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): March 17, 1997
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SAVIN ELECTRONICS INC.
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(Exact name of Registrant as specified in its charter)
New Jersey
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(State or other jurisdiction of incorporation)
33-36670 22-3061278
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(Commission File Number) (I.R.S. Employer Identification No.)
c/o Gary Wolff, 747 Third Avenue, New York, New York 10017
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(Address of principal executive offices (Zip Code)
Registrant's telephone number, including area code: (212) 644-6446
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Not Applicable
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(Former name or former address, if changed since last report)
ITEM 5. Other Events
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On March 3, 1997, in accordance with Section 14A:5-6 of the New Jersey
Business Corporation Act (the "New Jersey Act"), the holders of approximately
51.08% of the outstanding common stock, par value $.0001 per share, of Savin
Electronics Inc. (the "Company"), took action to remove the existing Board of
Directors of the Company, consisting of Meir Portnoy, Yechiel Nussbaum, Gil
Sarig and Avrum Savran, and elected Avrum Savran and Avi Pines to serve as the
sole members of the Company's Board of Directors (the "Corporate Action").
The New Jersey Act provides, among other things, that any action permitted
to be taken at a meeting of shareholders may be taken without a meeting, without
prior notice and without a vote, upon the written consent of a majority of
shareholders who would have been entitled to vote at a meeting at which all
shareholders entitled to vote thereon were present and voting. Under the New
Jersey Act, the effective date of such action may be no less than ten days after
notice is sent to all non-consenting shareholders who would have been entitled
to notice of a meeting and to vote upon such action.
On March 7, 1997, notice of the Corporate Action was duly mailed to all of
the shareholders entitled to receive notice and who would have been entitled to
cast a vote at such meeting. Accordingly, the Corporate Action became effective
on March 17, 1997.
At a meeting of the new Board of Directors held on March 17, 1997, Meir
Portnoy was removed as President and Chairman of the Board of the Company, and
Avi Pines and Avrum Savran were elected to serve as President and Chairman of
the Board, respectively, of the Company.
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: March 17, 1997
SAVIN ELECTRONICS INC.
By: /s/ Avi Pines
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Avi Pines
Secretary-Treasurer
BAER MARKS & UPHAM LLP
805 THIRD AVENUE
NEW YORK, NY 10022-7513
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WRITER'S DIRECT DIAL NUMBER (212) 703-5700
(212) 702- CABLE JUUBEAR
TWX 710-581-2760
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TELECOPIER:
(212) 702-5941
March 17, 1997
VIA EDGAR Transmission
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Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Attention: 1934 Act Filing Desk
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Re: Savin Electronics Inc.
Commission File No. 33-36670
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Ladies and Gentlemen:
On behalf of Savin Electronics Inc. (the "Company") and pursuant to Rule
101 of Regulation S-T of the Securities and Exchange Commission, enclosed for
filing is the Company's Form 8-K dated March 17, 1997.
Very truly yours,
/s/ Arlyn B. Miller
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Arlyn B. Miller
Enclosures
cc: Gary Wolff, Esq.