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): September 15, 2003
Commission File Number: 000-50213
Aegis Assessments, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 72-1525702
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
4100 Newport Place, Suite 660, Newport Beach, California 92660
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(Address of principal executive offices) (Zip Code)
(877)718.7599
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(Registrant's Telephone Number, Including Area Code)
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(Former name, if changed since last report)
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(Former Address and Telephone Number of Principal Executive Offices)
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ITEM 5. OTHER EVENTS.
Press release. Reference is made to our press release dated October 8, 2003
entitled Aegis Pursues Initiative with Department of Homeland Security (attached
hereto as Exhibit 99.1); our press release dated October 6, 2003 entitled Aegis
Assessments, Inc. Director Becomes President of Security Industry Association at
National Summit on Security in Washington, D.C (attached hereto as Exhibit
99.2); our press release dated September 29, 2003 entitled Aegis Assessments,
Inc. Presents Technologies at International Conference on Advanced Technologies
for Homeland Security (attached hereto as Exhibit 99.3); and our press release
dated September 15, 2003 entitled Aegis Assessments, Inc. Completes Development
of The SafetyNet MCP (attached hereto as Exhibit 99.4).
Legal proceedings. On September 18, 2003, we filed a complaint in the Superior
Court of the State of California, Orange County, Case No. 03CC11547, against
Eric Peacock ("Peacock"), Vernon M. Briggs III ("Briggs") and Iocene Technology
Corporation, a Nevada corporation ("Iocene") (Briggs, Peacock and Iocene are
referred to herein, collectively, as "Defendants"), for, among other things,
fraud, deceit, conspiracy, breach of contract and conversion. On September 22,
2003 we amended the complaint to add A.G. Edwards & Sons, Inc. ("A.G. Edwards"),
and their employee, Brian Shackleton ("Shackleton"), as defendants. As of the
date of the amendment, A.G. Edwards and Shackleton were added to the conspiracy
cause of action only. We intend to vigorously prosecute the action against all
named defendants.
As we disclosed in previous filings, Briggs and Peacock are former
consultants/employees of the company. During their relationship with us, Briggs
and Peacock were issued a combined total of 1,000,000 shares (the "Shares").
Among other allegations, we allege in the complaint that after issuing the
Shares, we discovered that Briggs and Peacock had not performed under their
consultant/employment agreements and that we had been defrauded. As a result, we
terminated the agreements and cancelled the Shares. Despite their knowledge that
the Shares were cancelled, Defendants attempted to deposit the cancelled
certificates with certain brokerage firms. Once the brokerage firms were
apprised of the cancellation of the stock and the pending litigation, they
decided to retain the original share certificates pending a court order
On October 1, 2003, Defendants filed a motion for a temporary restraining order
and order to show cause re: preliminary injunction. In their motion, Defendants
were asking the Court to order the brokerage firms to release the stock
certificates to Defendants and, further, order us to allow Defendants to sell
their stock, without restriction. Our position was that the stock certificates
were not saleable as the stock was cancelled and that the cancelled certificates
should remain in the possession of the brokerage firms to prevent any further
damage to the company. The Honorable Steven Perk of the Superior Court agreed
with us and denied Defendants' motion, in total. In denying Defendants' motion,
the Court held, among other things, that:
o Defendants had not met their burden of showing a reasonable probability
of winning on the merits;
o Defendants had not met their burden of showing that there was some
"emergency" justifying relief; and
o the stock certificates should remain with the brokerage firms.
o Judge Perk also stated on the record that he did not believe
Defendants' stock certificates were currently saleable.
Defendants filed a peremptory challenge to have Judge Perk removed as the
presiding judge of this matter. Defendants intend to oppose the challenge.
As disclosed in previous filings, we believed that if we brought suit against
Briggs and Peacock, they would file a cross-complaint in retaliation. On October
1, 2003, a cross complaint was filed by Briggs and Peacock, alleging conversion,
breach of duty to transfer securities, breach of contract, a derivative
shareholder action for breach of directors and officers breach of fiduciary
duty, defamation, and unfair business practices. Eric Johnson, our president and
CEO, was named personally in the following causes of action: conversion, breach
of duty to register and transfer stock, breach of fiduciary duty and
self-dealing, defamation, unfair, and unlawful and fraudulent business
practices. Both the company and Mr. Johnson intend to vigorously defend against
the cross-complaint.
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Index to Exhibits
99.1 Press Release dated October 8, 2003.
99.2 Press Release dated October 6, 2003.
99.3 Press Release dated September 29, 2003.
99.4 Press Release dated September 15, 2003.
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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, thereunto duly authorized.
Aegis Assessments, Inc.
October 8, 2003 By: /s/ Eric D. Johnson
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Eric D. Johnson, President
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