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SECURITIES AND EXCHANGE COMMISSION
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 13, 1999
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AMERICAN FILM TECHNOLOGIES, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-9748 23-2359277
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(STATE OR OTHER JURISDICTION (COMMISSION (IRS EMPLOYER
OF INCORPORATION) FILE NUMBER) IDENTIFICATION NO.)
300 Park Avenue, 17th Floor, New York, New York 10022
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER,
INCLUDING AREA CODE: (212) 572-6370
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Not Applicable
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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.
On September 13, 1999, the Registrant held an annual meeting of
shareholders at which the entire slate of new were elected by a vote of
37,106,326 for and 158,000 against.
The present directors of the Registrant are:
FRED S. RUDY, age twenty-five (25), is a Managing Director of Olympia
Partners, LLC, ("Olympia") a New York based private equity investment
partnership. Mr. Rudy specializes in early-stage equity investments and
corporate turnarounds for public and private companies. Prior to joining Olympia
in June 1998, Mr. Rudy was a Corporate Finance Consultant at Broad Capital
Associates, Inc. from 1993 to 1998. Mr. Rudy attended New York University and
currently resides in New York with his wife and two children. Mr. Rudy is the
beneficial owner of 5,000 shares of Common Stock.
PORTER BIBB, age sixty-two (62), who had served as a Director of the
Registrant previously from October 1996 through December 1996, has spent his
entire business career in the media and entertainment industry. He currently
serves as a Senior Advisor to Ladenburg, Thalmann & Co., an investment banking
company and subsidiary of New Valley Corp., a NYSE company. Prior to Ladenburg's
sale to New Valley, he was a Partner, Principal and Director of Corporate
Finance of the firm, which he joined in 1984. In 1998, he founded Technology
Partners, LLC, a company that specializes in new media, entertainment and
Internet technology. From 1972 to 1977, Mr. Bibb was Corporate Development
Director of The New York Times Company, where he was responsible for expanding
the company's involvement in new media and technology. Mr. Bibb served as a
Newsweek White House correspondent from 1989 to 1996 and is also a published
author, screenwriter and producer of numerous documentaries. Mr. Bibb has also
served as publisher for Rolling Stone Magazine from 1970 to 1971 and for US
Magazine from 1972 to 1977. Mr. Bibb received his B.A. from Yale University in
1959 and also studied at the London School of Economics and the Harvard Business
School. Mr. Bibb is the beneficial owner of 500,000 shares of Common Stock.
ANTHONY K. CHAN, age forty-four (44), has served as President, Chief
Executive Officer and a Director of American Champion Entertainment (NASDAQ:
ACEI) since February 1997. Prior to that, he was the Chief Executive Officer of
America's Best Karate, which was reorganized to become a wholly owned subsidiary
of ACEI. His diligent efforts led the company through an IPO in July 1997. He is
an international businessman, writer, martial artist, husband and father. He is
a published author and has been featured in magazines, newspapers, and
television. A four-time world champion, he was inducted into the Black Belt Hall
of Fame in 1981. Currently, Mr. Chan also serves as an executive producer,
co-creator and co-writer of the award-winning "Adventures with Kanga Roddy"
series for public television.
Mr. Chan received his MBA from the University of California at Berkeley at
the age of twenty-two (22). From 1985 to 1989, Mr. Chan managed $50 million of
investments in industrial
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production facilities in the People's Republic of China for the Eisenberg
Company, an international investment and trading enterprise. Prior to that, Mr.
Chan was employed by Bank of America NT & SA as an economic forecaster.
JOHN H. HOAGLAND, age sixty-nine (69), has served as Chairman of J-Net
Group, Inc., a Delaware company (the "Group"), since its founding (as J-Net
Broadcasters, Inc.) in 1992 and has served as its Chairman since that time. Mr.
Hoagland has led the growth of the Group to its present position as a
well-established programming producer and technology resource for multimedia
publishing. Under Mr. Hoagland's direction, the Group has successfully
established the following divisions: (i) Ecology Cable Service, which provides
weekly environmental television programming to more than one-hundred (100) cable
operators throughout the United States serving nearly 11 million homes; (ii)
J-Net Consultants, which provides technical and management consulting to major
print and electronic publishers in the United States and Europe; and (iii)
RomNet, Inc., a leading technical support company serving the Internet and
CD-ROM industries. From 1983 to 1992 Mr. Hoagland served as Chairman of Monitor
Television, Inc., a major producer of daily television news, and as General
Manager of The Christian Science Monitor. He has served in numerous advisory
roles. In 1989, he was appointed to the U.S. State Department Special Task Force
on Telecommunications and Broadcasting in Eastern Europe. He has also served on
the Private Sector Television Committee of the U.S. Information Agency, the
Advisory Committee on International Communications of the U.S. State Department
and the Board of Directors of the International Media Fund.. He received a B.A.
degree from Yale University in 1951 and served for 10 years as a US naval and
civilian officer in government service.
None of the new directors of the Registrant has been: (i) convicted of any
crime during the past ten (10) years or (ii) been a party to any proceeding in
which any such Rudy Nominee was a party adverse to the Registrant or had a
material adverse interest to the Registrant. In addition, none of the new
directors of the Registrant has been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction (including bankruptcy
proceedings) during the last five (5) years and as a result of such proceeding
was or is subject to a judgment, decree of final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
states securities laws or finding any violation with respect to those laws.
Except for Porter Bibb, who previously served as a director of the
Registrant, and for each of the new directors of the Registrant respective
ownership of shares of the Registrant's Common Stock, the new directors of the
Registrant have no other direct or indirect relationship with, or interest in,
the Registrant or such business transactions other than by virtue of their
respective nominations as prospective members of the Registrant's Board of
Directors. None of the new directors of the Registrant has any contract,
arrangement, understanding or relationship, (legal or otherwise) with any person
with respect to any securities of the Registrant. Each of the new directors of
the Registrant is in compliance with Section 16(b) of the Securities Exchange
Act of 1934, as amended, with respect to the Registrant, having timely filed all
required reports (and amendments thereto) during the most recent fiscal year.
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Neither the immediate families nor any of the associates of any of the new
directors of the Registrant currently, or during the past two years, owns or
share the power to vote or dispose of any shares of Common Stock of the
Registrant.
None of the new directors of the Registrant, their immediate family, or any
of their associates has had any material interest, direct or indirect, in any
transaction which the Registrant was or is to be a party.
None of the new directors of the Registrant have entered any business
venture or are now planning to enter into a business venture, which might be
considered to be materially competitive with the Registrant.
None of the new directors of the Registrant has been an officer, director
or owner of more than 10% of the equity interest of any entity that has made or
received payments or is likely to make or receive payments to the Registrant for
property or services during the Registrant's last fiscal year in an amount
exceeding 5% of the Registrant's consolidated gross revenues or 5% of such other
entity's consolidated gross revenues for that period.
None of the new directors of the Registrant is a member of, or of counsel
to, any law firm or director, partner, or executive officer of any investment
banking firm which has been retained or has performed services for the
Registrant at any time during the Registrant's last fiscal year or is likely to
be so retained or to perform such services during the Registrant's current
fiscal year.
None of the new directors of the Registrant has been a participant in any
other proxy contest involving the Registrant or other registered corporations or
partnerships within the past ten (10) years.
None of the new directors of the Registrant has any "family relationship"
with any of the other nominees for Directors of the Registrant, or with any
executive officer of the Registrant. "Family relationship" for this purpose
means any relationship by blood, marriage or adoption, not more remote than
first cousin.
ITEM 5. OTHER EVENTS.
On September 16, 1999, the newly constituted board of directors of the
Registrant met and elected Fred Rudy Chairman of the Board and Chief Executive
Officer. Martin & Taub, LLP was appointed counsel to the corporation. On
September 27, 1999, the newly constituted board voted to elect Fred Rudy the
President of the corporation. The board of directors terminated the employment
agreement of Gerald M. Wetzler, the Registrant's former Chairman, President and
Chief Executive Officer, "for cause" and formed a special committee to further
investigate Wetzler's conduct as an officer, director and employee of the
Registrant as well as his purchase and sale of the Registrant's securities and
his acquisition of secured notes from the Registrant, with a view towards
exploring the Registrant's rights and remedies against Wetzler. On September 15,
1999, the Registrant received a notice from Wetzler, dated September 13, 1999,
wherein he purported to resign
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as an employee of the Registrant claiming that he is entitled to the payment of
$750,000 due to his "resignation" following a "change in control" of the
Registrant as defined in his employment agreement. The Registrant believes that
it has valid defenses against Mr. Wetzler's claim for $750,000 (including that
such claim was not timely made) and that it may have further claims against
Wetzler. In the event that Wetzler seeks to enforce his claim for payment of
$750,000, the Registrant will vigorously defend the same. Nevertheless, the
results of any litigation must be viewed as uncertain and the Registrant may be
compelled to spend significant amounts in advancing its position in any
litigation.
ITEM 7. FINANCIAL STATEMENTS, PRO-FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS TO BE ACQUIRED. Not applicable.
(B) PRO-FORMA FINANCIAL INFORMATION. Not applicable.
(C) EXHIBITS. - None
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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.
AMERICAN FILM TECHNOLOGIES, INC.
By: /s/ Fred S. Rudy
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Fred S. Rudy, Chief Executive Officer
Dated: September 28, 1999
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