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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) February 27, 1996
APOGEE ROBOTICS, INC.
(Exact name of registrant as specified in its charter)
Colorado 0-12792 84-0916585
(State or other Juris- (Commission (I.R.S. Employer
diction of incorporation) File Number) Identification No.)
1625 Broadway, Suite 1600 80202
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 573-1600
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not Applicable
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Not Applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not Applicable
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not Applicable
ITEM 5. OTHER EVENTS
On February 27, 1996, Conagher & Co., Inc. ("Conagher") filed a motion
to withdraw its complaint against Apogee Robotics, Inc. ("Registrant") in the
U.S. District Court for the District of Colorado (Case No: ED 94-270 RT {GAKX})
(hereinafter the "District Court Action") filed against the Registrant and
certain officers and directors on December 2, 1994; and on March 8, 1996,
Conagher filed a motion with the U.S. Bankruptcy Court for the District of
Colorado for leave to withdraw its proof of claim against the Registrant (Case
No. 94-22193 CEM) (hereinafter the "Bankruptcy Case"). Please see the
Registrants annual report on Form 10-K for the period ended June 30, 1995 for a
discussion of these matters.
These motions are the result of a Release and Settlement Agreement
("Settlement Agreement") entered into between Conagher; Registrant's Directors
and Officers Liability Insurance carrier ("D&O Carrier"); Pattison Hayton III
("Hayton"), Conagher's principle executive officer; and James W. Jones, Robert
Oliphant and Dennis C. Foss, certain current and former directors and officers
of Registrant named in the Conagher complaint against Registrant. The Settlement
Agreement provides for complete and total release and dismissal between all
parties on all issues stated in the District Court Action in exchange for the
payment to Conagher of $150,000.00 by the Registrant's D&O Carrier.
In addition, Conagher is required by the Settlement Agreement to
withdraw its Proof of Claim filed in the Bankruptcy Case on or about October 30,
1995. The Registrant, as a debtor in possession under Chapter 11 of the U.S.
Bankruptcy Codes, has filed certain counterclaims to the Conagher Proof of
Claim, which, Registrant expects, will be heard by the bankruptcy court
irrespective of the withdraw of Conagher's Proof of Claim. In pleadings filed by
Conagher's attorney with the Bankruptcy Court on March 8, 1996, a claim was made
that the withdrawal of Conhager's claim was the result of a resolution of
disputes between Conagher and Registrant. Registrant was not a party to the
Settlement Agreement, and will make that fact clear in arguments before the
bankrupcty court.
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Registrant's D&O Carrier, Jones, Oliphant, and Foss have denied any
wrongdoing or liability in either the District Court Action or Bankrupcty Case.
Registrant has been and remains opposed to any settlement with Conagher and
Hayton that does not address the claims of Registrant against Conagher and
Hayton.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not Applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Not Applicable
ITEM 8. CHANGE IN FISCAL YEAR
Not Applicable
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 therunto duly authorized, this 19th day of March, 1996.
APOGEE ROBOTICS, INC.
By: (Signature of James R. Currier, Sr.)
James R. Currier, Sr.
President and Chief Executive Officer
