UNITED STATES 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: February 12, 1999
ELECTRONIC SYSTEMS TECHNOLOGY INC.
(A Washington Corporation)
Commission File no. 2-92949-S
IRS Employer Identification no. 91-1238077
415 N. Quay St. #4
Kennewick WA 99336
(Address of principal executive offices)
Registrant's telephone number, including area code:(509) 735-9092
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ITEM 5. OTHER EVENTS
A: During the Company's scheduled Board of Directors Meeting
on February 12, 1999, the Board of Directors awarded Stock
Options for Employees and Directors, as was recommended by
the Board's Employee/Director Stock Option Committee, subject
to the conditions delineated in the Committee's recommendations
and in accordance with the Electronic Systems Technology, Inc.
Stock Option Plan for Directors, Officers, and Employees, as
approved by Shareholder vote on June 7, 1996. Employees and
Directors, who were recipients of the stock options and
conditions relating to the stock options approved by the
Board of Directors, are delineated on attached Exhibit 20.1.
B: During the Board of Directors Meeting on February 12, 1999,
following evaluation and due diligence, the Board rejected an
unsolicited offer from Wincroft Inc. to acquire all of the
outstanding shares of the Company upon such terms and
consideration as set forth in such offer. See attached
exhibit 99.1
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS,
AND EXHIBITS.
Exhibit 20.1 - Summary of Employee/Director Stock Option Committee
recommendations regarding Employee and Director Stock Options, as
approved by the Company's Board of Directors, February 12, 1999.
Exhibit 99.1 - Offer received from Wincroft Inc. for proposed
acquisition of outstanding shares of Electronic Systems Technology, Inc.
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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.
ELECTRONIC SYSTEMS TECHNOLOGY, INC.
/s/ T. L. KIRCHNER
By: T.L. Kirchner
President
Date: March 1, 1999
EXHIBIT 20.1 - SUMMARY OF EMPLOYEE/DIRECTOR STOCK OPTION COMMITTEE
RECOMMENDATIONS REGARDING EMPLOYEE AND DIRECTOR STOCK OPTIONS, AS
APPROVED BY THE COMPANY'S BOARD OF DIRECTORS, FEBRUARY 12, 1999.
EXHIBIT 20.1
February 12, 1999
To: EST Board of Directors
From: Employee/Director Stock Option Committee
Subject: Recommendations
The committee recommends to the Board of Directors that the
individual employees and directors with no less than three years
continuous tenure named herein be granted stock options, effective
February 12, 1999, in the amounts tabulated and subject to the
conditions herein delineated and in accordance with the Electronic
Systems Technology Stock Option Plan for Directors, Officers, and
Employees, as ratified by shareholder vote on June 7, 1996.
Name Status Option Shares
----------------- -------- -------------
Melvin Brown Director 25,000
Tom Kirchner Director 25,000
Arthur Leighton Director 25,000
John H. Rector Director 25,000
John L. Schooley Director 25,000
Robert Southworth Director 25,000
David B. Strecker Employee 15,000
Eric P. Marske Employee 15,000
Jon A. Correio Employee 15,000
Alan B. Cook Employee 15,000
Debra R. Blair Employee 5,000
Brad E. Bement Employee 5,000
Philip J. Smith Employee 5,000
Recommended Option Conditions:
1. Each option grant will be at an exercise price per share
equal to market price at the time of grant. Market price
will be the mean of bid and ask prices recorded on the National
Daily Quotation Service "pink sheet" for the effective date of
the option grant. If no activity is reported for that date the
"pink sheet" with closest preceding date with recorded activity
will establish market price.
2. Each grant must be exercised by the optionee not later than
three years (1095) days from the date of the grant.
3. Options will be exercised in minimum blocks of 5,000 shares at
any one time. Options not exercised within the three year
(1095 day) period from option grant will terminate and not carry
over.
4. Rule 144 of the Securities Act of 1933 as amended will apply to
all stock acquired by exercise of the option grants. Rule 144
prohibits resale for a period of two years after acquisition and
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restricts resale quantities for one additional year. Each optionee
shall make an independent inquiry as to all other restrictions.
5. The company shall have the right, but not obligation, to
register all or any portion of the optioned shares at any time.
The intent of registration is to relieve the Rule 144 resale
restrictions which may still be in force at the time of registration.
6. In the event of termination of employment or board membership,
the optionee shall have a period of ninety days in which to
exercise any options which he has been granted, except under the
conditions of paragraph 7 and 8, which shall supersede the
provisions of this paragraph. Unless otherwise extended by the
board, all options terminated at the end of the ninety day period.
7. If recapitalization and/or similar events result in the change
of share unit values, the optionee will receive equivalent shares.
If the company is not the surviving entity by virtue of merger,
acquisition, etc., the optionee will have a window of ten days
in which to exercise his option. The last day of the window will
be five days prior to the legal conclusion of any such event.
8. In the event of company acquisition, merger, reorganization and
other transactions altering the company structure any outstanding
options then in force must be immediately exercised.
9. Option grants are not transferable or assignable except to an
employee's estate in accordance with the laws of inheritance in
the event of optionee's death.
10. All facets of the stock option program shall be appropriately
documented in accordance with the advice of the company's legal
counsels and shall comply with all relevant legal requirements
in the State of Washington and all Securities and Exchange
Commission rules, regulations, and disclosure requirements.
EXHIBIT 99.1 - Unsolicited offer from Wincroft Inc.
Wincroft
Elthorne Gate, 64 High Street, Pinner, Middlesex, HA5 5QA UK
Tel: +44 (0) 181 429 7319 Fax: +44 (0) 181 429 7339
http://www.wincroft.com
PRIVATE AND CONFIDENTIAL
November 24, 1998
Tom Kirchner
Electronic Systems Technology, Inc.
415 N. Quay Street
Kennewick WA 99336
RE: LETTER OF INTENT
Dear Mr. Kirchner:
Further to the introduction by Daniel Wettreich of Forme Capital, Inc.,
please regard this letter as the intention of Wincroft, subject to
contract and due diligence, to acquire the whole of the issued shared
capital of Electronic Systems Technology, Inc. ("ELST"). Subsequent to
acquisition, Wincroft will make application for NASDAQ listing and pursue
a $10,000,000 fund raising to provide additional working capital and to
assist in future acquisitions. Our proposal is as follows:
1) The consideration for the acquisition will value ELST at $1.00 per share
for a total value of $4,953,667 and will be payable by the issuance of
1,415,333 Wincroft shares valued at its present price on the OTC Bulletin
Board of $3.50 per share.
2) Separately upon conclusion of the acquisition, if desired, an investor
group will purchase up to $200,000 of the Wincroft shares owned by
Mr. Kirchner personally at $3.50 per share.
3) The Board of Directors of Wincroft will be strengthened with the addition
of Mr. Kirchner as a Director.
4) In addition to Mr. Kirchner's present employment contract with ELST a
further contract of employment will be entered into with Mr. Kirchner and
Wincroft to run concurrently with the term of his contract with ELST, and
will compensate him for his services as a Director of Wincroft in the
amount of $25,000 per annum.
5) The present management of ELST will continue to manage the business of
ELST reporting to Mr. Kirchner.
6) Documentation to effect this transaction will be prepared by us for your
review. Closing of this transaction can occur very quickly with a NASDAQ
listing to be effected in the first quarter of 1999.
Please find enclosed the 10K and latest 10Qof Wincroft which will give you
full details on our company. I would like to direct you to our website at
www.wincroft.com for further details on our revolutionary video conferencing
product VideoTalk.
If you and your board view our proposal positively then I would like to come
and see you in your offices shortly after Thanksgiving so we can progress
matters further.
Yours Sincerely,
/s/ JASON CONWAY
Jason Conway
Chairman and CEO
Dictated by Mr. Conway
And signed in his absence by
Duncan James, Director
