================================================================================
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): June 4, 1998
XYBERNAUT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 0-15086 54-1799851
(State or other (Commission (IRS Employer
jurisdiction of file number) Identification No.)
incorporation)
12701 Fair Lakes Circle, Fairfax, Virginia 22033
(Address of principal executive offices)
Registrant's telephone number including area code: (703) 631-6925
Not Applicable
(Former name or former address, if changed since last report)
================================================================================
<PAGE>
ITEM 5. OTHER EVENTS.
- ------- -------------
John F. Moynahan, a Director of the Company, resigned from the Board
of Directors of the Company effective June 3, 1998. Mr. Moynahan's resignation
from the Board of Directors was presented to and accepted by the Board of
Directors in connection with Mr. Moynahan's voluntary resignation from his
positions as Senior Vice President, Chief Financial Officer and Treasurer of the
Company to accept a position as Senior Vice President and Chief Financial
Officer of Precision Auto Care, Inc., of Leesburg, Virginia. In accordance with
the By-laws of the Company, effective June 5, 1998, the Board of Directors
nominated and confirmed the election of Mr. Kaz Toyosato to the Board of
Directors of the Company to fill the vacancy on the Board left by Mr. Moynahan's
resignation. Mr. Toyosato is the Executive Vice President - Asian Operations of
the Company.
ITEM 7. EXHIBITS.
- ------- ---------
17 Letter re: director resignation.
Page 2
<PAGE>
SIGNATURE
Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
XYBERNAUT CORPORATION
Date: June 10, 1998 By: /s/ Edward G. Newman
----------------------------
Edward G. Newman
Chairman of the Board, President
and Chief Executive Officer
Page 3
<PAGE>
EXHIBIT INDEX
Exhibit Number Description Page
- -------------- ----------- ----
17 Letter re: director resignation.
Page 4
John F. Moynahan
12302 Blair Ridge Road
Fairfax, Virginia 22033
May 13, 1998
Mr. Edward G. Newman
President, C.E.O. and Chairman of the Board
Xybernaut Corporation
12701 Fair Lakes Circle, Suite 550
Fairfax, VA 22033
Dear Ed:
I have accepted a position as Senior Vice President and Chief Financial Officer
of Precision Auto Care, Inc. in Leesburg, Virginia and I am hereby tendering my
resignation as an officer, director and employee of Xybernaut effective June 3,
1998.
You can be confident that I will work through this transition period with the
same level of professionalism and dedication that I have always provided to
Xybernaut.
Precision is an international owner, franchiser, manufacturer and distributor of
auto maintenance products and services that currently has approximately $50
million in revenues at the corporate level and over $200 million in revenues at
the system level. The Company went public in November 1997 and has excellent
prospects both in the U.S. and internationally.
I will always feel a part of the Xybernaut team and I wish success for the
company and its members. Rest assured that I am available to assist you and I
look forward to being a customer.
With Sincere Thanks for Your Friendship and Support,
/s/ John F. Moynahan
cc: Steven A. Newman
