UNITED STATES
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) June 10, 1996
INTERNATIONAL AUTOMATED SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Utah 33-16531-D 87-0447580
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
512 South 860 East, American Fork, Utah 84003
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (801) 763-9965
1050 East State Road, American Fork, Utah 84003
(Former name or former address, if changed since last report.)
Item 1. Changes in Control of Registrant.
On June 5, 1996, three directors were appointed to fill vacancies.
Donnel Johnson, son of Neldon Johnson and Ina Johnson, who are also
directors; Christopher Taylor; and StacyCurtis Snow are the new directors.
Because of the new appointments a theoretical change in control of
the Registrant may have occurred. Biographical information regarding
the new directors follows.
Donnel Johnson is the son of Neldon and Ina Johnson and is thirty-one
years old. He received a Bachelor's Degree in Electrical Engineering
from Brigham Young University in 1992.
Christopher Taylor is twenty seven years old and received an
Associates of Science Degree from Utah Valley State College in 1992.
He was in the U. S. Army from 1986 to 1988 and achieved the rank
of sergeant. Since 1992 Mr. Taylor has worked on projects relating to
Registrant's products and technology. Presently Mr. Taylor supervises
production and product inventory control and debugs software.
Stacy Curtis Snow is thirty years old and graduated from Brigham
Young University in 1991 receiving a Bachelor's Degree in design
engineering. Since 1991 Mr. Snow has worked on several projects
relating to the Self-Check System and AFIM.
Item 2. Acquisition or Disposition of Assets.
See item 5 below.
Item 3. Bankruptcy or Receivership.
N\A
Item 4. Changes in Registrant's Certifying Accountants.
The firm of Hansen, Barnett & Maxwell, certified public accountants,
was engaged to examine the financial statement for the period ended
June 30, 1995. There was no disagreement regarding accounting matters
involved with the appointment of Hansen, Barnett & Maxwell.
See letter from H. Sherwood dated June 6, 1996.
Item 5. Other Events.
On March 14, 1996, the Company through its transfer agent
issued 176,500 shares ofcommon stock, no par value per share,
pursuant to a private placement under Regulation Dand Section 4(2)
of the Securities Act of 1933 (the "Act"). The shares sold at $4.00 per share
were purchased by nineteen investors for total proceeds of $706,000.
After the deduction of costs in the amount of approximately $20,000
associated with the placement the Company realized net proceeds
of approximately $686,000. The certificates representing the shares
were issued with a restricted legend and are "Restricted Securities"
as that term is defined under Rule 144 promulgated under the Act.
Recently the Company determined that it had the responsibility
to file periodic reports under Section 15(d) of the Securities
Exchange Act of 1934. The Company initially filed a registration
statement on Form S-18 with registration number 33-16531-D
registering its securities. The registration statement was declared
effective on April 13, 1988. TheCompany sold approximately
200,000 units at the public offering price of $.50 per unit. In
the offering the Company realized approximately $100,000 in
proceeds. The Form SR was filed and on November 18, 1988,
a report on Form 10-K was filed by the Registrant which
report was for the period ended June 30, 1988. Since that
time no periodic reports were filed. Management was informed
that it had no requirement to file the reports and proceeded under
that erroneous assumption. Registrant believes it is a small business
issuer.
Certain Securities Transactions
From time to time since 1988 and continuing until January
1995, Neldon Johnson, president, director, and principal shareholder
of the Company sold from his personal holdings of common
stock approximately 1,607,322 shares at prices ranging from
$.25 to $.50 pershare to different individuals who were,
for the most part, family members, personal friends,business
associates or customers who were interested in the development
of the Company's business and future prospects.
All sales, it is believed, took place in Utah. From time to
time Mr. Johnson provided funds as loans to the Company. All
loans were without interest and no loan agreements were executed.
These loans were from Mr. Johnson's personal funds and may have
included funds Mr. Johnson received from his personal sales. As of June
30, 1995, the Company owed Mr. Johnson $134,029. The Company
believes that the sales were made by Mr. Johnson and were for his
benefit and not indirectly by or for or on behalf of the Company.
Nevertheless, if such sales were deemed to be indirect sales by the
Company, it may have responsibility for any representations and
disclosures made by Mr. Johnson in connection with the sales or any
related omissions to make disclosures necessary to make the
statements made not misleading. Mr. Johnson's sales were made
without registration under federal or state law but were made in
reliance on exemptions from registration. Compliance with these
exemptions is highly technical and it is possible that if the sales were
deemed to be indirect sales of the Company, the Company may
be confronted with contingencies arising from civil liabilities resulting
from the failure to meet the terms and conditions of such
exemptions. In addition, Mr. Johnson provided additional shares
of common stock in the amount of approximately ten per cent of
their holders to certain shareholders because of delays and these
agreements were accomplished on an individual basis. The
additional shares were from Mr. Johnson's personal holdings.
Mr. Johnson has advised the Company that there have been
no indications to him by any one who purchased shares from
him of any awareness of, or present intention to assert a possible
claim against either Mr. Johnson or the Company. Mr. Johnson
has executed an indemnification in favor of the Company for
any losses which may result to the Company from his prior
personal sales.
On approximately April 18, 1996, the directors authorized
the listing of approximately 533 shareholders and their respective
holdings onto the Company's stock registry which listing
pertained to Mr. Johnson's prior personal sales which
shareholders have not been previously recorded on the Company's
stock registry. The shares for possible resales purposes under
Rule 144 promulgated under Act will be deemed to have been
issued on the date of the transaction with Mr. Johnson
subject to verification.
Item 6. Resignations of Registrant's Directors.
N/A
Item 7. Financial Statements and Exhibits.
N/A
Item 8. Change in Fiscal Year.
N/A
EXHIBITS:
1. Letter from H. Sherwood and Associates dated June 6, 1996.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, the registrant had duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.
International Automated Systems, Inc.
Neldon Johnson- President
Date: June 10, 1996
*Print name and title of the signing officer under his signature.
Ina Johnson- Chief Financial Officer
Date: June 10, 1996
*Print name and title of the signing officer under his signature.
June 6, 1996
Board of Directors
International Automated Systems, Inc.
512 South 860 East
American Fork, 84003
Gentlemen:
Previously my firm was the independent certified public
accountants for International Automated Systems, Inc. The most
recent report issued by my firm was for the fiscal year ended
June 30, 1995. In May 1996 my appointment as principal
accountants ended.
You are advised that the termination was not because of any,
resolved or unresolved, disagreement on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure.
Vary truly yours,
/s/ Howard D. Sherwood C.P.A.
H. Sherwood & Company
