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) April 15, 1996
Micro Holding Corp. (formerly Micro Care, Inc.)
(Exact name of Registrant as specified in its charter)
Delaware 33-28214-NY 11-2714923
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
1952 Jericho Turnpike, East Northport, New York 11731
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (516) 462-6700
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(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant
The following changes were effected in the board of directors or
management of the Company:
Directors:
James J. Charles
Seema Wasil
Rahul Rametra
Executive Officer:
James J. Charles President and Chief
Executive Officer,
Treasurer and Chief
Financial Officer
Seema Wasil Secretary
JAMES J. CHARLES, age 53, was on April 15, 1996 appointed a Director,
President and Chief Executive Officer of the Company. He has since
1990 been a financial consultant to several publicly held
corporations. Prior to 1990, he was a partner in Ernst & Young, LLP.
He is a certified public accountant licensed in the state of New York.
SEEMA WASIL, age 27, was on April 15, 1996 appointed a Director and
Secretary of the Company. She has since September 1995 been working in
the accounting department of a public company. Prior to 1995, she
worked for three years as an accountant for a small accounting firm.
She graduated from Hofstra University in 1991 with a Bachelor of
Business Administration.
RAHUL RAMETRA, age 23, was on April 15, 1996 appointed a Director of
the Company. He has been a sales manager for Sun Computers & Software,
Inc. since December 1994. Prior to 1994, he was a student at the State
University of New York-Stony Brook from which he received a Bachelor
of Science in Business Management.
<PAGE>
Item 6. Resignations of Registrants Directors
As of 6:30 PM on April 15, 1996: Stephen Solomon resigned as President
and Director of the Company; Theodore Leder resigned as Treasurer and
Director of the Company; and Surinder Rametra resigned as a Director
of the Company.
The said resignations were not because of a disagreement with the
Company on any matter relating to the Company's operations, policies
or practices.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MICRO HOLDING CORP.
By: /s/ James J. Charles
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James J. Charles, President
Dated: June 20, 1996
ACTION BY WRITTEN CONSENT
OF
THE BOARD OF DIRECTORS
OF
MICRO HOLDING CORP.
A New York Corporation
The undersigned, being all of the directors of Micro Holding Corp., a New
York corporation, hereby take the following action by written consent in lieu of
a meeting:
RESOLVED that the following individuals will resign as corporate officers and
directors:
Stephen S. Solomon Chief Executive Officer
Theodore Leder Principal Accounting Officer and
Principal Financial Officer
Surinder Rametra Director
RESOLVED that the following individuals shall be appointed and elected to serve
as the Corporation's officers and directors, until such time that replacements
for them have been duly elected:
Jim Charles President, Director
Seema Wasil Secretary, Director
Rahul Rametra Director
IN WITNESS WHEREOF the undersigned, being all directors of Micro Holding
Corp. have executed this action by written consent this 15th day of April, 1996.
/s/ Stephen Solomon
-----------------------------------------
Stephen Solomon, Chief Executive Officer
/s/ Theodore Leder
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Theodore Leder, Principal Accounting Officer,
Principal Financial Officer
/s/ Surinder Rametra
-----------------------------------------
Surinder Rametra, Director
