SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
April 5, 2000
Date of Report
(Date of earliest event reported)
POWERCOLD CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 33-19584 23-2582701
(State of Incorporation) (Commission File No.) (IRS Employer Ident. No.)
103 GUADALUPE DRIVE
CIBOLO, TEXAS 78108
(Address of principal executive offices)
210 659-8450
(Registrant's telephone number)
ITEM 1 - CHANGES IN CONTROL OF REGISTRANT
None
ITEM 2 - ACQUISITION OR DISPOSITION OF ASSETS
None
ITEM 3 - BANKRUPTCY OR RECEIVERSHIP
None
ITEM 4 - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
None
ITEM 5 - OTHER EVENTS
The Company's Board of Directors canceled, for non-performance, s Stock
Purchase Agreement and Loan funding program for $5,000,000 with Scythian Group
Limited and AvaStar International, Inc., General Agent for Scythian for working
capital and acquisitions. All restricted Company shares, used as collateral
for the loan, were canceled and returned to the Company's stock transfer agent.
ITEM 6 - RESIGNATIONS OF REGISTRANT'S DIRECTORS
The Board of Directors of the Registrant accepted the resignation of Carl
H. Rosner as Director of the Company effective April 5, 2000. There are no
discrepancies between Mr. Rosner and the Registrant. Reference attached letter
of resignation from Mr. Rosner.
ITEM 7 - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS
None
ITEM 8 - CHANGE IN FISCAL YEAR
None
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 5, 2000
POWERCOLD CORPORATION
/s/Francis L. Simola
--------------------
Francis L. Simola
President/CEO
Intermagnetics General Corporation
March 31, 2000
By Facsimile and First Class Mail
Francis L. Simola
Chairman, President and CEO
PowerCold Corporation
9408 Meadowbrook Avenue
Philadelphia, Pennsylvania 19118
Re: Board of Directors
Dear Frank:
I am writing in response to a letter I received from SIR Worldwide, LLC
dated march 20,2000. The letter was copied to me "as a member of the board of
directors of PowerCold Corporation." Even though our discussion prior to IGC's
invensment in PowerCold entitled the company to have a director, PowerCold
never notified me that it had elected me to its board of directors, nor have I
ever been notified of, or attended, any meeting of the board of directors of
PowerCold.
If the minutes of PowerCold indicate that I was indeed elected a director,
please accept this letter as my resignation from PowerCold's board effective
immediately.
If IGC wishes to exercise its right to have a director, the new CEO, Mr.
Glenn Epstein, will so inform you.
With best wishes.
Very truly yours,
/s/Carl H. Rosner
Carl H. Rosner
Chairman
Cc: G.H. Epstein
K. Sheehan
CHR/cea
P.O. Box 461 Latham, New York 12110-0461 USA Tel. (518)782-1122
Fax (518) 783-2602 www.igc.com
