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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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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 20, 1999 (JANUARY 14,
1999)
DYNATEC INTERNATIONAL, INC.
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(Exact name of Registrant as specified in its charter)
UTAH 0-12806 87-0367267
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(State or other jurisdiction (Commission File Number) (IRS Employer
incorporation) Identification No.)
3820 GREAT LAKES DRIVE
SALT LAKE CITY, UTAH 84120
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 973-9500
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. Other Events
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By written resignation dated January 14, 1999, Don Wood resigned as the
Chief Executive Officer, and as Chairman and a member of the Board of Directors
of Dynatec International, Inc. In this regard, Mr. Wood has submitted his
resignation as Chief Executive Officer, and as Chairman and a member of the
Board of Directors of the Company. Mr. Wood cited health reasons as a major
impetus for his resignation and retirement from the Company. During the past
year, Mr. Wood has experienced a number of serious medical emergencies,
including two difficult surgeries in the latter part of 1998.
A copy of the press release announcing this resignation and other matters
is attached as an exhibit to this report. The attached press release is
incorporated in this report by this reference.
Operational management of the Company will continue under the direction of
its current President, F. Randy Jack. Mr. Jack has served as the Chief
Operating Officer of the Company for the past three years.
The vacancy on the Board of Directors created by Mr. Wood's resignation has
been filled by Paul A. Boyer, who has been serving as Senior Vice President and
Chief Financial Officer of the Company. Prior to joining Dynatec in October,
1998, Mr. Boyer had served as the Director of Finance of Mrs. Field's Original
Cookies, Inc. He has also served as the Chief Financial Officer of Wasatch
Education Systems Corporation, a publicly traded company. Mr. Boyer received a
Masters of Accountancy degree from San Diego State University.
The Company has concluded an investigation of various matters which were
the subject of an August 7, 1998 press release. As a result of this review, and
in actions adopted in advance of the completion of the review, the Company has
implemented various procedures to improve the auditing and financial controls of
the Company. In this regard, the Company implemented in December, 1998 new
policies in the areas of travel and expense reimbursement, vacation and sick
time leave, use of Company cellular phones, use of Company leased and owned
cars, and use of the internet.
The investigation involved the review of certain matters and transactions
engaged in by Mr. Wood, and concluded that some of those matters and
transactions involved related parties and were not undertaken in the Company's
best interest. The investigation also concluded that Mr. Wood had made personal
and financial sacrifices for the Company, and had advanced funds for the benefit
of the Company. The Board of Directors is considering taking other actions,
offsetting accounts payable to and receivable from Mr. Wood, and adopting
additional internal procedures and controls as it deems appropriate as a result
of its review of these matters.
The Company has also made arrangements to engage American Stock Transfer &
Trust Company of New York, New York as the new transfer agent of the Company,
and has terminated its relationship with the former transfer agent.
In the August 7, 1998 press release, the Company referenced a series of
letters received from NASDAQ requesting information from the Company. The
Company is traded on the NASDAQ SmallCap market and has a contractual obligation
to provide such requested information. The Company has continued to cooperate
in providing information to NASDAQ. In a letter dated January 13, 1999, the
Company has been advised that NASDAQ has determined to close its inquiry,
without taking any action.
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Item 7. Financial Statements and Exhibits
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ITEM 7 (A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED
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None
ITEM 7 (B) PRO FORMA FINANCIAL INFORMATION
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None
ITEM 7 (C) EXHIBITS
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Exhibit 99.1 Press Release of Dynatec International, Inc., dated January 19,
1999
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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.
DYNATEC INTERNATIONAL, INC.
DATE: JANUARY 20, 1999 /s/PAUL A. BOYER
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PAUL A. BOYER
CHIEF FINANCIAL OFFICER &
SECRETARY
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EXHIBIT 99.1
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DYNATEC INTERNATIONAL, INC. (DYNX - NASDAQ), SALT LAKE CITY, UT
JANUARY 19, 1999 PRESS RELEASE
Dynatec International, Inc. Announces the Retirement of Don Wood, CEO of the
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Company.
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Dynatec International, Inc. announced today that Don Wood has retired as
the Chief Executive Officer of the Company. In this regard, Mr. Wood has
submitted his resignation as Chief Executive Officer, and as Chairman and a
member of the Board of Directors of the Company. Mr. Wood cited health reasons
as a major impetus for his resignation and retirement from the Company. During
the past year, Mr. Wood has experienced a number of serious medical emergencies,
including two difficult surgeries in the latter part of 1998.
Operational management of the Company will continue under the direction of
its current President, F. Randy Jack. Mr. Jack has served as the Chief
Operating Officer of the Company for the past three years.
The vacancy on the Board of Directors created by Mr. Wood's resignation has
been filled by Paul A. Boyer, who has been serving as Senior Vice President and
Chief Financial Officer of the Company. Prior to joining Dynatec in October,
1998, Mr. Boyer had served as the Director of Finance of Mrs. Field's Original
Cookies, Inc. He has also served as the Chief Financial Officer of Wasatch
Education Systems Corporation, a publicly traded company. Mr. Boyer received a
Masters of Accountancy degree from San Diego State University.
In other news, the Company has concluded an investigation of various
matters which were the subject of an August 7, 1998 press release. As a result
of this review, and in actions adopted in advance of the completion of the
review, the Company has implemented various procedures to improve the auditing
and financial controls of the Company. In this regard, the Company implemented
in December, 1998 new policies in the areas of travel and expense reimbursement,
vacation and sick time leave, use of Company cellular phones, use of Company
leased and owned cars, and use of the internet.
The investigation involved the review of certain matters and transactions
engaged in by Mr. Wood, and concluded that some of those matters and
transactions involved related parties and were not undertaken in the Company's
best interest. The investigation also concluded that Mr. Wood had made personal
and financial sacrifices for the Company, and had advanced funds for the benefit
of the Company. The Board of Directors is considering taking other actions,
offsetting accounts payable to and receivable from Mr. Wood, and adopting
additional internal procedures and controls as it deems appropriate as a result
of its review of these matters. Subsequent press releases will be issued to
disclose additional material action taken by the Board of Directors in response
to the investigation.
The Company has also made arrangements to engage American Stock Transfer &
Trust Company of New York, New York as the new transfer agent of the Company,
and has terminated its relationship with the former transfer agent.
In the August 7, 1998 press release, the Company referenced a series of
letters received from NASDAQ requesting information from the Company. The
Company is traded on the NASDAQ SmallCap market and has a contractual obligation
to provide such requested information. The Company has continued to cooperate
in providing information to NASDAQ. In a letter dated January 13, 1999, the
Company has been advised that NASDAQ has determined to close its inquiry,
without taking any action.
For further information, please contact the Company's Shareholder Relations
Department at 800-722-7425.
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