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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) December 19, 1996
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Savin Electronics Inc.
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(Exact name of registrant as specified in charter)
New Jersey 33-36670 22-3061278
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
c/o Gary B. Wolff, P.C., 747 Third Avenue, New York, New York 10017
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code 212-644-6446
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On December 19, 1996 Universal Eagle Investment Banking
("Universal Eagle"), acting in its individual capacity and as agent for others,
purchase 3,075,000 shares of Registrant's common stock then held of record and
beneficially by Avi Pines, who, immediately prior to such purchase was
Secretary-Treasurer and a director of Registrant and the owner of 37.73% of all
of its issued and outstanding common stock. Immediately subsequent to such
purchase, Mr. Pines no longer held any record or beneficial interest in the
Registrant's common stock, subsequently resigned (on December 25, 1996) as a
director of the Registrant (see also Item 5 hereto) and currently continues to
hold the position of Secretary-Treasurer with the Registrant. The
consideration for the purchase of the above referenced shares was $200,000. By
virtue of such purchase Universal Eagle and those persons for whom it acted as
agent for this transaction own in the aggregate, 37.73% of all currently issued
and outstanding common stock of the Registrant. Universal Eagle and each of
those persons for whom it acted as agent with respect to this transaction have
each indicated, in writing, that they are not acting in concert with respect to
the transaction referred to herein. The total number of participants in such
transaction, inclusive of Universal Eagle, amounted to eight persons and/or
firms. Seven of such persons each purchased 400,000 of the shares referred to
herein while the eighth purchaser (Universal Eagle) purchased 275,000 shares.
Accordingly, each of those seven individuals, who each purchased 400,000 of the
aforesaid 3,075,000 shares, each own approximately 4.91% of all issued and
outstanding common stock of Registrant.
(b) On December 31, 1996 Camelia Noam Ltd. ("CNL"), acting in its
individual capacity agreed to purchase 3,075,000 shares of Registrant's common
stock then held of record and beneficially by Meir Portnoy, who formerly was
President of Registrant and remains a director of Registrant and was the owner
of 37.73% of all of its issued and outstanding common stock. The consideration
for the purchase of the above referenced shares was $200,000, $100,000 of
which, is to be paid on or before March 1, 1997 and the balance of which is due
to be paid no later than June 30, 1999 (with accelerated payments based upon
CNL's sale, if any, of the underlying shares on date(s) prior to June 30,
1999). Upon receipt by Mr. Portnoy of the initial $100,000 payment, transfer
of the shares is expected to be made and upon such transfer Mr. Portnoy will no
longer hold any record or beneficial interest in the Registrant's common stock
(excepting for such beneficial interest as may be attributed to him by
operation of law in view of the fact that CNL's sole owners are Mr. Portnoy's
adult daughter and her husband). Upon transfer of the subject shares, CNL will
own, in the aggregate, 37.73% of all currently issued and outstanding common
stock of the Registrant (assuming no additional shares of Registrant are issued
from the date of this Form 8-K to the anticipated date of transfer referred to
herein).
See also Item 5 hereto regarding additional "Changes in Control" of
Registrant as a result of changes in officers and directors.
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ITEM 5. OTHER EVENTS
I
On December 25, 1996 Messrs. Avi Pines and Sol Goodelman each resigned
as a director of the Registrant and the vacancies were filled (by the Board of
Directors) by the nomination and election of Messrs. Erez Miller and Ilan
Fradkin on December 25, 1996.
On January 14, 1997 at a meeting of the Board of Directors Mr. Meir
Portnoy was relived of all of his responsibilities as both an officer
(President) and Chairman of the Board while remaining a director of the
Registrant, Mr. Avi Pines was relieved of his responsibilities as Vice
President of the Registrant and the Board filled such positions by appointing
Ilan Fradkin as President and Chairman of the Board and Erez Miller as Vice
President.
The aforesaid resignation (on December 25, 1996) of Messrs. Avi Pines
and Sol Goodelman as directors did not occur as a result of any disagreements
whatsoever with the Registrant on any matter relating to its operations,
policies or practices as no such disagreements existed. The removal of Mr.
Meir Portnoy's employment with the Registrant was an internal corporate
decision made by management of the Registrant.
Based upon all of the above and when taking into account the aforesaid
resignations, filling of vacancies and related matters, the Registrant's Board
of Directors (until February 24, 1997 as indicated below) consisted of the
following persons:
Meir Portnoy
Avrum Savran
Yechiel Nussbaum
Erez Miller
Ilan Fradkin
While the Registrant's officers were as follows:
Ilan Fradkin, President
Erez Miller, Vice President
Avi Pines, Secretary-Treasurer
II
On February 24, 1997 at a meeting of the Board of Directors Messrs.
Erez Miller and Ilan Fradkin tendered their resignations from all positions
held with SVPS effective immediately and indicated in their resignations that
such resignations were not ".. the result of any disagreements with SVPS on any
matter relating to its operations, policies or practices as no such
disagreements exists". Each of such persons also nominated new directors but
the remaining Board took no action or vote upon such nominations. The Board
did, however, (acting in accordance with its
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By-laws and the New Jersey Business Corporation Act, Section 14A:6-5) nominate
and elect Mr. Gil Sarig as a director.
Based upon the above, upon conclusion of such Board meeting the
Registrant's Board of Directors consisted of the following persons:
Meir Portnoy
Avrum Savran
Yechiel Nussbaum
Gil Sarig
While the Registrant's only officer was:
Avi Pines - Secretary/Treasurer
(the Board not having taken any action as of the date of such meeting with
respect to election of a President or other officers).
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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 hereunto duly authorized.
SAVIN ELECTRONICS INC.
By /Avi Pines/
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Avi Pines, Secretary
Dated: February 24, 1997
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