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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) November 12, 1996
GTI CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-4289 05-0278990
(Commission File Number) (IRS Employer Identification No.)
9715 Business Park Drive, San Diego, California 92131
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (619) 537-2500
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ITEM 5. OTHER EVENTS
a) Legal Proceedings
In December 1995, a class-action lawsuit was filed in the
United States District Court, Southern District of California,
against the Company and certain of its officers and directors
alleging violations of the Securities Exchange Act of 1934.
Specifically, the complaint asserts, among other claims, that
the Company artificially inflated the value of its stock by
making false and misleading statements about expected
financial results. In July 1996, the Company entered into a
Stipulation of Settlement which was subject to the court's
approval. Pursuant to that Stipulation, all claims will be
released. The settlement amount was $1 million of which
$400,000 will be paid by the Company. On November 12, 1996,
the court approved the Stipulation of Settlement with
prejudice and without any material modification thereto.
In July 1996, Valor filed a complaint in the Superior Court of
the State of California for the County of San Diego against a
competitor and certain of its employees alleging
misappropriation of trade secrets, breach of certain
confidentiality agreements, and unfair competition. The
Company is seeking unspecified damages. In August 1996, the
competitor filed a cross-complaint against the Company
alleging abuse of process, defamation, unfair competition, and
declaratory relief. The competitor is seeking unspecified
damages. The complaint is in the preliminary stages of
discovery and pleadings. In November 1996, the court dismissed
the competitor's abuse of process claim with prejudice. The
Company intends to vigorously pursue its case and defend
itself from the cross-complaint. Because the outcome of the
Company's complaint is uncertain at this time and that
management believes the competitor's cross-complaint is
without merit, no amounts have been recorded in the Company's
condensed consolidated financial statements as of September
28, 1996 for any loss or gain that could result from this
litigation.
b) Resignation of an Officer
See the following press release, dated November 18, 1996,
announcing the resignation of a certain officer of the
Company.
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FOR IMMEDIATE RELEASE Contact: Lori Squier
Investor Relations
(619) 537-2500
GTI Corporation announces management changes
San Diego, California (November 18, 1996) -- GTI Corporation (Nasdaq: GGTI)
announced today that Douglas J. Downs, vice president and chief financial
officer, has tendered his resignation, effective November 18, 1996, to pursue
other career opportunities. His duties will be assumed on an interim basis by
Scott Meader, controller of Valor Electronics, Inc., a subsidiary of GTI.
"We wish him well in his new endeavor and anticipate a smooth transition,"
said Albert J. Hugo-Martinez, GTI president and chief executive officer.
GTI Corporation is an active participant in the worldwide market for
networking and network-access products. Through Valor Electronics, it is a
leading supplier of magnetics-based, signal processing and power-management
products used worldwide to satisfy the diverse needs of the datacom and telecom
markets. Through Promptus Communications, it provides "bandwidth-on-demand"
management for worldwide networking.
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SIGNATURE
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, thereunto duly authorized.
Date: November 22, 1996 GTI CORPORATION
By: /s/ Scott A. Meader
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Scott A. Meader
Acting Vice President and Chief
Financial Officer
(signing as both authorized officer
and Chief Financial Officer)
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