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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): September 8, 2000
TELENETICS CORPORATION
(Exact name of registrant as specified in its charter)
California 33-0061894
(State or Other Jurisdiction of 0-16580 (IRS Employer
Incorporation) (Commission File Number) Identification No.)
25111 Arctic Ocean
Lake Forest, CA 92630
(Address of Principal Executive Offices)
(949) 455-4000
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report.)
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Item 5. Other Events
On September 8, 2000, the Board of Directors ("Board") of Telenetics
Corporation (the "Company") held a special meeting at which the Board
unanimously approved a reorganization of its top management, effective
as of September 8, 2000, with the goal of enhancing the Company's
ability to grow its business and maintain its leadership role in the
wireless remote monitoring and data collection market.
The Board named Ms. Shala Shashani, who has been a director of the
Company since September 1996, as the Company's new Chairman. The Board
amended the Company's Restated and Amended Bylaws to create the
position of Chairman Emeritus for Mr. Michael Armani, who had served as
a director and President of the Company since July 1993 and as Chairman
and Chief Executive Officer of the Company since September 1996. The
Board also filled the existing vacancy on the Board by appointing Mr.
Brad Jacobs, who has been an advisor to the Board since February 1999.
The Board appointed Mr. Terry Parker, who has been a director of the
Company since June 2000, as the Company's new Chief Executive Officer
and President. The Board appointed Mr. John McLean, who has served as
Acting Chief Operating Officer of the Company since July 2000, to the
position of Chief Operating Officer.
In addition to making the management changes described above, the Board
granted fully-vested non-qualified options to purchase up to 20,000
shares of common stock at an exercise price of $2.594, which was the
closing sale price of a share of the Company's common stock on the date
of grant, to each of Messrs. Armani and Parker in connection with their
new positions as non-employee directors. Mr. Armani's remaining
performance- based options to purchase up to 400,000 shares of common
stock lapsed because they were not vested as of September 8, 2000.
The Board also unanimously adopted effective as of September 8, 2000, a
revised non-employee director compensation program to be effective
until revised by the Board. The program provides that each of the
Company's non-employee directors continues to be entitled to receive
$5,000 per year as compensation for serving as a director of the
Company and to be reimbursed for certain expenses in connection with
attendance at Board and committee meetings. Also, each non-employee
director will receive an annual grant commencing on August 31, 2001 of
a fully-vested non-qualified stock option to purchase up to 20,000
shares of the Company's common stock at an exercise price per share
equal to the closing sale price of a share of the Company's common
stock on that date. Employee directors are not entitled to any
additional compensation for attendance at meetings of the Board or any
committee.
Item 7. Financial Statements and Exhibits
(c) Exhibits
3.1 Amendment to Restated and Amended Bylaws effective
as of September 8, 2000
SIGNATURES
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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.
Date: September 19, 2000
TELENETICS CORPORATION
By: /S/ David L. Stone
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David L. Stone
Chief Financial Officer
