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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): February 16, 1996
WEDCO TECHNOLOGY, INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey 1-5528 22-1689437
(State or Other (Commission File (IRS Employer
Jurisdiction of Number) Identification No.)
Incorporation)
P.O. Box 397, Bloomsbury, New Jersey 08804
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:
(908) 479-4181
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On February 16, 1996, the Company commenced an action in the
U.S. District for the District of New Jersey (CV 96-861) against
WedTech, Inc., a Canadian corporation ("WedTech"), which is owned
50% by the Company and 50% by Polyvector Corporation, a Canadian
corporation ("Polyvector"), which also is a Defendant in the
action. The other Defendants are John Lefas, individually,
President and a director of WedTech and a majority owner, President
and a director of Defendant Polyvector, and WedTech USA, Inc., a
Delaware corporation ("WedTech USA"), which is a wholly-owned
subsidiary of WedTech; Defendant Lefas is President and a director
of WedTech USA. Defendant Lefas served as a director of the
Company from August 18, 1992, through March 23, 1994.
In the Verified Complaint and Jury Demand filed by the Company
(the "Complaint"), the Company alleges, among other things, that
the Defendants have breached the terms of the Shareholders'
Agreement of July 28, 1986, among the Company and the Defendants
(other than WedTech USA), as amended. The Company alleges that the
Defendants variously, among other things, failed to obtain the
informed approval of the Company with respect to certain actions,
including materially changing the business of WedTech, mortgaging
or otherwise encumbering assets of WedTech, making unauthorized
expenditures in the individual amount of $50,000 or more, the
organization of WedTech USA and causing WedTech USA to compete with
certain of the Company's customers. The Company also alleges that
Lefas and Polyvector have breached their fiduciary duties to the
Company.
The Company seeks a temporary restraint, to be made permanent,
enjoining the Defendants from continuing to violate the
Shareholders' Agreement and requesting damages for past violations
of said Agreement. The Company also asks for judgment in the
amount of approximately $177,000, plus interest and costs, for
monies due and owing by WedTech to the Company for goods and
services. The Company has reserved the right to seek additional
remedies, including, but not limited to, the appointment of a
receiver to conduct the operations of WedTech.
(Continued on signature page.)
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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.
WEDCO TECHNOLOGY, INC.
By: /s/ Edward N. Barol, Secretary
Edward N. Barol, Secretary
Date: February 22, 1996
