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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) June 15, 2000
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GENESIS WORLDWIDE INC.
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(Exact name of registrant as specified in its charter)
OHIO 1-1997 34-4307810
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification
Number)
2600 Kettering Tower, Dayton, Ohio 45423
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (937) 910-9300
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(Former name or address, if changed since last report)
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Item 6. Resignations of Registrant's Directors.
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J. William Uhrig notified the Board of Directors of Genesis Worldwide
Inc. (the "Company") on June 15, 2000 that he was resigning immediately as a
director of the Company. A copy of Mr. Uhrig's letter to the Board of Directors,
dated June 14, 2000, is included as an Exhibit to this Report (the "Letter").
Mr. Uhrig requested that the Letter be made public by filing it with the
Securities and Exchange Commission in accordance with this Item 6 of Form 8-K.
At the request of Mr. Uhrig and Augustine A. Fornataro, both of whom
were elected directors of Genesis in November 1999 as designees of Three Cities
Research, Inc.(1), the Company held a special meeting of directors on June 12,
2000 for the purpose of considering Mr. Uhrig's recommendation that Richard E.
Clemens be removed as President and Chief Executive Officer of the Company. Mr.
Uhrig's motion to remove Mr. Clemens did not pass. Messrs. Fornataro and Uhrig
voted in favor of the motion. All other directors voted against the motion,
except for William R. Graber who was unable to attend the meeting.
In the Letter, Mr. Uhrig stated the following:
"I urged that he [Mr. Clemens] be replaced and a manager
capable of dealing with the challenges facing Genesis be
hired. Neither Mr. Clemens nor the Chairman of the Board would
call a meeting to discuss this serious issue. When I forced a
meeting, the Genesis Board of Directors rejected the
proposal....
"I have done everything within my power to preserve
shareholder value. Because I disagree with the Board of
Directors on this fundamental issue, and it has been made
clear that the other members of the board believe that
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(1)The Company acquired the Herr Voss companies on June 30, 1999,
pursuant a stock purchase agreement and related agreements (the "Agreements")
between the Company and certain "selling shareholders" as defined in the
Agreements. Three Cities Research, Inc. ("TCR") serves as representative of the
selling shareholders under the Agreements. As representative of the selling
shareholders, TCR has the right to nominate two persons to serve as directors of
the Company so long as the selling shareholders continue to hold at least $7.5
million in principal amount of the $15 million subordinated note of the Company
which the selling shareholders purchased in June 1999. TCR nominated J. William
Uhrig and Augustine A. Fornataro, and they were elected directors of the Company
on November 3, 1999. TCR is required to cause one of its nominees to resign when
the selling shareholders own less than $7.5 million in principal amount of such
note and the other to resign when such note is fully paid. At May 31, 2000, all
$15 million of such note was unpaid.
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Mr. Clemens' performance is acceptable, there is nothing more
I can do to protect shareholder value and thus must leave the
board."
The Company has the following comment on Mr. Uhrig's letter:
There was a regular meeting of the Board of Directors of the
Company on May 10, 2000. At that meeting at the request of Mr.
Uhrig, the Board met in executive session, without Mr. Clemens
present, to review Mr. Clemens' performance and to consider
the important issues facing the Company. Members of the Board
uniformly stated that they were extremely disappointed with
the Company's performance after the Herr Voss acquisition in
June 1999. Board members, other than Messrs. Uhrig and
Fornataro, also stated that they believed Mr. Clemens was a
solid operating executive who was well suited to address the
Company's difficulties and to implement an appropriate program
for improving its performance. They believed that a change in
Chief Executive Officer was clearly not in the best interests
of the Company and its shareholders.
On June 7, 2000, Messrs. Uhrig and Fornataro scheduled a
meeting of the Board of Directors of Genesis for June 12, 2000
for the purpose of voting on removing Mr. Clemens as Chief
Executive Officer. At the June 12, 2000 meeting, the Board
considered again Mr. Uhrig's comments on Mr. Clemens'
performance. Mr. Clemens also presented his response to Mr.
Uhrig's analysis of the situation. After discussion, the Board
(other than Mr. Uhrig and Mr. Fornataro) reaffirmed its prior
determination that the Company and its shareholders were best
served by retaining Mr. Clemens and supporting his efforts to
improve the Company's performance.
On June 20, 2000, Mr. Fornataro resigned as director of the Company.
The Company has been advised that Three Cities Research, Inc. has not
yet determined whether it will recommend replacements for Mr. Uhrig and Mr.
Fornataro as directors of the Company.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
GENESIS WORLDWIDE INC.
/s/ Richard E. Clemens
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Richard E. Clemens
President and Chief Executive Officer
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INDEX TO EXHIBITS
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17 LETTER RE DIRECTOR RESIGNATION
17.1 Letter of J. William Uhrig to the Board of Directors of
Genesis Worldwide Inc., dated June 14, 2000.
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