Address of principal executive offices) (Zip Code)
(847) 358-4406
Registrant's telephone number, including area code
Former name or address, if changed since last report
Page 1
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposal of Assets
On June 6, 1997, the Registrant has acquired 100 % of the issued and outstanding
capital stock of Richard M. Schultz and Associates, Inc., an Illinois
Corporation ("RMS"). RMS is, and as a wholly-owned subsidiary of the
Registrant will continue to be, engaged in the business of providing
engineering, development and contract manufacturing services to its clients
within the electronics industry from its offices located in leased premises at
1809 South Route31, McHenry, Illinois. In exchange for their shares, RMS
shareholders received 205,000 of $0.001 par common stock of the Registrant,
105,000 of such shares to be held in an escrow for the benefit of RMS
shareholders, subject to release from escrow over the next three years upon
achieving certain level of pre-tax operating income. In connection with the
exchange and acquisition of RMS shares, the Registrant agreed to contribute to
RMS an additional 120,000 shares of $0.001 par value common stock of the
Registrant and cash in an amount equal to at least $750,000, to be applied by
RMS to indebtedness to landlord, trade creditors and LaSalle Bank. All of the
Registrant's shares delivered in exchange for RMS shares were Reserve Shares
registered by the Registrant pursuant to a Form S-1 Registration Statement that
became effective on November 29, 1996. The cash contribution made to RMS by the
Registrant represents proceeds delivered from the issuance of Reserve Shares.
Richard M. Schultz, the founder, President and a Director of RMS, has been
retained by RMS and will continue to serve as President and a Director of RMS
pursuant to an employment agreement with RMS providing for an annual salary of
$70,000 and with options to purchase up to 50,000 shares of $0.001 par value
common stock of the Registrant during each of the three years of the term of
employment, in increments not to exceed 12,500 shares during any calendar
quarter at a price equal to $1.00 below the market trading price at time of
exercise.
Item 3. Bankruptcy or Receivership
Not applicable
Item 4. Changes in Registrant's Certifying Accountant
Not applicable
Item 5. Other Events
On June 9, 1997, the Board of Directors appointed Wm. Paul Bunnell as
Director of Acquisitions. Mr. Bunnell will oversee policies and implementation
of strategic acquisitions and will report to the President and Board of
Directors.
Item 6. Resignation of Registrant's Directors
Not applicable
Item 7. Financial Statements and Exhibits
The Registrant undertakes to file Financial Statements pursuant to Regulation S-
X by amendment to this Report not later than 60 days after the date this Report
is filed.
The following exhibits are attached:
A. Stock Exchange Agreement
B. Richard M. Schultz Employment Agreement
C. Escrow Agreement
D. Press Release dated June 9, 1997
Item 8. Change in Fiscal Year
Not applicable
Item 9. Sales of Equity Securities Pursuant to Regulation S
Not applicable
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 hereto duly authorized.
Dauphin Technology, Inc.
By: Andrew Kandalepas
President