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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
December 15, 1997
Date of Report
(Date of Earliest Event Reported)
FCS LABORATORIES, INC.
(Exact name of Registrant as specified in its charter)
Commission File Number
0-13154
Arizona 95-2568559
(State of Incorporation) (I.R.S. Employer ID No.)
2330 So. Industrial Park Avenue, Tempe, Arizona 85282
(Address of principal executive offices) (Zip Code)
(602) 966-7248
(Registrant's telephone number, including area code)
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ITEM 6 - RESIGNATION OF DIRECTOR
1. Mr. Edgar J. Huffman has resigned as a member of the Board of
Directors (see attached). This resignation was received by the
Company December 15, 1997.
2. Response of the Company
FCS Laboratories, Inc. is a financial holding company. It has no
sales of its own, no payroll, no significant banking
relationships beyond deposit accounts, and no directly owned
assets beyond shares in subsidiaries. It has investment
interests in human health care companies and animal health care
companies, domestic and foreign.
In this context, any material decisions to directly or indirectly
sell or spin-out its interest in, or acquire an interest in, any
line of business, and/or to invest further funds in any line of
business are submitted to its Board of Directors. This is also
the case with regard to proposals to subcontract one or more
operational functions.
The Board meetings are run by Roberts Rules of Order. Proposals
are put before the Board by management with its recommendation
for approval. These proposals are subject to amendment in the
normal course.
All appropriate material proposed actions have been put before
the Board and, in recent years, all except one have been
unanimously approved. The one exception was approved by a vote
of 4-0 with one director absenting himself from the actual vote
after participating in the discussion. This resolution was not
related to the recent spin-out by the Company of its animal
health unit.
The Board of Directors of the Company does not micro-manage the
day-to-day operations of its subsidiaries. It has never done so,
nor would it be appropriate for it to do so.
In these contexts, management and the other four members of the
Board of Directors of the Company do not understand Mr. Huffman's
comments in his resignation letter.
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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, authorized officer.
Date: December 22, 1997 FCS LABORATORIES, INC.
/s/ Nicholas A. Gallo, III
__________________________
Nicholas A. Gallo, III
Chairman, member of the
Board of Directors
and President
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This 8-K was initially a paper filing and the attachment
included in that filing was a copy of the handwritten note from
Mr. Huffman. So that this may be filed electronically on the
EDGAR system, that note has been transcribed below.
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Nick Gallo 12-12-97
President & Chairman FCS Laboratories
As of 12-12-97 I resign my position as director of FCS Labs, and
renounce any and all affiliations with FCS, IRI etc. I can no
longer accept decisions being made without board approval which
affect my liability as a director.
The best of luck
Edgar Huffman
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