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FORM 8-K
Securities and Exchange Commission
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): January 10, 1997
Micropac Industries, Inc.
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(exact name of registrant as specified in its charter)
Delaware 0-5109 75-1225149
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(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
905 E. Walnut, Garland, Texas 75040
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(address of principal executive offices)
Registrant's telephone number, including area code: (972) 272-3571
Not applicable
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
Effective August 30, 1991, H. Kent Hearn, William J. Holt and James R.
Gilmer, as proxy holders, and the Company entered into a Proxy Agreement with
Heinz-Weiner Hempel, a citizen of West Germany. In 1992, Mr. Gilmer resigned
as a proxy holder. Under the Proxy Agreement, the 1,952,577 shares of the
Company's common stock owned by Mr. Hempel (53.8% of the total issued and
outstanding shares) were transferred to the proxy holders subject to the terms
and conditions of such Proxy Agreement. The Proxy Agreement was entered into
in order to permit the Company to regain its Department of Defense facility
security clearance which was terminated in 1990 by the Department of Defense
due to the Company's lack of classified contracts. The Department of Defense
regulations concerning the granting of security clearances require a proxy
agreement of this nature in order to insulate companies having a security
clearance from foreign ownership, control or influence. The Proxy Agreement
provides that Messrs. Hearn and Holt, as proxy holders, have the rights and
powers to vote Mr. Hempel's stock to the same extent as if they were the
absolute owners of such stock. However, the proxy does require the approval of
Mr. Hempel as to certain matters such as the voting for a merger or any sale of
all or substantially all of the Company's assets.
In 1993, the Company terminated its Department of Defense facility
security clearance due to the Company's lack of classified contracts. Mr.
Hempel retained the authority to terminate the Proxy Agreement at any time and,
on January 10, 1997 he notified the Company that he was revoking and
terminating the Proxy Agreement.
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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.
MICROPAC INDUSTRIES, INC.
DATE: February 7, 1997 /s/ Nicholas Nadolsky
President
