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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): November 20, 1998
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LEC TECHNOLOGIES, INC.
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(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 0-18303 11-2990595
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(State or Other Jurisdiction (Commission File Number) (IRS Employer Ident. No.)
of Incorporation)
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6540 South Pecos Road, Suite 103, Las Vegas, Nevada 89120
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(Address of Principal Executive Offices) (Zip Code)
(702) 454-7900
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Registrant's telephone number, including area code
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Item 1. Changes in Control of Registrant.
On November 20, 1998, Ronald G. Farrell ("Farrell") became the Chairman
of the Board and Chief Executive Officer of LEC Technologies, Inc. (the
"Company"). Farrell is the principal stockholder of Golf Entertainment, Inc.
("GEI").
Pursuant to a Subscription Agreement, dated as of November 30, 1998,
the Company will issue and GEI will purchase newly issued Common Stock amounting
to approximately 19% of the shares of the Company's outstanding common stock,
$.01 par value (the "Common Stock"), and will be granted a one year warrant to
purchase Convertible Debentures up to an aggregate principal amount of
$1,429,360, bearing interest at 6% per annum, which will be convertible into up
to an aggregate of 4,764,532 Shares of Common Stock, such conversion being
subject to shareholder approval, for $70,640.
Michael F. Daniels, the former Chairman of the Board and Chief
Executive Officer, will continue to serve as a member of the Board of Directors
and to serve as President of the Company.
Item 7. Exhibits.
99.1 Press Release of LEC Technologies, Inc., dated November 30, 1998.
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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.
LEC TECHNOLOGIES, INC.
(Registrant)
Date: December 4, 1998 By: /s/ Michael F. Daniels
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Michael F. Daniels
President
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EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release of LEC Technologies, Inc., dated November 30,
1998.
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
LEC Technologies Announces Appointment of Ronald G. Farrell
LAS VEGAS, NV, November 30, 1998- LEC Technologies, Inc. (Nasdaq
SmallCap Symbol: LECE) announced today that Ronald G. Farrell has been appointed
Chairman of the Board and Chief Executive Officer of the Company. In connection
with the appointment of Mr. Farrell, the Company will be examining opportunities
in the growing golf and leisure time industry. In addition, Golf Entertainment,
Inc., of which Mr. Farrell is the principal stockholder, will purchase 235,468
shares of the Company's Common Stock for $70,640 and will be granted a one year
warrant to purchase Convertible Debentures in the principal amount of up to
$1,429,360, bearing interest at 6% per annum, which will be convertible into an
aggregate of up to 4,764,532 shares of the Company's Common Stock, such
conversion being subject to shareholder approval. The Convertible Debentures
mature one year from the date of issuance. The Company will retain an investment
banker to explore strategic alternatives, including a sale of part or all of its
present business, in order to maximize shareholder value.
Mr. Farrell is the Chairman and President of R.G. Farrell, Inc. and RGF
Investments, Inc., both founded in 1985, which are engaged in financial
consulting in connection with private placements, public offerings, venture
capital transactions, leveraged buyout and rollup transactions. Mr. Farrell has
experience in agriculture, automotive (wholesale and retail), sports apparel
(design and manufacturing), computer hardware, banking and finance. Michael
Daniels will continue to serve as a member of the Board and to serve as
President of the Company.
This release contains forward looking statements. Any forward looking
statements are based upon assumptions believed by the Company to be reasonable
and attainable, but they are subject to important factors relating to the
Company's operations and business environment, including the ability of the
Company to sell its computer leasing business, to effectively compete in the
leisure time industry and to get shareholder approval for the additional shares
sought by Golf Entertainment, Inc., which may cause the actual results to be
materially different from any future results expressed or implied by such
forward looking statements.
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