SCIENTIFIC NRG INC
8-K, 1996-09-26
ELECTRIC LIGHTING & WIRING EQUIPMENT
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<PAGE>   1
                       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) September 26, 1996




                              SCIENTIFIC NRG, INC.
             (Exact name of registrant as specified in its charter)




<TABLE>
<CAPTION>
                 Minnesota                               0-15148                      41-1457271
<S>                                              <C>                        <C>
(State or other jurisdiction of incorporation)   (Commission file number)   (IRS Employer Identification No.)
</TABLE>


                                 2651 DOW AVENUE
                            TUSTIN, CALIFORNIA 92680


               Registrant's telephone number, including area code:
                                 (714) 730-3555

         (Former name or former address, if changed since last report.)
<PAGE>   2
ITEM 5         OTHER EVENTS


Two of the company's directors announced their resignations as of September 11,
1996.

Malcolm L. Fickel resigned as a director and chief executive officer. Mr.
Fickel's resignation is not because of any disagreement with management of the
company relating to the company's operations, policies, or practices, but due to
personal demands and Mr. Fickel's desire to pursue certain other opportunities.

Mr. Thomas C. Moceri resigned as a director and chief financial officer. Mr.
Moceri's resignation is not because of any disagreement with management of the
company relating to the company's operations, policies, or practices, but due to
personal demands and Mr. Moceri's desire to pursue certain other opportunities.

A copy of the resignation letter of Mr. Fickel is appended hereto as Exhibit 1.
A copy of the resignation letter of Mr. Moceri is appended hereto as Exhibit 2.

The company appointed Daniel W. Parke and Jonathan D. Forgy as replacement
directors. Mr. Parke will also serve as the Registrant's Chief Executive Officer
and Mr. Forgy will also serve as the Registrant's President.




Pursuant to the requirements of Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.


                                   SCIENTIFIC NRG, INC.




                                   /s/Jonathan L. Forgy
                                   --------------------
                                   Jonathan L. Forgy
                                   President



Date:   September 26, 1996

<PAGE>   1
EXHIBIT 1
                                MALCOLM L. FICKEL
                                   1 TIDEWIND
                            IRVINE, CALIFORNIA 92715




                               September 11, 1996



Board of Directors
Scientific NRG, Incorporated
d/b/a Scientific Component Systems
2651 Dow Avenue
Tustin, CA 92680

         Re: Resignation as an Officer and Director of the Company

Gentlemen:

         I hereby resign as Chief Executive Officer and a Director of Scientific
NRG, Incorporated (the "Company") to be effective as of the date hereof. My
resignation is not because of any disagreement with management of the Company
relating to the Company's operations, policies, or practices, but due to
personal demands and my desire to pursue certain other opportunities.


                                                     Sincerly yours,


                                                     /s/ Malcolm L. Fickel
                                                     ---------------------
                                                     Malcolm L. Fickel


<PAGE>   1
EXHIBIT 2
                                THOMAS C. MOCERI
                                26472 VIA DEL SOL
                         MISSION VIEJO, CALIFORNIA 92691




                               September 11, 1996



Board of Directors
Scientific NRG, Incorporated
d/b/a Scientific Component Systems
2651 Dow Avenue
Tustin, CA 92680

         Re: Resignation as an Officer and Director of the Company

Gentlemen:

         I hereby resign as Chief Financial Officer and a Director of Scientific
NRG, Incorporated (the "Company") to be effective as of the date hereof. My
resignation is not because of any disagreement with management of the Company
relating to the Company's operations, policies, or practices, but due to
personal demands and my desire to pursue certain other opportunities.


                                                     Sincerely yours,


                                                     /s/ Thomas C. Moceri
                                                     --------------------
                                                     Thomas C. Moceri


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