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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
August 18, 2000
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Date of Report (Date of earliest event reported)
DATAMETRICS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
95-3545701 0-8567
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(Commission File Number) (I.R.S.
Employer
Identification
No.)
25B Hanover Road, Florham Park, NJ 07932
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(Address of principal executive offices) (Zip Code)
(973) 377-3900
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Registrant's telephone number, including area code
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
1. On August 18, 2000, Daniel P. Ginns resigned as a Director and
Chairman and Chief Executive Officer of the Corporation and as a Director and
Officer of MadeMyWay.com, Inc. ("MMW"), a subsidiary of the Corporation.
Except for certain non-
compete, confidentiality and indemnification provisions that survive, Mr.
Ginns' Amended Employment
Agreement with the Corporation is terminated. The Corporation agreed to pay
Mr. Ginns (i) the sum
of $20,000 upon his resignation and (ii) $80,000 on the earlier of (x) the
date the Corporation
closes a permanent refinancing of at least $3,600,000 (the "Permanent
Financing") with its current
lenders or (ii) September 25, 2000. In exchange for the cancellation of
Warrants held by Mr.
Ginns, the Corporation will issue to Mr. Ginns 500,000 shares of the
Corporation's Common Stock.
Subject in all events to disposition restrictions under applicable securities
laws, Mr. Ginns may
dispose of up to 125,000 of such shares of Common Stock in any quarterly
period. If Mr. Ginns
disposes of fewer that 125,000 shares in any quarter, he may in addition
dispose of such shortfall
in any subsequent quarter.
2. The Corporation has appointed Vincent Cahill to serve as the
Corporation's Chief Executive Officer. Mr. Cahill remains a Director of the
Corporation.
3. John W. O'Leary has resigned as a Director, effective August 18,
2000.
4. Mr. Galloway and certain affiliates of Mr. Galloway have provided
financing to the Corporation in the aggregate amount of $690,000. An initial
loan of $480,000 (the "Initial Loan") is secured by shares of MMW
representing
88% of MMW's outstanding shares. The second loan of $210,000 (the "Second
Loan") is secured by the assets of MMW, the pledge of such shares of MMW and
an
assignment of the Corporation's life insurance policy on the Corporation's
former Chief Executive Officer, Garland S. White. The Initial Loan matures
on
the earlier of January 20, 2001 or the closing of the Permanent Financing.
The
Second Loan matures on October 5, 2000.
5. Bruce Galloway, Gary Herman, Douglas Freidenberg and Michael Planit
have been elected to the Corporation's Board of Directors, which is now
comprised of five Directors. Mr. Galloway has been appointed Chairman of the
Board.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
C. Exhibits
10.1 Form of Secured Promissory Note for the Initial Loan.
10.2 Stock Pledge Agreement dated July 31, 2000 between the Corporation
and Bruce Galloway, as Collateral Agent.
10.3 Irrevocable Proxy dated July 31, 2000.
10.4 Form of Secured Promissory Note for the Second Loan.
10.5 Security Agreement dated August 18, 2000 between MadeMyWay.com, Inc.
and Bruce Galloway, as Collateral Agent.
10.6 Pledge Agreement dated August 18, 2000 between the Corporation and
Bruce Galloway, as Collateral Agent.
10.7 Irrevocable Proxy dated August 18, 2000.
10.8 Assignment of Life Insurance as Collateral dated August 18, 2000.
99.1 Press Release dated August 18, 2000
99.2 Press Release dated August 18, 2000
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
By: /s/ Bruce Galloway
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Bruce Galloway
Chairman
Dated: August 21, 2000
Document #: 12623
