NATIONAL REGISTRY INC
8-K, 1998-05-29
COMPUTER PROGRAMMING, DATA PROCESSING, ETC.
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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): May 20, 1998


                           THE NATIONAL REGISTRY INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         DELAWARE                      0-2027                95-4346070
- ----------------------------  ------------------------   -------------------
(State or other jurisdiction  (Commission File Number)     (IRS Employer 
     of incorporation)                                   Identification No.)


             2502 ROCKY POINT DRIVE, SUITE 100, TAMPA, FLORIDA 33607
             -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)


       Registrant's telephone number, including area code: (813) 636-0099


                                    NO CHANGE
         --------------------------------------------------------------
         (Former name or former address, if changed since last report.)


                                        1

<PAGE>

ITEM 1.     CHANGE IN CONTROL OF REGISTRANT

            Not applicable.

ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS

            Not applicable.

ITEM 3.     BANKRUPTCY OR RECEIVERSHIP

            Not applicable.

ITEM 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

            Not applicable.

ITEM 5.     OTHER EVENTS

            The attached exhibit is incorporated by reference herein, and the
            description set forth below is qualified in its entirety by
            reference to such exhibit.

            On May 20, 1998, The National Registry Inc. (the "Company") issued a
            press release announcing certain management changes.

            On May 27, 1998, the Company effected the previously announced
            one-for-six reverse split of its common stock for holders of record
            thereof as of the close of business on May 26, 1998.

ITEM 6.     RESIGNATION OF REGISTRANT'S DIRECTORS

            Not applicable.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS

            (a)  Not applicable.

            (b)  Not applicable.

            (c)  Exhibits

            The exhibit listed on the Exhibit Index on page 4 is filed as part
of this Report.

ITEM 8.     CHANGE IN FISCAL YEAR

            Not applicable.


                                        2

<PAGE>


                                   SIGNATURES


     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.

                                    THE NATIONAL REGISTRY INC.

Date:  May 29, 1998

                                    By: /s/ JEFFREY P. ANTHONY
                                        ----------------------
                                        Jeffrey P. Anthony
                                        President and Chief Executive Officer


                                        3

<PAGE>


                                  EXHIBIT INDEX

EXHIBIT                                           PAGE NO.
- -------                                           --------

99.1        Press release dated May 20, 1998.         5


                                        4




                                                                    EXHIBIT 99.1

             THE NATIONAL REGISTRY INC. ANNOUNCES MANAGEMENT CHANGES


TAMPA, Fla., May 20, 1998 -- The National Registry Inc. (Nasdaq: NRID) (NRI)
today announced the resignation of John L. Gustafson as its President and Chief
Executive Officer and as a Director effective immediately. NRI and Mr. Gustafson
were unable to reach agreement on the terms for Mr. Gustafson's continued
employment with NRI. Jeffrey P. Anthony was elected by the Board of Directors of
NRI to succeed Mr. Gustafson as President and Chief Executive Officer. Mr.
Anthony has been with NRI for over 6 years serving in various capacities
including currently serving as the Chairman of the Board. Mr. Anthony has been
instrumental in the establishment and continuance of certain of NRI's strategic
alliances. Clinton C. Fuller will continue to serve as Chief Operating Officer
responsible for day-to-day operations.

In addition, as a continuation of NRI's cost containment program, the Board of
Directors has determined to eliminate the full time position of Chief Financial
Officer effective immediately. In order to facilitate an orderly transition,
David E. Brogan will remain with the Company through May 29, 1998. The Board of
Directors will consider reinstating the full time position as the Company's
financial condition and operations warrant.

The Company also announced that it has engaged James W. Shepperd on a temporary
basis as a consultant to serve as a part-time Chief Financial Officer. Mr.
Shepperd has over 20 years of financial management experience, including more
than 10 years as chief financial officer of both publicly and privately held
companies. Mr. Shepperd was employed by KeyBank in various capacities, most
recently serving as Senior Vice President/Senior Administrative Officer prior to
starting his own financial consulting practice in April of 1997. James
Porterfield III, NRI's controller, will continue to be responsible on a
day-to-day basis for the maintenance of the Company's financial records, the
preparation of the Company's financial statements and the preparation of the
Company's filings with the Securities and Exchange Commission.

"We are sorry to see Messrs. Gustafson and Brogan leave," said Mr. Anthony.
"They have been instrumental in helping NRI achieve its recent successes and we
wish them well. At the same time, we are excited about the future and the
expertise, skills and contacts that Jim Shepperd brings to NRI."

The National Registry Inc., based in Tampa, Florida brings the Power of
Biometric Identification(TM) to business and government. The Company provides
cost-effective multi-biometric technology to verify individual identity, to
protect business and personal information, and to replace passwords and PINs in
order to safeguard and simplify access to electronic systems and enable new
online services for customers. NRI's Secure Authentication Facility (SAF) suite
of multi-biometric network security products delivers enterprise-level secure
access control to a range of software platforms and network applications,
including Microsoft(R) Windows NT(R) and Internet Information Server(R) and
Computer Associates Unicenter(R)


                                     5

<PAGE>


TNG(TM) and its Single Sign-On(TM) option. Further information is available
through NRI's World Wide Web Site at http://www.nrid.com.

CONTACT: Jeff Anthony of The National Registry Inc., 813-636-0099



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