EXHIBIT D
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) November 6, 1995
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MEGAMATION INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-18192 13-3372947
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(Commission (IRS Employer
(State or other File Number) Identification
jurisdiction of Number)
incorporation)
51 Everett Drive, Building #4, Lawrenceville, New Jersey 08648
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (609) 799-4473
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Page 1 of 6
Index to Exhibits located
at Page 4
Item 1. Changes in Control of Registrant.
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Reference is made to Item 5 for information pertaining to the
termination of a voting agreement among certain shareholders of Megamation Inc.
("Registrant"), pursuant to which control of the Registrant may be effected.
Item 5. Other Events.
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As previously reported on a Current Report on Form 8-K filed with the
Commission on September 19, 1992, certain shareholders of Registrant entered
into a Shareholders Agreement dated as of September 4, 1992 (the "Shareholders
Agreement"). At a special meeting of the Board of Directors of Registrant held
on May 5, 1995, Brian D. Hoffman resigned as a director of Registrant; Gerald W.
Klein was elected as a director to fill the vacancy created by the Hoffman
resignation; Steven H. Pollack and Thomas D. Schmidt each resigned as a
director; Richard J. Kornblum was elected as a director to fill one of the
vacancies created by the Pollack and Schmidt resignations; and the Board of
Directors resolved that five directors would constitute the entire Board of
Directors pursuant to Registrant's By-Laws. In light of these events, the
parties to the Shareholders Agreement entered into a certain Termination
Agreement which terminated the Shareholders Agreement as of November 6, 1995.
Item 7. Financial Statements and Exhibits.
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(a) & (b) Not applicable.
(c) Exhibits.
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The following exhibit is furnished as part this amendment to this
Report:
Exhibit Description
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99.1 Termination Agreement dated November 6, 1995 by and among
certain shareholders of Registrant.
Page 2 of 6
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.
Dated: November 6, 1995
MEGAMATION INC.
By: /s/ GERALD W. KLEIN
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Gerald W. Klein, President, Chief
Executive Officer, Treasurer, and
Chief Financial Officer
Page 3 of 6
INDEX TO EXHIBITS
Exhibit Location of Sequentially numbered Page
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Termination Agreement dated 5
November 6, 1995 by and among
certain shareholders of Registrant
Page 4 of 6