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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 28, 1996
ALL-COMM MEDIA CORPORATION
--------------------------------------------------
(Exact name of Registrant as specified in charter)
Nevada 0-16730 88-0085608
--------------- ------------ --------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
400 Corporate Pointe
Suite 780
Culver City, California 90230
--------------------------------------
Address of Principal Executive Offices
Registrant's telephone number, including area code: 310/342-2800
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ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
(a) Messrs. H. William Coogan, Jr. and C. Anthony Wainwright resigned as
directors of All-Comm Media effective as of May 28, 1996. Messrs. Coogan and
Wainwright requested that Mr. Stephen Dunn, the President of the Company's
operating subsidiary, be added to the Board of Directors of the Company.
(b) The Company contacted Mr. Dunn with regard to joining the Board of
Directors but Mr. Dunn declined to be so appointed at this time.
(c) Exhibits.
17.1 Memorandum from H. William Coogan Page 3
17.2 Letter re director resignation - H. William Coogan Page 4
17.3 Letter re director resignation - C. Anthony Wainwright Page 5
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.
ALL-COMM MEDIA CORPORATION
Date: May 28, 1996 By: /s/ E. William Savage
------------------------------
Name: E. William Savage
Title: President and Chief
Operating Officer
Page 2 of 5
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Exhibit 17.1
MEMORANDUM
VIA FACSIMILE (310) 342-2801
TO: Barry Peters
Bill Savage
FROM: Bill Coogan
Tony Wainwright
RE: Your Memos
DATE: May 23, 1996
Tony and I have just spoken and discussed your memos regarding
All-Comm, ------R------, Stephen Dunn, etc.
We want to make our position very clear to you both. We want Stephen
Dunn on the Board effective immediately and for all the reasons we've previously
conveyed to you! You have our two affirmative votes on this. If you don't
agree and refuse to add Dunn to the All-Comm Board, you will have to accept our
resignations from the All-Comm Board effective Tuesday, May 28, 1996.
HWC/mjr
cc: Tony Wainwright (via facsimile (305) 776-3301)
Page 3 of 5
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Exhibit 17.2
MEMORANDUM
VIA FACSIMILE (310) 342-2801
TO: Barry Peters
Bill Savage
FROM: Bill Coogan
RE: Resignation from All-Comm Board
DATE: May 28, 1996
Consistent with my memo dated May 23, 1996, please accept my
resignation from the All-Comm Board, effective immediately. Please make
everyone that should know of my resignation aware of it. Also, please fax a
copy of All-Comm's press release regarding my resignation to me ASAP.
HWC/mjr
cc. Tony Wainwright (via facsimile (305) 776-3301)
Page 4 of 5
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Exhibit 17.3
HARRIS o DRURY o COHEN
VIA TELEFAX
TO: Barry Peters
CEO
All-Comm
HARRIS DRURY COHEN
1901 West Cypress Creek Road, 6th Floor
Ft. Lauderdale, FL 33309
(305) 771-1800
(305) 771-2008 Fax
NUMBER OF PAGES BEING TRANSMITTED: 1
DATE: 5/28/96 TIME: 11:57am
NOTES:
Dear Barry:
This confirms my resignation from the board of All-Comm effective immediately.
I wish you and Bill the very best.
Best regards,
/s/ C. Anthony Wainwright
- --------------------------------
C. Anthony Wainwright
Chairman
cc. Bill Coogan
Bill Savage
Page 5 of 5
