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) May 31, 1995
Exact name of registrant as specified in charter: DDL
Electronics, Inc.
(State or other jurisdiction) Delaware
(Commission file number) 1-8101
(IRS employer identification No. 33-0213512
7320 SW Hunziker Road, Tigard, Oregon 97223-2302
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (503) 620-1789
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Item 1. Changes of Control
At the Annual Meeting of Shareholders on May 31, 1995,
Bernee D. L. Strom and Erven Tallman were elected as Class II
directors by the shareholders, replacing former Class II
directors Rockell N. Hankin and John F. Coyne. The results of
the election were as follows:
FOR WITHHELD
John F. Coyne 2,743,980 42,782
Rockell N. Hankin 2,744,980 41,782
Bernee D. L. Strom 9,988,812 28,458
Erven Tallman 9,988,812 28,458
(See Exhibit no. 99.1 Corporation Trust Company, "Final Report of
Inspectors of Election" dated June 14, 1995)
In recognition of the shareholder vote, and prior to
the certification of the results by the independent inspectors of
election, John F. Coyne and Rockell N. Hankin resigned from the
board of directors immediately following the Annual Meeting of
Shareholders. At a meeting of the board, the remaining directors
accepted these resignations and elected Bernee D. L. Strom and
Erven Tallman to fill the vacancies and to serve as directors
pending certification of the election results.
The board of directors also requested and accepted the
resignation of William E. Cook as Chairman and Chief Executive
Officer of the Company and all subsidiaries of the Company.
Erven Tallman was elected Chairman of the Board and acting Chief
Executive Officer.
The board then voted to amend the Company's bylaws to
provide that the number of directors not be less than seven (see
Item 5 below). In order to fill the vacancies created thereby,
the board elected Don A. Raig to serve as Class III director
until the 1995 Annual Meeting of Shareholders or until his
successors are elected and qualified.
Accordingly, following the Annual Meeting and the
actions taken by the board, the directors of the Company are:
Erven Tallman, Chairman and Acting Chief Executive Officer
Bernee D. L. Strom
Don A. Raig
Robert G. Wilson
Melvin Foster
Philip H. Alspach
The board of directors is presently conducting a search
for a seventh member of the board, in order to bring the number
of directors to seven, as specified in the amended Bylaws.
The combination of the vote of the shareholders and the
resignations of two former directors and the Chairman and Chief
Executive Officer has resulted in a board of directors in which
five of the six members are newly elected, and the designation of
a new Chairman and Acting Chief Executive Officer. The change of
control did not involve the purchase of shares in the Company, or
any borrowings or expenditure of funds for the purpose of
acquiring shares.
The ownership of shares in the Company of the new
directors is as follows:
Number of Shares Owned Percentage of Shares
Name or Beneficially Owned Outstanding
Erven Tallman 152,732 1.0%
Bernee D. L. Strom 0 0
Don A. Raig 519,975 3.3%
Robert G. Wilson 566,427 3.7%
Melvin Foster 187,500 1.2%
Item 5. Other Events
At a meeting of the board of directors on May 31, 1995,
the Section 3.02 of the Bylaws of the Company was amended as
follows:
"Section 3.02 Number and Term of Office. The number of
directors shall be NOT LESS THAN seven (7). Directors
need not be shareholders. Each of the directors of the
Corporation shall hold office until his successor shall
have been duly elected and shall qualify or until he
shall resign or shall have been removed in the manner
hereinafter provided." (New language shown in capital
letters.)
The board of directors has authority to amend the Company's
Bylaws by virtue of Bylaw Section 8.03
Item 5. Other Events
On June 14, 1995, Corporation Trust Company issued the
"Final Report of Inspectors of Election" for the May 31, 1995
Annual Meeting of Shareholders attached hereto as Exhibit 99.1.
The report certified the election by the shareholders of Erven
Tallman and Bernee D. L. Strom as Class II directors of the
Company.
Exhibits
99.1 Corporation Trust Company "Final Report of Inspectors
of Election" dated June 14, 1995, certifying the
results of the vote for the election of directors at
the Company's Annual Meeting of Shareholders May 31,
1995.
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 thereunto duly
authorized.
DDL ELECTRONICS, INC.
Dated: June 21, 1995 By: /s/ M. Charles Van Rossen
M. Charles Van Rossen
Vice President, Finance
(Principal Financial Officer)
DDL ELECTRONICS, INC.
ANNUAL MEETING OF STOCKHOLDERS
MAY 31, 1995
FINAL REPORT OF INSPECTORS OF ELECTION
WE, THE SUBSCRIBERS, INSPECTORS OF ELECTION, DO HEREBY CERTIFY:
1. We were duly appointed to act as Inspectors of Election
at the Annual Meeting of Stockholders of DDL
Electronics, Inc. (the "Company"), held at the Radisson
Suites Hotel, 5500 North River Road, Rosemont, Illinois
60018, on Wednesday, May 31, 1995, at 10:00 a.m.
2. At the close of business on April 17, 1995, the record
date for the determination of stockholders entitled to
vote at the Meeting, there were outstanding entitled to
vote 15,908,504 shares of Common Stock, each such share
being entitled to one vote.
3. The holders of a total of 12,809,181 shares of the
Company's Common Stock entitled to vote were present in
person or represented by proxy at the Meeting or 80.52
percent of the total shares issued and outstanding and
entitled to vote at the Meeting, constituting a quorum.
4. The following named persons received the following
votes
with respect to the election of directors:
FOR WITHHELD
John F. Coyne 2,743,980 42,782
Rockell N. Hankin 2,744,980 41,782
Bernee D. L. Strom 9,988,812 28,458
Erven Tallman 9,988,812 28,458
IN WITNESS WHEREOF, we have made this final report and
have hereunto set our hands this 14th day of June, 1995.
/s/ Creighton D. Dunlop
/s/ Christopher D. Pettine
