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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 6, 1996
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PINNACLE MICRO, INC.
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(Exact name of Registrant as specified in charter)
Delaware 0-21892 33-0238563
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
19 Technology Drive, Irvine, California 92618
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (714) 789-3000
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Not Applicable
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(Former name or former address, if changed, since last report)
Page 1 of 10 Pages
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ITEM 5. OTHER EVENTS
As previously announced by the Company, Lawrence Goelman, the company's interim
President and CEO, resigned from the Company and the Board of Directors on
December 6, 1996, citing differences with certain shareholders of the Company.
At a Board of Directors' meeting held on December 8, 1996, Kenneth Campbell was
appointed President of the Company. In other changes to the Company's Board of
Directors, Charles Laverty resigned on December 6 and Scott Blum resigned from
the Board on December 8, 1996. Ken Campbell, Roger Hay and William Blum have
been elected Directors of the Company. Hans Imhof joined the Company's Board
of Directors in November 1996.
William Blum, Scott Blum and certain trusts established by the Blums have
entered into a standstill agreement with the Company. Under the terms of the
agreement, the stockholders agreed to certain provisions regarding the Company
and the voting of their shares. In return, the Company agreed within a
reasonable time after it files its Annual Report on Form 10-K for the fiscal
year ending December 28, 1996 to file with the Securities and Exchange
Commission a registration statement providing for the resale of shares of the
Company's common stock held by such stockholders. Additional information
regarding these events and the terms of the standstill agreement are contained
in the exhibits to this Current Report and are incorporated herein by
reference.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
As previously announced, Lawrence Goelman resigned from the Company as interim
President and CEO and as a Director on December 6, 1996. In his resignation
letter, Mr. Goelman cited his belief that certain interests which continue to
hold a substantial equity position in the Company interfered with Mr. Goelman's
attempts to restructure the Company's management team and operations. A copy
of such resignation letter is attached to this Current Report as an exhibit and
is incorporated herein.
(C) EXHIBITS
10.1 Stand-still and Voting Rights Agreement dated December 8, 1996
17.1 Letter of December 6, 1996 to Daryl White from Lawrence Goelman
20.1 Press Release dated December 9, 1996
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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.
Date: December 12, 1996
PINNACLE MICRO, INC.
By: /s/ KENNETH CAMPBELL
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Kenneth Campbell
President
By: /s/ ROGER HAY
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Roger Hay
Executive Vice President and
Chief Financial Officer