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 8, 1996
DATAMETRICS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-8567 95-3545701
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
21135 Erwin Street, Woodland Hills, California 91367
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (818) 598-6200
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On October 8, 1996, Richard A. Foster resigned his position as
Chairman and a member of the Board of Directors of the Company, and Dann V.
Angeloff resigned his position as a Director of the Company. The continuing
members of the Board are Sidney E. Wing, W. Allen Surber and Bernard F. Girma.
On October 8, 1996, Daniel P. Ginns, Adrien A. Maught, Douglas S.
Friedenberg and James Haber were designated to fill the vacancies in the Board.
In addition, Mr. Ginns assumed the position of Chairman of the Board of
Directors.
These actions took place after a meeting (the "October 7, Meeting")
attended by Messrs. Ginns, Maught, Friedenberg and Haber as well as Messrs.
Foster and Angeloff. The October 7 Meeting took place after a prior meeting,
held on September 27, 1996, at which Daniel Ginns, Douglas Friedenberg and James
Haber met with Sidney E. Wing, the Chief Executive Officer of the Company. At
that meeting it was explained to Mr. Wing that Messrs. Friedenberg and Haber
believed that a new Board of Directors would provide a fresh perspective as well
as new financial and business resources which would inure greatly to the benefit
of all stockholders of the Company. As part of this strategy to enhance
stockholder value, Messrs. Friedenberg and Haber indicated that they sought
Wing's support and participation in effecting a smooth transition by, among
other things, (i) seeking the resignation of the current Board of Directors of
the Company; (ii) electing new members to the Board of Directors of the Company
who enjoy their support and confidence; and (iii) implementing new business
initiatives.
Adrien Maught currently owns no voting securities of the Company.
Mr. Maught, however, owns options to acquire 15,000 shares of the Company's
Common Stock. None of these options are currently exercisable. However, they
vest equally over a period of 16 three-month periods, the first group of which
vests on January 8, 1997. The options have an exercise price of $1.25 and expire
on October 8, 2001.
Daniel Ginns currently owns no voting securities of the Company. Mr.
Ginns, however, owns options to acquire 15,000 shares of the Company's Common
Stock. None of these options are currently exercisable. However, they vest
equally over a period of 16 three-month periods, the first group of which vests
on January 8, 1997. The options have an exercise price of $1.25 and expire on
October 8, 2001.
James Haber is the beneficial owner of 469,700 shares of the
Company's Common Stock. These shares represent 3.8% of Company's Common Stock.
These shares are held in discretionary managed accounts over which Mr. Haber has
investment and dispositive power. The shares were purchased on the open market
at an aggregate cost of $3,336,695. The funds for the purchase of the shares,
held in a partnership, of which Mr. Haber is the sole general partner, came from
capital contributions to the partnership by its general and limited partners. In
addition, Mr. Haber owns options to acquire 15,000 shares of the Company's
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Common Stock. None of these options are currently exercisable. However, they
vest equally over a period of 16 three-month periods, the first group of which
vests on January 8, 1997. The options have an exercise price of $1.25 and expire
on October 8, 2001.
Douglas Friedenberg is the beneficial owner of 296,942 shares of the
Company's Common Stock. These shares represent 2.4% of Company's Common Stock.
These shares are held in discretionary managed accounts over which Mr.
Friedenberg has investment and dispositive powers. The shares were purchased on
the open market at an approximate aggregate cost of $1,500,000. The funds for
the purchase of these shares came from the managed accounts own fund. In
addition, Mr. Friedenberg owns options to acquire 15,000 shares of the Company's
Common Stock. None of these options are currently exercisable. However, they
vest equally over a period of 16 three-month periods, the first group of which
vest on January 8, 1997. The options have an exercise price of $1.25 and expire
on October 8, 2001.
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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.
DATAMETRICS CORPORATION
/S/ JOHN J. VAN BUREN
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John J. Van Buren
Senior Vice President, Chief Financial
Officer and Treasurer
Date: October 22, 1996
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