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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 11, 1997
STARTRONIX INTERNATIONAL INC.
(Name of registrant as specified in its charter)
Delaware 1-9190 91-1263272
(State or other jurisdiction of Commission file (I.R.S. Employer
incorporation or organization) number Identification No.)
2402 Michelson Drive, Suite 160
Irvine, California 92612-1314
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 474-1700
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Item 6. Resignation of Registrant's Director.
On February 11, 1997, StarTronix International Inc. ("the Company") received a
notice of resignation from the Company's Secretary, Gerald Fitch, a member of
the Board of Directors, via a general letter from Mr. Fitch's legal counsel
concerning certain employment matters. A copy of that notice of resignation is
included as an exhibit to this Form 8-K.
Company management is investigating the claims made in the letter, but at the
present time believes there is no validity to the claims made therein.
Item 7. Exhibits
99.1 Letter from R. Duane Westrup dated February 11, 1997.
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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, hereunto duly authorized, on March 10, 1997.
StarTronix International Inc.
By: /s/ James Valle
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Title: Chief Financial Officer
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[LETTERHEAD OF WESTRUP, KLICK & ASSOCIATES]
EXTREMELY URGENT - IMMEDIATE ACTION REQUIRED
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February 11, 1997
COPY BY FACSIMILE TRANSMISSION
ORIGINAL BY U.S. MAIL
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Greg Gilbert, Chairman
StarTronix, Inc.
2402 Michelson Drive, Suite 160
Irvine, California 92715
Facsimile: (714) 223-8977
Greg Gilbert, Chairman
StarTronix International, Inc.
2402 Michelson Drive, Suite 160
Irvine, California 92715
Facsimile: (714) 474-9200
Re: EMPLOYMENT OF GERALD FITCH AND ROBERT PATTON
Dear Mr. Gilbert:
This firm has been retained by Messrs. Fitch and Patton with regard to
their wrongful termination by StarTronix International, Inc. ("International")
and StarTronix, Inc. ("StarTronix"), respectively.
I am advised that International has entered into a series of agreements
with Lloyd Adams and his related entities which are in violation of the
fiduciary duties owed to the shareholders of the corporation. I am further
advised that International has engaged in various promotional activities which
include, but are not limited to, misrepresentations to investors as to the
profitability of the corporation, the financial condition of the corporation,
as well as the present and future business activities of the corporation. These
actions have resulted in misleading various investors as to the value of the
stock of the corporation.
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Greg Gilbert
StarTronix, Inc.
StarTronix, International, Inc.
February 11, 1997
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Messrs. Fitch and Patton have objected to these improper business
practices and have also objected to your actions which have been taken without
board approval and in violation of your fiduciary duties owed to the
corporations and the shareholders.
As a result of the resistance of Messrs. Fitch and Patton to these
improper business practices, you have terminated the services of Mr. Patton and
have demanded the resignation of Mr. Fitch. These actions have been taken in
violation of the employment contracts of Messrs. Fitch and Patton.
This letter shall serve as written notice that Mr. Fitch hereby resigns
as a director of International. Demand is hereby made that you advise the
Securities and Exchange Commission of the resignation of Mr. Fitch and that you
provide the Securities and Exchange Commission with a copy of this letter in
connection with the notice of resignation by way of a Form 8-K attached to
explain the reason for his resignation.
This letter shall also serve as the demand of Messrs. Fitch and Patton,
as minority shareholders of International, that the most recent 10-Q of the
corporation be amended to correctly reflect the true facts as to the financial
condition of the corporation and the improper business practices in which you
have engaged. Demand is further made that you immediately comply with all of
the requirements of the employment contracts of my clients.
You have not legally terminated my clients, however, since you have
elected to improperly remove them from their medical and dental plans, demand
is hereby made that you reinstate them immediately. In mitigation of his
damage, you find enclosed a duly executed COBRA continuation form.
In the event that you have failed to provide me with written
confirmation of your compliance with the demands contained herein prior to the
close of business on February 13, 1997 a legal action will be undertaken to
protect the interests of my clients.
Very truly yours,
WESTRUP, KLICK & ASSOCIATES
/s/ R. DUANE WESTRUP
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R. Duane Westrup
