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 jurisdiction (Commission
(IRS Employer of incorporation)
File Number) Identification No.)
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 Stacy Curtis 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 of common stock,
no par value per share, pursuant to a private placement
under Regulation D and 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-registering
its securities. The registration statement was
declared effective on April 13, 1988. The Company 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 per share 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. Such circumstance could have a material
detrimental effect on the Company and its financial
condition. 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.
(Registrant)
Neldon Johnson- President
Date: June 10, 1996
*Print name and title of the signing officer under
his signature.
July 15, 1996
Board of Directors
International Automated Systems, Inc.
512 South 860 East
American Fork, Utah 84003
Dear Directors:
I have reviewed the information stated in Item 4 of
the Amended Report on Form 8-K which report was dated
June 10, 1996, and which amendment is dated July 15,
1996, and I do not disagree in any way with the
disclosures in Item 4. You have my authorization to
file this letter as an Exhibit to the Amended Report on
8-K which Report shall be filed with the U. S.
Securities and Exchange Commission.
Please call me if you have any questions.
Very truly yours,
H. Sherwood & Company
By______________________
Its_____________________
