U.S. SECURITIES AND EXCHANGE
COMMISSION WASHINGTON, D.C.
20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): June 21, 2006
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HIENERGY TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 0 - 32093 91-2022980
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(State or other (Commission (I.R.S.
jurisdiction File Number) Identification No.)
of incorporation)
1601-B ALTON PARKWAY, UNIT B
IRVINE, CALIFORNIA 92606
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (949) 757-0855
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Not Applicable
(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-2(b))
___ Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
HiEnergy Technologies, Inc. ("we", "us" or the "Company") files this report on
Form 8-K to report the following:
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On June 21, 2006, Harb S. Al-Zuhair resigned from our Board of Directors. At the
time of his resignation, Mr. Al-Zuhair was serving on our Board's Compensation
and Finance committees, and no longer serves in these capacities.
Mr. Al-Zuhair is the majority-owner of a Saudi equipment distributor,
Electronics Equipment Marketing Co. ("EEMCO"), which entered into an
International Distribution Agreement (the "Agreement") with the Company on July
25, 2003, as amended August 27, 2003. The Agreement granted EEMCO exclusive
rights to sell and market the Company's CarBomb Finder products to select
countries in the Middle East, subject to specific restrictions and cancelable
upon EEMCO's failure to meet certain sales milestones. At the present time, the
Company has not decided whether or not to continue its relationship with EEMCO.
On June 20, 2006, one day prior to our receipt of Mr. Al-Zuhair's resignation,
we delivered to Mr. Al-Zuhair, correspondence from our legal counsel, requesting
clarification as to his involvement with certain actions taken by another
director which we believe were in conflict with his fiduciary duties to the
Company and its shareholders. These actions involved the improper and
unauthorized dissemination of materials which we believe contained proprietary
and confidential information, as well as statements which we believe to be false
and misleading. Mr. Al-Zuhair was listed as a co-author of these statements. The
letter from our legal counsel requested confirmation as to whether Mr. Al-Zuhair
was in agreement with, or disassociated himself from the materials, and stated
that participation by Mr. Al-Zuhair in these actions could subject him to
inclusion in any legal action taken to preserve the Company's rights and
privileges, and to seek redress from any damage suffered by the Company as a
result of such actions and statements.
On June 21, 2006, Mr. Al-Zuhair sent us the electronic mail attached to this
current report as Exhibit 99.1, in which he tendered his resignation from our
Board of Directors. In his electronic mail, Mr. Al-Zuhair alleges that "there is
no product which we can market and sell." We strongly disagree with this
assertion. As previously reported on our current reports on Form 8-K, we have
sold and successfully delivered two of our SIEGMA 3E3 explosive detection
systems to Southeastern Pennsylvania Transportation Authority and we have sold
one CarBomb Finder head unit to the U.S. Army under a subcontract with
Integrated Concepts & Research Corporation ("ICRC") of Alaska. No purchase of
any product has been consummated to date for resale by EEMCO under its Agreement
for the assigned territories.
As part of our announced restructuring and capital prioritization disclosed in
our last quarterly report on Form 10-QSB, we are currently focusing our
resources on the sale, marketing and support of our primary product, the SIEGMA
system with priority to domestic markets and to the U.S. Government. As
previously disclosed, we have limited our overseas activities and accordingly,
until such time as we can (i) leverage our financial and developmental
capabilities through strategic partnerships which provide financial support;
and/or (ii) secure significant financing, governmental grants, cooperative
funding or purchase contracts; and/or (iii) generate sufficient sales revenues
to fund foreign operations, any overseas activities, including sales and
marketing, demonstrations, and or specific product reengineering, will remain
secondary to our domestic business.
In January 2006, the Company publicly disclosed that some of its products,
depending on its deployment scenario, would require engineering modifications
including the incorporation of system refrigeration to operate reliably outdoors
in regions of extreme temperature conditions (120 F+) such as the Middle East.
To date, our scientific team has performed field tests of our SIEGMA system in
the Mojave Desert and is currently working on a next-generation upgrade to this
product to incorporate refrigeration and other military specifications. We are
unable at this time to predict a date when any such upgrade will be completed.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
99.1 E-mail resignation of Harb Al-Zuhair, dated June 21, 2006.
SIGNATURES
Pursuant to the requirement 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.
HIENERGY TECHNOLOGIES, INC.
June 27, 2006 By: /s/ Roger W.A. Spillmann
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(Date) Name: Roger W.A. Spillmann,
President & CEO