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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 25, 2002 (June 21, 2002)
ONLINE POWER SUPPLY, INC.
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Exact Name of Registrant as Specified in its Charter)
Nevada 00-29669 84-1176494
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of incorporation) Identification No.)
8100 South Akron, Suite 308
Englewood, Colorado 80112
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (303) 741-5641
Not Applicable
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(Former Name, Former Address or Former Fiscal Year,
if Changed From Last Report)
ITEM 5. OTHER EVENTS
Effective June 21, 2002 the company, and James F. Glaza and Jeannette Glaza
and Falcon Financial Services, Inc. (together, "Glaza"), have entered into s
settlement agreement to resolve their differences as reflected in the proxy
statement filed with the SEC by Glaza and the preliminary proxy statement filed
with the SEC by the company.
Pursuant to the settlement agreement (filed as an exhibit to this report),
the parties have agreed as summarized below. For complete details, read the text
of the settlement agreement.
1. Glaza have ceased all of their efforts to elect to the company's board
of directors the four persons named in Glaza's proxy statement (the
"Glaza Slate").
2. James F. Glaza and Jeannette Glaza, on the one hand, and Glenn M.
Grunewald, Gary Fairhead, Ronald Mathewson and Thomas Glaza (such four
persons being the incumbent directors), and Kris M. Budinger, former
chief executive officer, president and treasurer, and director, on the
other hand (such five persons referred to as the "individual parties")
will vote all the shares they own in favor of the election of Glenn M.
Grunewald, Gary Fairhead, Edward Sidor, Kenneth A. Cassady and Gary A.
Young (the "new company slate") for election as directors at the
annual meetings of shareholders in 2002, 2003 and 2004. The individual
parties will not encourage anyone to vote against the new company
slate, or for the election of anyone else to the company's board of
directors at any meeting not called by the board of directors, or
encourage anyone to call for any meeting of shareholders, through the
2004 annual meeting of shareholders, so long as the company nominates
the new company slate.
3. The company, Thomas L. Glaza (an incumbent director and member of the
Glaza Slate), and Glaza will submit to the Federal District Court a
joint motion to dismiss the company's pending injunctive proceedings
against Glaza, and others. The company has ceased all efforts to
conduct discovery or otherwise collect evidence in support of the
proceedings.
4. The company immediately will file with the SEC revised proxy materials
to solicit shareholder votes for the new company slate, and the
company will not use its preliminary proxy statement (currently on
file with the SEC) to solicit shareholder votes for the old company
slate (Grunewald, Sidor, Ronald Mathewson and Fairhead).
5. The company's incumbent board of directors has amended the bylaws to
provide for five directors.
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6. The company will reimburse Glaza for receipted third-party expenses
not to exceed $80,000 incurred through June 21, 2002 with respect to
Glaza's proxy statement and Glaza's legal expenses incurred in
connection with the injunction proceedings to June 21, 2002, as well
as future costs incurred by Glaza to contact shareholders about the
settlement.
The company has reset the record date for the annual meeting to June 28,
2002, and the meeting date to July 31, 2002.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Settlement Agreement
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.
ONLINE POWER SUPPLY, INC.
Dated: June 25, 2002 By: /s/ Glenn M. Grunewald
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GLENN M. GRUNEWALD,
Chief Executive Officer
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