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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
January 21, 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.
On January 28, 2000, the Registrant announced that it will immediately seek
buyers for its military/defense business and redirect its efforts exclusively to
(a) the manufacture and marketing of the Condor(TM) and Harrier(TM) high-speed
thermal transfer printers and (b) the management and operation of
MadeMyWay.com.(TM), an internet-based subsidiary of the Company engaged in the
fulfillment of customized and personalized apparel, textiles and specialty
imprinted products primarily for the business-to-business e-commerce market.
On January 21, 2000, the Board of Directors of the Registrant approved and will
propose to the Company's shareholders a change in the Registrant 's name to Mach
5 Technologies, Inc. The name change will be presented for approval at this
spring's annual meeting of the Registrant's shareholders.
On January 24, 2000, Richard Love, a director of the Registrant, submitted his
resignation as a member of the Board of Directors. Mr. Love had voted in favor
of all actions taken by the Registrant during its recent meetings.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. Financial statements of business acquired: Not Applicable.
b. Pro forma financial information: Not Applicable.
c. Exhibits.
4.1 Press Release
4.2 Resignation of Richard Love
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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
By: /s/ Daniel P. Ginns
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Daniel P. Ginns, Chairman and
Dated: January 28, 2000 Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Title.
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4.1 Press Release dated January 28, 2000
4.2 Resignation of Richard Love
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Contact: Daniel P. Ginns
Chief Executive Officer
(973) 377-3900
FOR IMMEDIATE RELEASE
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DATAMETRICS CORPORATION ANNOUNCES NEW STRATEGIC DIRECTION
DATAMETRICS TO FOCUS EXCLUSIVELY UPON ITS HIGH-SPEED
CONDOR(TM)AND HARRIER(TM)THERMAL TRANSFER PRINTERS, AND ITS
MADEMYWAY.COM(TM)INTERNET-BASED SUBSIDIARY ENGAGED IN THE
CUSTOMIZATION AND PERSONALIZATION OF APPAREL, TEXTILES AND
SPECIALTY IMPRINTED PRODUCTS
The Board of Directors of Datametrics Will Propose to
Shareholders a Change in the Company's Name to
Mach 5 Technologies, Inc.
FLORHAM PARK, New Jersey (January 28, 2000) -- Datametrics Corporation (AMEX:
DC) today announced that its Board of Directors has approved a new strategic
direction for the Company. Responding to the success of its high-speed
Condor(TM) and Harrier(TM) thermal transfer printers; the enthusiastic reception
received to MadeMyWay.com(TM), an internet-based subsidiary of the Company
engaged in the fulfillment of customized and personalized apparel, textiles and
specialty imprinted products primarily for the business-to-business e-commerce
market; and the recent decline in military/defense purchases, the Company stated
today that it will immediately seek buyers for its military/defense business and
redirect its efforts exclusively to (a) the manufacture and marketing of the
Condor(TM) and Harrier(TM) high-speed thermal transfer printers and (b) the
management and operation of MadeMyWay.com. The Company's new strategic direction
has resulted in a significant reduction in personnel although continuing
customer support activities for the military/defense business will be
unaffected.
The Company also announced the closing of its research and development facility
in Calabasas, California. All research and development activity will be
consolidated in the Company's Orlando, Florida facility to allow the closer
exchange of ideas and information among the Company's engineering, marketing and
sales departments.
The Board of Directors of Datametrics Corporation also approved and will propose
to the Company's shareholders a change in the Company's name to Mach 5
Technologies, Inc. The name change will be presented for approval at this
spring's annual meeting of the Company's shareholders.
According to Daniel P. Ginns, Chief Executive Officer of Datametrics
Corporation, "Datametrics has taken these bold steps because we believe that the
exciting business opportunities before us with
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our Condor(TM) and Harrier(TM) thermal transfer printers and MadeMyWay.com(TM)
demand that we commit our financial resources and efforts. The decision to
withdraw from the military/defense business was based both on the opportunities
and demands presented by our other businesses, and on the fact that we have seen
a recent, dramatic decline of orders for our military/defense products which we
do not project will be reversed. The funds which we will realize from the sale
of our military/defense business will be deployed to bolster the marketing of
our high-speed thermal transfer printers and our MadeMyWay.com(TM) operations.
We believe that shareholder value will be maximized as a result of the actions
we have taken today."
Mr. Ginns continued, "The Board of Directors has determined that a change in our
corporate name is essential to reflect our new strategic direction. Accordingly,
upon shareholder approval, Datametrics Corporation will become Mach 5
Technologies, Inc."
The Company also reported that it had today filed Forms 8-K and 12b-25 reporting
the decisions described above, as well as changes in the Company's Board of
Directors and a delay in filing of its Fiscal 1999 Annual Report.
Datametrics Corporation, the leader in concurrent thermal transfer technology,
specializes in the design, development and manufacture of high-speed color
printers and the management and operation of MadeMyWay.com(TM), a fulfillment
center engaged in the personalization and customization of high quality apparel,
textiles and specialty products primarily for the business-to-business
e-commerce market." Datametrics has operations in New Jersey and Florida.
#
Except for the historical information contained herein, the matters discussed in
this press release are forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995. These
statements involve risks and uncertainties, such as quarterly fluctuations in
operating results, the timely availability of new products, financing risks, the
impact of competitive products and pricing, and other risks detailed in the
Company's filing with the Securities and Exchange Commission, including the
Company's Form 10-K for the fiscal year ended October 25, 1998. These risks and
uncertainties could cause actual results to differ materially from any
forward-looking statements made in this press release.
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RJL Capital Management
809 B Presidio Ave.
Santa Barbara, California 93101
Richard Love
Tel. (805)963-0029
Fax. (805)966-9302
Daniel P. Ginns, CEO
Datametrics Corp.
25 B Hanover St., Ste. 305
Florham Park, NJ 07935
January 24, 2000
Dear Dan:
Please accept my resignation as a director of Datametrics.
As you know, I'm taking this action at the behest of the Securities and Exchange
Commission.
I've enjoyed my term as a director and look forward to staying in close touch
with you and the Company.
With best regards,
Sincerely yours,
/s/ Richard Love
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Richard Love
