FULLCOMM TECHNOLOGIES INC
8-K, 2000-11-07
EATING PLACES
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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)       October 31, 2000
                                                 -------------------------------


                           FULLCOMM TECHNOLOGIES, INC.
--------------------------------------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)


    Delaware                       0-25007                     65-0656268
--------------------------------------------------------------------------------
  (State or Other          (Commission File Number)         (IRS Employer
   Jurisdiction                                           Identification No.)
  of Incorporation)


110 West Franklin Avenue, Pennington, New Jersey                     08534
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                           (Zip Code)


Registrant's telephone number, including area code        (609) 730-9900
                                                  ------------------------------




--------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)



<PAGE>


ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS.

     On October 31, 2000,  Howard M.  Weinstein  resigned as the Chairman of the
Board,  Chief  Executive  Officer and as a member of the Board of Directors (the
"Board")  of  Fullcomm  Technologies,  Inc.  (the  "Company").  Mr.  Weinstein's
resignation  did not  involve  any  disagreement  with the Company on any matter
relating to the Company's operations,  policies or practices and did not request
any  matter  to be  disclosed.  Mr.  Weinstein  served  as the  Company's  Chief
Executive  Officer from May 22, 2000 through October 31, 2000, and had served as
a member of the Board since June 20, 2000. Mr. Weinstein's  resignation from the
Board  reduces the Board to four members.  As a result,  there are currently two
vacancies on the Board.

     As set forth in his letter of  resignation  dated  October  31,  2000,  Mr.
Weinstein  claimed that his  resignation  was based upon his assertion  that the
Company is  currently  in breach of, and would not be able to satisfy its future
obligations to him under,  certain  provisions of his employment  agreement with
the Company,  including payment of salary and bonuses. The Company believes that
it is not  currently in breach of its  obligations  to Mr.  Weinstein  under Mr.
Weinstein's employment agreement.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(a) Financial Statements of Businesses Acquired.

Not applicable.

(b) Pro Forma Financial Information.

Not applicable.

(c) Exhibits.

Exhibit No.                          Description of Exhibit
-----------                          ----------------------

17.1             Letter of  resignation dated October 31, 2000, from Howard
                 Weinstein to the Company.






<PAGE>

                                    SIGNATURE

      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.

                                    FULLCOMM TECHNOLOGIES, INC.



                                    By: /s/ Brendan G. Elliott
                                        -----------------------------------
                                        Name:  Brendan G. Elliott
                                        Title: President

November 7, 2000



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