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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
Date of Report (Date of Earliest Event Reported)
September 19, 1997
HYDRON TECHNOLOGIES, INC.
(Exact name of Registrant as Specified in Its Charter)
Commission File Number 0-6333
New York 13-1574215
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1001 Yamato Road, Boca Raton, Florida 33431
(Address of Principal Executive Offices)
(561) 994-6191
(Registrant's Telephone Number, including area code)
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Item 5. Other Events.
On September 19, 1997, the Board of Directors of Hydron Technologies, Inc. (the
"Company") terminated the employment of its Chief Executive Officer, President
and Treasurer, Harvey Tauman. The Board elected Richard Banakus, a Director of
the Company, to replace Mr. Tauman as President of the Company. Mr. Banakus has
told the Board of Directors that it is his intention to serve as President only
until such time as a permanent successor is retained by the Company. A national
search is being undertaken. Mr. Tauman continues to serve as a Director of the
Company.
Based on information filed by Mr. Tauman with the Securities and
Exchange Commission, as of September 19, 1997, Mr. Tauman was the
beneficial owner of 2,145,000 shares of the Company's outstanding common
stock, plus an additional 300,000 shares issuable upon the exercise of
stock options that are currently exercisable but as to which the
exercise price is in excess of the current market price of the common
stock. Of the 2,145,000 shares of outstanding common stock beneficially
owned by Mr. Tauman, 1,000,000 such shares are owned by Mr. Tauman in
his capacity as (i) co-trustee and beneficiary of life estate of Marital
Trust of Ilene Tauman, Mr. Tauman's deceased wife (766,889) and (ii)
personal representative and beneficiary of the estate of Ilene Tauman
(233,111). Such 1,000,000 shares were owned directly by Ilene Tauman
until her death. In addition, of such 2,145,000 shares of common stock
reported to be beneficially owned by Mr. Tauman, (i) 45,000 such shares
are held by Mr. Tauman as trustee for an emancipated child and (ii)
100,000 such shares are held by Mr. Tauman as co-trustee.
On September 19, 1997, the Board of Directors of the Company voted to suspend
the payment of quarterly dividends for the remainder of the 1997 fiscal year in
order to preserve the Company's cash resources for current operations. The Board
of Directors also canceled the Company's stock repurchase plan which had
previously been adopted and pursuant to which 251,000 shares had been acquired
of the 1,000,000 shares originally authorized for repurchase under such plan.
On September 29, 1997, the Company announced that two of its Directors, Joseph
A. Caccamo and Nestor M. Cardero, had resigned as Directors of the Company for
personal reasons and that Charles Fox and Mark Egide had been elected by the
Board of Directors to fill the vacancies created by such resignations.
The Board of Directors also voted on September 29, 1997 to authorize the
reimbursement by the Company of the reasonable costs and expenses of the
Reporting Persons identified in Amendment No. 1 to Schedule 13D filed with the
Securities and Exchange Commission on August 6, 1997 in connection with the
preparation and filing of such Schedule 13D, as amended, and the actions taken
by such Reporting Persons relating to the matters set forth therein.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused and authorized this report to be signed on its behalf
by the undersigned.
Dated: September 29, 1997
Hydron Technologies, Inc.
By: /s/ Richard Banakus
Richard Banakus, President
