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
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Date of Report (Date of earliest event reported) JUNE 2, 1999
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PSI INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
FLORIDA 0-29802 59-2736501
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
1160 B SOUTH ROGERS CIRCLE, BOCA RATON, FL 33487
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (561) 997-1133
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Effective June 2, 1999, PSI Industries, Inc. accepted the resignation
of Dominick Seminara, its Chairman and Chief Executive Officer and unanimously
approved the appointment of its President, Chief Operating Officer, Ben Cohen,
to the post of Chairman of the Board, President and Chief Executive Officer.
Also effective June 4, 1999, the Board of Directors accepted the
resignation of Mirco Vietti from the Board of Directors. In addition, Mr. Vietti
is no longer employed by the Company.
As previously disclosed, the Company was one of 28 respondents in an
action instituted in February 1998 before the United States International Trade
Commission (the "Commission") by Fuji Photo Film Co., Ltd. ("Fuji"). In November
1998 a hearing was conducted before the Commission and on February 26, 1999, the
administrative law judge ruled in favor of Fuji, potentially eliminating the
Company's and other respondents use of recycled cameras in the United States. On
June 2, 1999, the Commission issued a Cease and Desist Order against the Company
and the other respondents prohibiting the Company from importing, selling,
marketing, advertising, distributing, offering for sale, transferring (except
for exportation), or soliciting U.S. agents or distributors for certain
lens-fitted film packages, also known as one-time use cameras, single use
cameras and disposable cameras. It is possible that certain of the other
respondents may choose to appeal the order.
The Company has evaluated the ruling and believes it is appropriate to
establish a reserve in the amount of approximately $2.9 million. While this
reserve is in place, the Company believes that the decision by the ITC could be
reversed before the Federal Circuit Court of Appeals. As a result of the
reserve, the Company is out of covenant with LaSalle National Bank, its primary
lender. Accordingly, LaSalle has the right to declare the Company in default and
call the loan. However, to date, LaSalle is working with the Company to continue
their relationship.
In addition, the Company procured a $500,000 bond to allow it to
continue sales and shipments of one-time use cameras during the 60 day period
that the Order is under review by the President.
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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.
PSI INDUSTRIES, INC.
By: /s/ BENJAMIN COHEN
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Benjamin Cohen, President
DATED: June 17, 1999
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