ARIZONA INSTRUMENT CORP
8-K, 1998-01-29
INDUSTRIAL INSTRUMENTS FOR MEASUREMENT, DISPLAY, AND CONTROL
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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 and Exchange Act of 1934

     Date of report (Date of earliest event reported)      January 14, 1998
                                                     ---------------------------

                         Arizona Instrument Corporation
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

              0-12575                                   86-0410138
- ------------------------------------    ----------------------------------------
     (Commission File Number)             (I.R.S. Employer Identification No.)

4114 East Wood Street, Phoenix, Arizona                 85040-1941
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices)                (Zip Code)

                                 (602) 470-1414
- --------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)
<PAGE>
Item 5. Other Events.


On January 14, 1998,  Arizona  Instrument  Corporation  announced changes in its
Board of Directors.  Quinn Johnson, Richard Long, Patricia Onderdonk and Stanley
H. Weiss resigned from the Board of Directors for personal  reasons.  Continuing
on the Board of  Directors  are S. Thomas  Emerson,  George G. Hays,  Walfred R.
Raisanen  and Steven G.  Zylstra.  Joining the Board of  Directors  is Harold D.
Schwartz.  Mr.  Schwartz,  72, is President of Chez & Schwartz  Incorporated,  a
management  consulting  firm. He currently  serves on the Boards of Directors of
Cobra Electronics Corporation and the DCA Research Foundation, Inc. Mr. Schwartz
is a past  Chairman of the  National  Kidney  Foundation,  served 8 years on the
Advisory  Council of the National  Institute of Diabetes,  Digestive  and Kidney
Disease, and is a graduate of the University of Illinois.

George G. Hays,  President of AZI,  welcomed Mr. Schwartz to the Company's Board
of  Directors.  Mr.  Hays  indicated  that the  Company was pointed in the right
direction and that he was  enthusiastic  about its future.  Mr. Hays also stated
that the new board would be actively  involved in the direction of the Company's
business and would focus on strategies for increasing shareholder value.

Arizona  Instrument  Corporation,  an  ISO  9001  registered  company,  designs,
manufactures,  and  markets  precision  instruments  used  in  quality  control,
industrial control and environmental monitoring applications.

The  statements  in this  report  regarding  the  involvement  of the  Board  of
Directors in the direction of the Company's business and increasing  shareholder
value of the Company are forward-looking statements,  which are made pursuant to
the safe harbor  provisions of the Private  Securities  Litigation Reform Act of
1995. These  forward-looking  statements  involve risks and  uncertainties  that
could cause  actual  results to differ  materially.  Factors that could cause or
contribute  to  such   differences   include,   but  are  not  limited  to,  the
effectiveness of the new board and outside economic forces. The  forward-looking
statements should be considered in light of these risks and uncertainties.
                                        2
<PAGE>
                                   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.

                                   ARIZONA INSTRUMENT CORPORATION
                                   (Registrant)


January 21, 1998                   By  /s/ George G. Hays
                                     -------------------------------------------
                                           George G. Hays
                                           President and Chief Executive Officer


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