HARRELL INTERNATIONAL INC
8-K, 1997-02-28
BUSINESS SERVICES, NEC
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.   29549


                                    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):      August 9, 1996
                                                            --------------
                                       
                          HARRELL INTERNATIONAL, INC.
            -------------------------------------------------------
            (Exact name of Registrant as specified in its charter.)


Delaware                        0-2661                   13-1946181
- --------                        ------                   ----------
(State or other                 (Commission              (IRS Employer
jurisdiction of                 File Number)             Identification No.)
incorporation)                                   
                     

              17218 Preston Road. Suite 3200. Dallas, Texas 75252 
            -------------------------------------------------------
            (Address of principal executive offices)     (Zip Code)


       Registrant's telephone number, including area code: (972) 250-6370
                                                           --------------




     ------------------------------------------------------------------
        (Former name or former address, if changed since last report)
       
<PAGE>   2
ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS

         Effective August 9, 1996, Nasir Ashemimry resigned from his position
as Chairman Chief Executive Officer and director of Registrant citing personal
reasons as the basis for such resignation.  Mr. Ashemimry had served as a
director of Registrant since 1992.

         The resignation did not result from any disagreement with Registrant
on any matter relating to its operations, policies or practices.

         Filed herewith as EXHIBIT 99.1, is a copy of the letter delivered to
Registrant by Mr. Ashemimry, which confirms the above-stated reason for his
resignation.

ITEM 7.  EXHIBIT

         99.1           Resignation of Registrant's Directors
<PAGE>   3
                                   SIGNATURES


        Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.




                                                     HARRELL INTERNATIONAL, INC.



                                                     By: /s/ PAUL BARHAM
                                                        ------------------------
                                                        Paul Barham CFO
                                                        and Secretary
<PAGE>   4
                                 EXHIBIT INDEX


Exhibit No.                     Description
- -----------                     -----------

    99.1                Resignation of Registrant's Directors

<PAGE>   1
                                                                    EXHIBIT 99.1


                               NASIR M. ASHEMIMRY
                         ONE ALHAMBRA PLAZA, SUITE 1400
                             CORAL GABLES, FL 33134


VIA REGISTERED MAIL

August 9, 1996



Mr. Norman Marks
President, Chief Operating Officer and Director
Harrell International, Inc.
17218 Preston Road
Dallas, TX 75252

Mr. Paul Barham
Chief Financial Officer and Director
Harrell International, Inc.
17218 Preston Road
Dallas, TX 75252

Dear Norman and Paul:

Please accept this letter as my resignation as Chairman, Chief Executive
Officer and Director of Harrell International, Inc. effective today, August 9,
1996.

As you know, I do not believe I can be effective in my role as Chairman, Chief
Executive Officer and/or Director due to the long distance location between
Harrell International, Inc. in Dallas, TX and my offices in Coral Gables,
Florida. In addition, due to my involvement with my other business concerns,
commitments and travel schedule, I cannot dedicate sufficient time to Harrell.

Please accept my best wishes for continued success and do not hesitate to call
upon me if I can of assistance in any way.

Sincerely,



/s/ NASIR M. ASHEMIMRY


Nasir M. Ashemimry

cc:     Thomas C. Self, Esq.
        Joseph W. Abbate
        Businesship International, Inc.
        Stewart Merkin, Esq.
        L. Kinder Cannon
        Wilson Harrell
        Art Linkletter
        File


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