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): May 16, 2005
SCAN-OPTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 000-05265 06-0851857
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
169 Progress Drive, Manchester, CT 06040
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (860) 645-7878
(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-(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 1.02 Termination of a Material Definitive Agreement
The letter agreement between the company and Logan Clarke, Jr. dated
April 18, 2005, has been terminated effective as of the close of business on May
16, 2005 in connection with Mr. Clarke stepping aside (see Item 5.02(b) below)
as an officer of the company. The letter agreement provided for Mr. Clarke's
employment as Acting President and Chief Executive Officer of the company until
his resignation. The letter agreement also provided that Mr. Clarke would
receive a salary of $27,400 per month, retroactive to March 10, 2005, the date
that he became Acting President and Chief Executive Officer of the company.
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
(b) The company has announced that Logan Clarke, Jr. has stepped aside
as Acting President and Chief Executive Officer of Scan-Optics, Inc. effective
as of the close of business on May 16, 2005.
A copy of the press release announcing Mr. Clarke's resignation is
attached as Exhibit 99.1.
(c) The company has also announced that Paul M. Yantus, age 43, has
been appointed President and Chief Executive Officer of the company effective
May 17, 2005. Mr. Yantus joined the company as Chief Operating Officer in March
2005. Prior to joining the company, Mr. Yantus was a founder and President of
Espire Marketing, Inc., a web-based solutions provider headquartered in
Rochester, Michigan. At Espire, Mr. Yantus developed the company's business
strategy, designed software and oversaw product development and secured key
contracts for the business. Prior to founding Espire, Mr. Yantus served in
various positions at MSX International, an $800 million company specializing in
business process, outsourcing and staffing, including Senior Vice
President--Business Process Outsourcing and IT (2002-2003), Vice
President--Business and Technology Services (2001-2002), and General
Manager--Integrated Information Solutions (1999-2001). In these positions, Mr.
Yantus established sales organizations, commercialized new products,
restructured the company's information technology organization and had other
management responsibilities. Prior to his employment with MSX International, Mr.
Yantus held senior positions at Danka Office Imaging Systems, Inc., Lason
Systems, Inc. and Eastman Kodak.
A copy of the press release announcing the appointment of Mr. Yantus is
attached as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
99.1 Press release dated May 18, 2005
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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.
SCAN-OPTICS, INC.
By: /s/ Peter H. Stelling
--------------------------
Name: Peter H. Stelling
Title: Chief Financial Officer,
Vice President and Treasurer
Date: May 18, 2005
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