<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
Form 8K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: September 18, 1996
COMPARATOR SYSTEMS CORPORATION
Colorado 0-8951 95-3151060
- -------------------------------------------------------------------------------
(State of other Commission File Number (IRS Employer
jurisdiction of Identification Number)
incorporation)
4350 Von Karman Avenue, Suite 180 Newport Beach, CA 92660
- --------------------------------------------------------------------------------
Registrant's telephone number including area code: (714)851-4300
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
--------------------------------
(a) None
(b) None
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
------------------------------------
None
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
--------------------------
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
---------------------------------------------
Not Applicable
ITEM 5. OTHER EVENTS
------------
On September 18, 1996, the court in the action entitled Securities and
--------------
Exchange Commission v. Comparator Systems Corporation; Robert Reed Rogers; Scott
- --------------------------------------------------------------------------------
Hitt; and Gregory Armijo, Civil Action No. 96-3856 (Jgx) (LGB), filed May 31,
- ------------------------
1996, by the Securities and Exchange Commission, in the United States District
Court for the Central District of California (the "Court") against Comparator
Systems Corporation (the "Company"). The complaint alleged violations of
Section 17(a) of the Securities Act of 1933, as amended, and Rules 10b-5, 13a-1,
13a-13, and 12b-20 thereunder in connection with the Company's financial
statements and representations made to investors and prospective investors. On
September 18, 1996, the Court entered an order approving the Company's
settlement with the Securities and Exchange Commission. Without admitting or
denying the allegations of the complaint, the Company consented to an injunction
enjoining it from future violations of Section 17(a) of the Securities Act of
1933, as amended, and Sections 10(b), 13(a), 13(b)(2)(A) and (B) of the Exchange
Act of 1934, as amended, and Rules 10b-5, 13a-1, 13a-13, and 12b-20 thereunder.
As previously reported in the Company's 8-K/A dated August 14, 1996, the
Company's former auditor has
<PAGE>
withdrawn its opinion on the June 30, 1995 financial statements included in the
10-K for the year ended June 30, 1995. The settlement also provided for the
entry of permanent injunction against Robert Reed Rogers, the former Chairman,
Chief Executive Officer and Treasurer of the Company and Gregory Armijo, the
former Vice President of Operations, Secretary and a director of the Company.
Pursuant to the settlement, Messrs. Rogers and Armijo resigned as officers and
directors, however, they continue as consultants to the Company. As reported in
the 8-K dated July 5, 1996, Armond Schroeder was named Chief Executive Officer
and President and has assumed Mr. Rogers' duties as Chairman of the Board and
Mr. Armijo's responsibilities as Vice President of Operations. On August 28,
1996 Ms. Celeste Sim assumed Mr. Armijo's responsibilities as Secretary. On
September 30, 1996, the Board appointed Marianne Bedford and Donald Levering
directors.
ITEM 6. APPOINTMENT OF REGISTRANT'S DIRECTORS
-------------------------------------
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
Not Applicable
ITEM 8. CHANGE IN FISCAL YEAR
---------------------
Not applicable
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Comparator Systems Corporation
Date: October 2, 1996 BY: /s/ CELESTE SIM
--------------- -----------------------------------
Celeste Sim, Corporate Secretary
