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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
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FORM 8-K
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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 4, 1997
SAVIN ELECTRONICS INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)
NEW JERSEY 33-36670 22-3061278
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF INCORPORATION) FILE NUMBER) IDENTIFICATION NUMBER)
C/O GARY B. WOLFF, P.C.
747 THIRD AVENUE
NEW YORK, NEW YORK 10017
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE 212-644-6446
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS
1. At a March 4, 1997 Board of Directors meeting, Mr. Meir Portnoy was
elected President of the company.
2. On March 4, 1997, the Board of Directors received notification from
counsel claiming to represent the "majority shareholders" of the company, in
which the Board was advised that on March 3, 1997, said shareholders had
undertaken corporate action, by "Written Consent of a Majority of its
Shareholders in Lieu of a Special Meeting" pursuant to New Jersey Business
Corporation Act Sec. 14A:5-6 ("Written Consent"). The Written Consent indicated
that the "majority shareholders" had voted to elect Avi Pines, Avrum Savran and
Ron Fussman as the sole members of the Board of Directors of the company.
As most of the names of the "majority shareholders" were not listed at the
company's transfer agent on March 3, 1997, the Board is currently checking the
identity and authority of these "majority shareholders" in order to determine if
the Written Consent is valid. The Board requested conclusive proof regarding the
authority of the "majority shareholders," and has received only partial and
unsatisfactory responses. Along with concern on the authority of the "majority
shareholders," the Board is concerned with the following additional factors:
1. even if conclusive proof of the identity of the "majority
shareholders," as such, is provided, whether the By-Laws of the company
prevent the Board from recognizing their authority to vote since these
names were not listed at the company's transfer agent at the date of
issuing the Written Consent;
2. whether or not the proxy requirements of the Securities Exchange
Act of 1934 were properly followed;
3. whether election of directors can be performed under a "Written
Consent" and if so, whether the act of removing and appointing directors in
the manner performed under the "Written Consent" is valid.
In a March 7, 1997 letter, counsel for the "majority shareholders" further
notified the Board that Ron Fussman would not be serving as a member of the
Board. Therefore, the decision which has been implemented differs from the
decision originally passed by the "majority shareholders" in their "Written
Consent."
3. Avi Pines, Secretary of the company, issued a "Notice of the Taking of
Corporate Action without a Meeting By Written Consent" to the shareholders; this
notice was dated March 7, 1997 and purported to take effect on March 17th.
However, one of the major shareholders (Camilia Noam Ltd.) received this notice
with a postal stamp of March 10th (and not on March 7th, as the notice is
dated), so that -- even if the decision is found valid -- there is ambiguity as
to whether it went into effect on March 17 or on March 20th. Therefore, all
decisions taken by the Dissident Board up to that time may be invalid.
The Board did not direct Avi Pines to undertake such action, and objects to
issuance of the notice, and its purported effectuation date.
4. On March 17, 1997, Avi Pines sent notification to the Directors of the
Board, stating that he was now the new president of the company and delineating
various decisions of the Dissident Board.
On March 17, 1997, Avi Pines on behalf of the Dissident Board, filed an 8-K
Form stating that the corporate action had been effectuated. The Form also
states that Meir Portnoy was removed from his positions as president and
chairman of the Board of the company, and that Avi Pines and Avrum Savran were
elected as the president and chairman of the Board, respectively, of the
company.
On March 18, 1997, two members of the Board of Directors of SVPS appeared
for a shareholders' meeting at Savin Electronics Ltd. (a wholly controlled
subsidiary of SVPS). Avi Pines attempted to prevent the meeting from taking
place. Despite his attempts, the shareholder meeting did take place, and Meir
Portnoy, Gil Sarig and Yechiel Nussbaum were appointed members of the Board of
Directors of Savin Electronics Ltd.
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The following day, when Meir Portnoy arrived at the factory of Savin
Electronics, he was met by a security guard, who -- under the order of Avi
Pines -- prohibited Mr. Portnoy from entering the premises.
In light of the aforementioned, the Board of the company objects strongly
to the contents of the March 17, 1997 filing, noting that it does not accurately
reflect activities in the company which are of importance to security holders.
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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.
SAVIN ELECTRONICS INC.
By /s/ MEIR PORTNOY
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Meir Portnoy, President
Dated: March 27, 1997