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
March 10, 2003
(Date of Report)
VENTURES-NATIONAL INCORPORATED
(Exact name of registrant as specified in its charter)
Utah 000-32847 87-0433444
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1855 Norman Avenue, Santa Clara, California 95054-2029
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(Address of principal executive offices)
(408) 727-7513
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(Registrant's telephone number, including area code)
5525 South 900 East, Salt Lake City, Utah 84117
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(Former name or former address, if changed since last report.)
Item 5. Other Events
Effective March 3, 2003, the Board of Directors of
Ventures-National Incorporated, dba Titan General Holdings, Inc. (the
"Registrant"), named Lawrence K. McFall and Robert E. Ciri to the Board of
Directors of the Registrant to fill the vacancies created by the resignation of
Robert Weisburg and Greg Jacobs. Such resignations were not the result of any
disagreement between the Registrant and either of such individuals. Mr. McFall
was named Executive Vice President of the Registrant effective February 20,
2003.
Effective February 21, 2003, Louis J. George, President, Chief
Executive Officer and Acting Treasurer of the Registrant, resigned from such
positions and as a director of the Registrant in order to focus upon plant
operations at the Registrant's Freemont, California manufacturing facility. Such
resignation was not the result of any disagreement between the Registrant and
Mr. George. Effective on such date, the Board of Directors of the Registrant
named James E. Patty as President and Chief Executive Officer of the Registrant
and named Mr. Patty to the Board of Directors of the Registrant to fill the
vacancy created by the resignation of Mr. George.
Biographical information relating to Messrs. McFall, Ciri, and
Patty is set forth below.
Lawrence K. McFall. Mr. McFall is Executive Vice President of
Titan General Holdings, Inc. Mr. McFall is an industry veteran, with over 38
years of high technology experience in the semiconductor industry, electronic
manufacturing services (EMS), and in PCB fabrication. Mr. McFall's operational
experience ranges from business development and sales management to executive
management with several international EMS and electronics companies including
CTI Technology; GET Manufacturing; Alphasource Manufacturing Services; National
Semiconductor; Texas Instruments; and Intermark Electronics.
Robert E. Ciri. Mr. Ciri is a senior director and founding
partner in Star Associates, LLC, a financial management consulting firm and a
consultant to the Registrant. He specializes in various areas of high
technology, biotechnology, and health care. Mr. Ciri also serves on various
advisory and corporate boards. Mr. Ciri was previsouly associated with the
Venture Fund of Washington and was Chief Executive Officer of ConexSys, Inc., an
Internet and data warehousing company, where he was brought in to structure the
company's operations. Mr. Ciri had also been President and Chief Operating
Officer of Apache Medical Systems, Inc., a public healthcare software and data
mining corporation, where he was engaged by the board of directors in a
turn-around situation and led the company to a successful initial public
offering. Previously, Mr. Ciri had been with Hewlett-Packard Company for fifteen
years. He served as North American Field Operations Manager for internally
developed applications, consulting, hardware, and services in health care
technology and information where he directed start-up operations for various
business segments that Hewlett-Packard founded or acquired.
James E. Patty. Mr. Patty is President and Chief Executive
Officer of Titan General Holdings, Inc. Before joining Titan JP's was previously
President and CEO of VPNet Technologies (Milpitas, CA). JP was instrumental in
raising the market value of the company by a factor of ten to the value of $235M
that was paid by Avaya Communications, Inc. Previous to VPNet, JP was Corporate
VP of a 30-year-old Asian EMS company, GET Manufacturing. Within in 24 months,
JP was instrumental in re-engineering the company's operations in Asia, Mexico
and the USA which was then sold to Jabil Circuits for $280M, two and one-half
times its prior value. Prior to that JP was COO and Senior Vice President of
Alsphasource Manufacturing Services, an international EMS company headquartered
in Bangkok, Thailand, raising the valuation from $15M to over $300M in two
years. Mr. Patty has had additional senior management and engineering experience
with ATI, Maxtor, Motorola, and Four Phase Systems.
The Registrant released the press releases attached hereto as exhibits
99.1, 99.2, and 99.3 in connection with the foregoing.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
Not Applicable
(b) Pro Forma Financial Information.
Not Applicable
(c) Exhibits.
Exhibit No. Document Description
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99.1 Press Release, dated February 24, 2003, relating to the
reconstitution of the Board of Directors of the Registrant
99.2 Press Release, dated February 21, 2003, relating to the
appointment of a new chief executive officer and president of the
Registrant
99.3 Press Release, dated February 20, 2003, relating to the
appointment of a new executive vice president of the Registrant
SIGNATURE
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 10, 2003
VENTURES-NATIONAL INCORPORATED
By: /s/ James E. Patty
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Name: James E. Patty
Title: President and Chief Executive Officer