UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 23, 2000
ORA Electronics, Inc.
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(Exact name of registrant as specified in charter)
Delaware 0-21903 95-4607830
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
9410 Owensmouth Avenue
Chatsworth, California 91311
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(Address of principal executive offices) (Zip Code)
(818) 772- 2700
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Pursuant to a Stock Purchase Agreement dated May 23, 2000, Mrs. Ruth
Cooper, a director and beneficial owner of 4,982,600 shares of the Registrants
common stock, sold 3,982,000 shares of such common stock to SATX, Inc. ("SATX").
SATX now owns approximately 56% of the issued and outstanding common stock of
the Registrant. In consideration for the sale of her 3,982,600 shares of common
stock, SATX paid to Mrs. Cooper $150,000 in cash, $23,185 payable in twelve
monthly installments, 400,000 shares of SATX common stock and assumed the
liability for a promissory note owed to ORA Electronics, Inc. by Mrs. Cooper in
the amount of $299,347.
The source of the consideration paid to Mrs. Cooper came from the working
capital of SATX.
SATX, a publicly held company engaged in telecommunications technology,
develops and markets prepaid cellular handsets and global tracking devices in
addition to investing in relevant technology companies. SATX common stock trades
on the OTC Electronic Bulletin Board under the symbol "SATX".
In view of the controlling interest now owned by SATX, Mrs. Ruth Cooper
resigned as a director and the following individuals were appointed to the
Registrants Board of Directors:
Name Age Position With SATX
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Merritt W. Jesson 55 Chairman of the Board, CEO and President
Khoren Shaginian 38 Director, Secretary and Treasurer
Robert W. Ellis 58 Director, Chief Operating Officer and Chief
Financial Officer
The following is a brief account of the business experience for each new
director, including principal occupations and employment during the past five
years.
MERRITT W. JESSON was the President, Chief Executive Officer and one of the
founders of DebitFone International, Inc. ("DebitFone") since its inception in
October, 1996 until its acquisition by SATX in May, 1999 when he assumed his
current positions with SATX. From 1993 to May, 1996, Mr. Jesson worked
independently to develop both the "Switch Based" and the "Intelligent" debit
phones. From 1991 to 1993, Mr. Jesson was President, Chief Executive Officer,
and the founder of Connect One Telecommunications, Inc., a nationwide prepaid
calling card company. Prior to 1991, Mr. Jesson was a General Contractor for
over 20 years, a production supervisor for General Motors Corporation, and a
hydraulic specialist for the United States Air Force.
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KHOREN SHAGINIAN has served as a director and as SATX's Secretary and
Treasurer since May, 1999. Prior to joining SATX, , Mr. Shaginian gained a broad
range of experience in finance and project development in such industries as
real estate, environmental services, and waste management. From October, 1997
until the present, he has served as the Chief Financial Officer and Executive
Vice President of Komar Investments, LLC, a multi-million dollar holding company
engaged in a wide variety of public and private investments. Komar Investments
manages the Shirvanian Family Investment Trust, which is a principal shareholder
of SATX's Common Stock. Kosti Shirvanian, together with his spouse, is the
trustee of the Shirvanian Family Investment Trust and the Chief Executive
Officer of Komar Investments. From January 1995 until joining Komar in 1997, Mr.
Shaginian was a partner in Shaginian & Agliarini, a CPA firm in Glendale,
California. Mr. Shaginian has a Bachelor of Science in Accountancy from
California State University at Los Angeles, and he is a CPA. Mr. Shaginian began
his career in the mid-1980's at Coopers & Lybrand, the public accounting firm
now organized as PriceWaterhouse Coopers, LLP.
ROBERT W. ELLIS before becoming SATX's Chief Operating Officer in May,
1999, served as Chief Operating Officer and Chief Financial Officer of DebitFone
from April, 1998 to May, 1999. Among other things, Mr. Ellis was responsible for
conducting technical and business evaluations of new products and initiatives,
including international ventures, raising equity funding to support DebitFone's
growth, and expanding into new prepaid cellular product offerings and digital
protocols. From July, 1995 to September, 1996, Mr. Ellis served as President,
Chief Operating Officer, and Chief Financial Officer of Omni Telecommunications,
Inc., a full service, international cellular telephone company in the business
of technology advancement, engineering design, production support, distribution,
and marketing of prepaid airtime cellular phones and accessories and similar
related positions for its successor company, IMI Telecommunications, Inc. from
March, 1997 until April 1998. From April, 1993 to July, 1995, Mr. Ellis was the
Chief Financial and Administrative Officer of Tiernay Turbine, an Arizona
defense contractor engaged in the development and production of auxiliary power
generation units for a variety of domestic and foreign customers. During the
nearly thirty years prior to 1993, Mr. Ellis has served in a variety of
capacities including Group Controller, Barnes Aerospace Company in Connecticut;
Director of Finance and Administration at Philips Circuit Assemblies of Tampa,
Florida; Director of Finance at Martin Marietta Aerospace in Orlando, Florida;
Controller, Honeywell, Inc. in Clearwater, Florida and Minneapolis, Minnesota;
and Cost Supervisor, International Harvester, Fort Wayne, Indiana. Mr. Ellis has
a Bachelor of Science in Accountancy from the University of Illinois, and he is
a CPA.
Both John M. Burris and Matthew F. Jodziewicz will continue as members of
the Board of Directors of the Registrant.
There are no arrangements or understandings among members of the former and
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new control groups with respect to election of directors or other matters.
The Registrant's officers remain as follows:
Name Position
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John M. Burris Vice President, Chief Financial Officer
and Director
Matthew F. Jodziewicz Vice President of Technology and Legal
Affairs, Secretary and Director
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.
ORA Electronics, Inc.
/s/ JOHN M. BURRIS
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John M. Burris
Chief Financial Officer
Date: May 24, 2000
