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
FEBRUARY 4, 2004
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(Date of Report)
VENTURES-NATIONAL INCORPORATED
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(Exact name of registrant as specified in its charter)
Utah 000-32847 87-0433444
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
44352 OLD WARM SPRINGS BOULEVARD
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(Address of principal executive offices)
(510) 824-1200
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(Registrant's telephone number, including area code)
1855 NORMAN AVENUE, SANTA CLARA, CALIFORNIA 95054-2029
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(Former name or former address, if changed since last report.)
ITEM 5. OTHER EVENTS
Effective January 31, 2004, Mr. Kenneth L. Shirley, the Chief Executive
Officer of the Registrant was appointed to also serve as President of the
Registrant upon the resignation of Andrew Glashow, who resigned from his
position as President of the Registrant and each of its subsidiaries. Such
resignations were not the result of any disagreement between the Registrant and
Mr. Glashow. Mr. Shirley became Chief Executive Officer of the Registrant
effective January 1, 2004, upon the resignation of Mr. Robert Ciri from that
position.
Effective February 4, 2004, Messrs. Glashow and Ciri resigned from the
Board of Directors of the Registrant and each of its subsidiaries. Mr. Joel Gold
announce that he will resign from the Board of Directors of the Registrant and
each of its subsidiaries effective February 9, 2004. Such resignations were not
the result of any disagreement between the Registrant and these individuals.
The Registrant is considering other candidates to fill the vacancies
created by such resignations.
In connection with the resignations of Messrs. Glashow and Ciri from
their positions as executive officers of the Registrant and its subsidiaries and
in full satisfaction of all outstanding amounts owing under their respective
employment agreements with the Registrant, the Registrant has agreed to make six
monthly payments, commencing February 20, 2004, of $8,333.33 (aggregating
$50,000), to each of Messrs. Glashow and Ciri.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
EXHIBIT NO. DOCUMENT DESCRIPTION
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10.1 Settlement Agreement dated as of February 4, 2004 by
and among the Registrant, Andrew Glashow and
Irrevocable Children's Trust.
10.2 Settlement Agreement dated as of February 4, 2004 by
and among the Registrant, Robert Ciri and Irrevocable
Children's Trust.
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.
DATED: FEBRUARY 4, 2004
VENTURES-NATIONAL INCORPORATED
BY: /s/ KENNETH L. SHIRLEY
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NAME: KENNETH L. SHIRLEY
TITLE: PRESIDENT AND CHIEF EXECUTIVE OFFICER