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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 3, 1997
RMS TITANIC, INC.
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(Exact name of Registrant as specified in charter)
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Florida 000-24452 59-2753162
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(State of other juris- (Commission (IRS Employer
diction of incorporation) File No.) Identification No.)
17 Battery Place, Suite 203
New York, New York 10004
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 558-6300
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Items 5 and 7
As a result of the Principal Accounting Officer and a majority of the Board
of Directors of the registrant declining to execute the registrant's Form 10-K
for its fiscal year ended February 28, 1997 (the "Form 10-K"), the registrant
has filed, as an exhibit to its Form 8-K dated July 3, 1997, the form of Form
10-K that was approved for filing by George Tuloch, the Principal Executive
Officer and a director of the registrant. By written consent of a majority of
shareholders dated May 1, 1997, Messrs. Gasparrini, Vitti, Duffy and Slavitt
have been removed as directors of the registrant, with such removal to become
effective twenty (20) days after distribution of an Information Statement in
accordance with the provisions of the Securities Act of 1934, as amended. Mr.
Vitti also serves as the registrant's Principal Accounting Officer. All four
of such individuals have declined to sign the Form 10-K.
Messrs. Gasparrini, Vitti, Duffy and Slavitt were removed as directors of
the registrant because after they refused to resign upon the request of Mr.
Tulloch. Mr. Tulloch had requested that Messrs. Gasparrini, Duffy and Slavitt
resign based upon, among other things, the attendance of Messrs. Gasparrini,
Slavitt and Duffy at a meeting, without Mr. Tulloch's knowledge or consent or
the knowledge or consent of counsel for the registrant, with John Joslyn, his
counsel and G. Michael Harris, on or about April 26, 1996, one business day
prior to the commencement of a trial in the Federal District Court of Virginia
in connection with Mr. Joslyn's pending action to rescind the Court's award to
the registrant of salvor-in-possession rights to the Titanic; Messrs.
Gasparrini, Duffy and Slavitt having failed to disclose to Mr. Tulloch that
such meeting had occurred prior to or during the course of such trial, and
having failed to disclose to Mr. Tulloch the offers of settlement that had been
proposed regarding such salvor-in-possession proceedings and of proceedings
that had been instituted in the courts of Delaware against Mr. Tulloch and ORE
by Mr. Joslyn and Mr. Harris; Messrs. Gasparrini, Slavitt and Duffy having
permitted confidential information concerning the registrant's business
relationships to be disclosed to Mr. Joslyn in advance of such trial; Mr.
Gasparrini having failed to disclose to counsel for the registrant who was
defending the registrant's salvor-in-possession status that he had engaged in
discussions with Mr. Joslyn, despite such counsel's specific inquiries with
respect thereto in preparation for trial; Mr. Gasparrini, Mr. Slavitt and Mr.
Duffy having failed to advise Mr. Tulloch of information they had obtained
concerning Mr. Joslyn's intentions to conduct an expedition to the Titanic
wreck site during the Summer of 1996 and of his agreement with NBC to produce
television programming from such expedition, despite the fact that Joslyn's
claims to rescind the registrant's salvor-in-possession status had been denied
by Court order dated May 10, 1996. Upon Mr. Vitti having refused to vote in
favor of a proposed resolution recommending the removal of Messrs. Gasparrini,
Slavitt and Duffy as directors of the registrant, Mr. Tulloch also requested
Mr. Vitti's resignation as a director of the registrant.
To the best of Mr. Tulloch's knowledge, Mr. Vitti has refused to sign the
registrant's Form 10-K in his capacity as the registrant's Principal Accounting
Officer and as a director of the registrant because he is not sure such filing
reflects all necessary disclosures; Mr. Slavitt has refused to sign the
registrant's Form 10-K in his capacity as a director of the registrant because
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the registrant has declined to revise such filing so as to include disclosures
that are materially inaccurate or misleading, or otherwise inappropriate, as
demanded by Mr. Slavitt; and Messrs. Gasparrini and Duffy have not stated the
reasons for their refusal to sign the registrant's Form 10-K.
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 thereunto duly authorized.
RMS TITANIC, INC.
Dated: August 29, 1997 /s/ George Tulloch
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George Tulloch
President and Principal Executive Officer
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