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): April 23, 2005
XYBERNAUT CORPORATION
(Exact Name of Registrant as Specified in its Charter)
DELAWARE
(State or Other Jurisdiction of Incorporation)
0-15086 54-1799851
(Commission File Number) (I.R.S. Employer
Identification Number)
(703) 631-6925
(Registrant's Telephone Number, Including Area Code)
12701 FAIR LAKES CIRCLE, FAIRFAX, VIRGINIA 22033
(Address of Principal Executive Offices) (Zip Code)
NOT APPLICABLE
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS
On April 23, 2005, William Tuttle resigned as the Company's interim Chairman and
Chief Executive Officer.
On April 23, 2005, Mr. Tuttle, and Harry E. Soyster and Marc Ginsberg, outside
directors of the Company, were appointed as co-chairmen of a newly created
Office of Chairman of the Board. Such individuals will act as directors rather
than officers of the Company, but will provide counsel and be a resource to
senior management of the Company.
Retired General William Tuttle, age 69, has been a director of the Company since
June 2004 and was subsequently appointed as a member of the nominating committee
of the Company. General Tuttle served as interim Chairman of the Board and Chief
Executive Officer of the Company from April 19 through April 23, 2005. General
Tuttle has been an independent consultant since 2002. From 1993 to 2002 he
served as President and Chief Executive Officer of Logistics Management
Institute. From 1989 to 1992, General Tuttle served as Commanding General of the
U.S. Army Materiel Command (AMC). In such capacity General Tuttle was in charge
of all logistical support and the entire "industrial base" for the U.S. Army. As
the Army's senior logistician, General Tuttle led more than 100,000 soldiers and
civilians of the AMC during a period that encompassed Operation Just Cause in
Panama and Operations Desert Shield and Desert Storm. During his distinguished
military career, General Tuttle also commanded the U.S. Army Logistics Center
(now the Combined Arms Support Command), the U.S. Army Operational Test and
Evaluation Agency, the Eastern Area of the Military Traffic Management Command,
and both the Support Command and Supply and Transport Battalion of the 3d
Armored Division in Germany. He served in the Pentagon as the Army's Director of
Force Management and at Supreme Headquarters Allied Powers Europe as Chief of
Policy and Programs Branch and representative to NATO's Defense Review
Committee. General Tuttle is currently a Trustee, and previously served as
President and Chief Executive Officer, of the nonprofit Logistics Management
Institute. General Tuttle is a graduate of the United States Military Academy
and earned a masters degree in business administration at the Harvard University
Graduate School of Business Administration. He holds an Executive Fellowship for
2004 with the Institute for Defense and Business of the University of North
Carolina and was recently appointed to a visiting professorship in logistics at
the University of Alaska. He is a member of the Board of Visitors of the Defense
Acquisition University, and a member of the Association of the U.S. Army, the
National Defense Industrial Association, National Defense Transportation
Association, SHAPE Officer Association, and the Navy League.
Lt. Gen. Harry E. Soyster (Ret.), age 70, has been a director of the Company
since January 1995. From March 2004 to the present, Lieutenant General Soyster
(Ret.) has served as Special Assistant to the Secretary of the Army for the
World War II 60th Anniversary Commemorations. From 1991 to 2003 he was employed
by MPRI, including as Director of Washington Operations and Vice President of
International Operations. From 1988 until his retirement in 1991, Lieutenant
General Soyster (Ret.) was the Director of the United States Defense
Intelligence Agency. Prior to that time, he was Commander of the United States
Army Intelligence and Security Command and a Deputy Assistant Chief of Staff for
Intelligence, Department of the Army. He also is a director of Aura Systems,
Inc. Lieutenant General Soyster (Ret.) is a graduate of the United States
Military Academy at West Point (B.S. 1957), Penn State University (M.S. 1963),
the University of Southern California (M.S. 1973) and the National War College
(1977).
Marc Ginsberg, age 54, has been a director of the Company since March 2003. Mr.
Ginsberg currently serves as CEO and Managing Director of Northstar Equity Group
in Washington, D.C., a global financial advisory and capital sourcing company,
and is President of Layalina Productions, an Arab language television production
company. Mr. Ginsberg was the U.S. Ambassador to Morocco, served as President
Clinton's Deputy Press Secretary for Foreign Affairs, was the Special Assistant
to the Secretary of State for White House Relations for the Carter
Administration, was Deputy Senior Advisor to the President for Middle East
Policy and was a Middle East foreign policy advisor to Senator Edward Kennedy.
Mr. Ginsberg has also served as Senior Partner and Chief Financial Officer at
Galland, Kharasch, Morse and Garfinkle and practiced international corporate law
in the U.S. and in the Middle East. Mr. Ginsberg speaks fluent French, Arabic
and Hebrew and holds a Bachelor of Arts degree from the American University (cum
laude), a Masters of Business Administration (candidate) degree from Georgetown
University and a Juris Doctorate from Georgetown University Law Center.
ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR
On April 23, 2005, the Board of Directors of the Company amended the Company's
Bylaws, effective on such date, as follows:
1) Article II, Section II.3 of the Company's Bylaws was amended to provide that
the Secretary, or any officer or Director of the Company, shall give notice to
the Board of Directors of Special Meetings of the Board of Directors. Such
notice may be given by e-mail, facsimile and telephone, in addition to the other
communication methods that were previously specified in the Company's Bylaws.
2) Article VI, Section VI.3(a) of the Company's Bylaws was amended to provide
that any notice required by law, the Certificate of Incorporation of the
Company, or the Bylaws of the Company, to be given to any stockholder, director,
or officer of the Company, may be given by e-mail, facsimile and telephone, in
addition to the other communication methods that were previously specified in
the Company's Bylaws.
3) Article III, Section III.1 of the Company's Bylaws was amended to provide
that the executive officers of the Company may include one or more Chairman of
the Board.
4) Article III, Section III.2 of the Company's Bylaws was amended to provide
that if there shall be Co-Chairmen, each shall be entitled to preside at all
meetings of the stockholders and the Board of Directors and each shall be
entitled, severally, to exercise the full powers of the Office of the Chairman
of the Board, which shall be equivalent to the power of the President and Chief
Executive Officer of the Company, except where by law the signature of the
President is required. Prior to such amendment, the President would preside at
all meetings of the stockholders and the Board of Directors and no provision was
made for Co-Chairmen to exercise, severally, the full powers of the Office of
the Chairman of the Board.
5) Article VII, Section VI.5(a) of the Company's Bylaws was amended to provide
that in the event that an Executive Committee or Executive Committee
subcommittee of the Board of Directors has been given full power and authority
to act on behalf of the Board of Directors, then a majority of the members of
such Executive Committee or Executive Committee subcommittee shall have power
and authority equivalent to the stockholders and the Board of Directors to
adopt, amend or repeal the Bylaws (except as otherwise provided by law or in the
Certificate of Incorporation or Bylaws of the Company). Prior to such amendment,
only the Board of Directors and the holders of shares entitled at the time to
vote for the election of directors had such powers.
ITEM 8.01 OTHER EVENTS
On April 25, 2005 the Company issued a press release relating to, among other
things, certain of the information contained in Item 5.02 of this Form 8-K, a
copy of which is filed as Exhibit 99.1 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
3(ii).1 Text of amendments to the Company's Bylaws
99.1 Press Release of the Company, dated April 25, 2005
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, thereunto duly authorized on April 28, 2005.
XYBERNAUT CORPORATION
By: /s/ Bruce C. Hayden
--------------------------
Bruce C. Hayden
Senior Vice President and
Chief Financial Officer
Date: April 28, 2005