AMERICAN CUSTOM COMPONENTS INC
8-K, 1999-09-16
ELECTRONIC CONNECTORS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 of 15(d) of the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) September 9, 1999

                        AMERICAN CUSTOM COMPONENTS, INC.
             (Exact name of registrant as specified in its charter)

         NEVADA                     0-23859                  81-0478643
(State of other jurisdiction      (Commission              (IRS Employer
         of incorporation)        File Number)            Identification No.)

     3310 W. MacArthur Boulevard                                  92704
         Santa Ana, California                                  (Zip Code)
(Address of principal executive offices)

                                 (714) 662-2080
              (Registrant's Telephone Number , including Area Code)


Item 6.  Resignation of Registrants Directors

         (a) On September 9, 1999, Mr. Groom  delivered a letter of resignation,
resigning  his position as a member of the board of directors of ACC. The letter
states in general  that his  resignation  is in  protest  of ACC's  management's
failure to:

     o Conduct an audit of possible fraudulent dealings within ACC;

     o Advise shareholders of certain events;

     o Provide him with certain documentation;

     o Provide information necessary for ACC audits;

     o Provide responsible reporting of major events.

         (b) ACC believes  certain  explanations  are necessary in an attempt to
make Mr. Groom's letter not misleading.

     o Mr. Loyd  acquired  voting  control of ACC in or about March,  1999,  and
       continues to hold voting control. Neither Mr. Waterer nor Mr. Martin hold
       any of Mr. Loyd's preferred shares.

     o Mr. Loyd is the acting CEO of ACC.  Neither Mr. Waterer nor Mr. Martin is
       an officer of ACC and neither is engaged in the day to day  management of
       ACC.  Mr.  Waterer  has been  elected to the board of  directors  and may
       become involved in the day-to-day management of ACC in the future.

     o ACC was faced with financial challenges prior to the arrival of Mr. Loyd.
       Mr. Loyd has sought counsel in behalf of ACC from accountants and lawyers
       as to possible  solutions.  Various  meetings have been held dealing with
       this  subject,  some of  which  have  been  attended  by Mr.  Groom.  ACC
       management  has never  considered  transferring  ACC  assets,  absent ACC
       receiving full  consideration for the value of those assets. Mr. Loyd has
       in the past without exception  vigorously  resisted filing for bankruptcy
       as a method  to  resolve  ACC's  challenges  though it has been an option
       discussed with ACC management by ACC consultants.

     o During the time  period for which Mr.  Groom  seems to be  concerned,  he
       states  ownership and management  changes have been  reported.  Since Mr.
       Loyd  acquired  a  controlling  interest,  there  have been no  ownership
       changes  other  than  the  trading  of  public  shares.      Mr.  Groom's
       resignation  disclosed  herein is the first  management  change requiring
       Form 8-K disclosure.

     o Management is currently  preparing an audit at ACC's last fiscal year-end
       which has been delayed due to fiscal difficulties. Upon completion of the
       audit,  ACC intends to file its Form 10-KSB for such fiscal year which is
       presently  delinquent.  The audit will include financial  information for
       Loyd International.

     o Mr.  Groom is aware  that a $2 million  grain  sale to Nigeria  was never
       consummated  because  the  price for the  grain  the U.S.  Department  of
       Agriculture quoted was such that ACC could not make money on the sale.

     o With respect to the Vinceport  Libra  lawsuit,  Mr. Loyd has an option to
       purchase  up to 60 percent of the  shares  for $10  million.  It does not
       necessarily follow that as a result,  there will be a $10 million capital
       infusion into ACC.

     o Current management has discovered possible  mismanagement of ACC funds by
       certain persons in prior management and has undertaken the beginning of a
       fraud investigation. ACC is uncertain as to what extent the investigation
       may determine  there has been  fraudulent  activity and whether any money
       could be recovered as a result thereof.

         (c) A copy of Mr. Groom's  letter of resignation is attached  hereto as
Exhibit A.


                                   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 hereto duly authorized.


                                                   AMERICAN CUSTOM COMPONENTS
                                                          (Registrant)

Date:  September 16, 1999                     /s/ Edward Loyd
                                              ---------------------------------
                                              Edward Loyd
                                              Acting CEO



<PAGE>

                                    EXHIBIT A


John Groom
Member
Board of Directors
American Custom Components

September 9, 1999

Gary Henrie Esquire
Security and Exchange Commission Counsel
American Custom Components
         And
American Custom Components
3310 West MacArthur Blvd.
Santa Ana, California  92704

                             (Via U.S. Mail and Fax)


Dear Mr. Henrie:

         I resigned my position as President and CEO as of July 23 of 1999 after
Mr.  Loyd  informed  key  employees  of the company  that,  as the result of his
meetings  with Robin  Waterer and Richard  Martin in  England,  he would  divert
assets of American Custom  Components in order to place ACC into Bankruptcy.  He
referred to CEDI (Pendar),  K-5 Plastics and Loyd International as the assets to
be moved away from ACC.

         Mr. Loyd also informed me that the fate of American  Custom  Components
was totally in the hands of Mr. Waterer and Mr.  Martin,  and that they had each
taken  ownership of one third of the ACC preferred  stock issued to Edward Loyd.
He also stated that Mr.  Waterer  would take the position as CEO of ACC and that
they have his "hands tied." I informed the Loyd management team that I would not
and could not  participate in their plan and based on the conditions  defined in
my contract and my previous agreement with the Board of Directors to provide two
weeks notice,  I resigned as President and CEO as the  non-surviving  management
entity of the Loyd acquisition.

         I have advised the management of Loyd  International and copied you, as
to  appropriate  actions  to take in  regards  to  responsibilities  for  timely
reporting of major events to the shareholders,  including the reported change in
ownership  of  the  company  and  changes  in   management.   I  have  requested
documentation from the new management team as to financial transaction on behalf
of the company  with little  response  and have  expressed by concerns as to the
company's financial records for audit. This includes the two million dollar sale
of grain to Nigeria, loans to the company, funds for acquisitions and the status
of  the  ten  million  dollar  commitment  to  ACC  from  the  proceeds  of  the
Vinceport-Libra  law suit that should be funded shortly.  The Loyd International
management  has not provided all of the documents that are needed for audits nor
allowed responsible reporting of major events as it relates to the company.

         I have a  commitment  from  the  company  that a  fraud  audit  will be
conducted by impartial  auditors and have agreed with current management that an
SEC  investigation  as to  sales  of  stock  by  insiders  and the  initial  504
transaction  in  1997 is  required  to  understand  how  the  company's  current
financial situation  developed.  It is my understanding that no such activity is
in motion at this  time.  It is with  frustration,  regret and in protest of the
above actions that I tender my resignation as a member of the Board of Directors
of  American  Custom  Components  effective  September  9,  1999.  I feel that I
supported all of the  shareholders  while acting as CEO and had hoped to support
all of the  shareholders in a capacity as Director but given the current actions
and behavior of the Loyd International  management team, I find it impossible to
make any contribution.

         I need to remind you of the 8K notification obligations required by SEC
rule as to my resignation from the board and Mr.  Waterer's  position as CEO and
expect to see this  letter  disclosed  in full in an 8K to the SEC.  I also must
remind  you that the new  additions  to the  Board of  Directors  including  Mr.
Waterer  must be  published  as well as the  change  in stock  ownership  of the
company in regards to Mr.  Loyd's  reported  sale to Mr.  Robin  Waterer and Mr.
Richard  Martin.  It is sad   that one must make  such  demands  in this type of
letter in order to get required information out to the shareholders.

Sincerely,


John Groom


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