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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) May 1, 1997
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INTELECT COMMUNICATIONS SYSTEMS LIMITED
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(Exact Name of Registrant as Specified in Its Charter)
0-11630 N/A
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(Commission File Number) (I.R.S. Employer Identification No.)
1100 Executive Drive, Richardson, Texas 75081
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(Address of Principal Executive Offices) (Zip Code)
(972) 367-2100
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(Registrant's Telephone Number, Including Area Code)
Reid House, 31 Church St., P. O. Box HM 1437, Hamilton, HMFX Bermuda
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(Former Address, if Changed Since Last Report)
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Item 6. Resignation of Registrant's Director.
Effective March 13, 1997, Jeremy Posner resigned as a director of the
Registrant. By letter dated May 1, 1997, Mr. Posner, through his attorney,
requested that the Registrant file a Form 8-K including Mr. Posner's letter of
resignation. Attached as Exhibit 17 to this Form 8-K is Mr. Posner's letter of
resignation dated March 13, 1997. The following is a summary of Mr. Posner's
description of his disagreement with the Registrant's operations, policies or
practices, and such summary is qualified in its entirety by Mr. Posner's letter
of resignation. Mr. Posner stated in his March 13, 1997 letter of resignation
that he was resigning as it had "become increasingly clear ... that [his] views
as a Director of the Registrant are in the minority of the Board and [his]
efforts to further the interests of the Registrant have been totally
frustrated," and Mr. Posner's letter cites what he claims to be two examples.
The Registrant believes Mr. Posner's description of certain events as
stated in his letter of resignation are incorrect and incomplete and that Mr.
Posner's resignation was the result of his disagreement with the source and
structure of potential financing and other operational issues of the Company.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
17 Letter of resignation of Jeremy Posner as Director dated March 13,
1997.
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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.
INTELECT COMMUNICATIONS SYSTEMS LIMITED
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(Registrant)
May 6, 1997 By: /s/ Herman M. Frietsch
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Date (Signature)
Herman M. Frietsch
Chairman of the Board
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
17 Letter of resignation of Jeremy Posner as Director dated
March 13, 1997.
</TABLE>
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EXHIBIT 17
March 13, 1997
BY FAX AND REGISTERED MAIL
Board of Directors
Intelect Communications Systems Limited
Reid House, 31 Church Street
Hamilton HM FX
BERMUDA
Gentlemen:
Please be advised that I am hereby resigning from the Board of Directors
of Intelect Communications Systems Limited effective immediately. It has
become increasingly clear to me that my views as a Director of the Corporation
are in the minority of the Board and my efforts to further the interests of the
Corporation have been totally frustrated. In particular I can cite the
following examples:
a) The recommendations of the majority of the Executive Committee of the
Board established at the February 4th, 1997 meeting (comprised of Messrs.
Herman Frietsch, Peter Leighton and myself) presented in the form of a
resolution at the Board Meeting of February 28th, were defeated despite the
affirmative vote of Mr. Leighton and myself.
b) I was summarily removed from my office as Executive Vice President of
the Company, a position to which I was elected by the Board on February 4th,
1997.
Yours sincerely
/s/ Jeremy Posner
Jeremy Posner
