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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): FEBRUARY 27, 1997
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MICRONICS COMPUTERS, INC.
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(Exact name of Registrant as Specified in its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation)
<TABLE>
<S> <C>
0-19272 77-0132288
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(Commission File Number) (I.R.S. Employer Identification Number)
</TABLE>
45365 NORTHPORT LOOP WEST, FREMONT, CALIFORNIA 94538
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(Address of Principal Executive Offices, Including Zip Code)
(510) 651-2300
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(Registrant's Telephone Number, Including Area Code)
221 EAST WARREN AVENUE, FREMONT, CALIFORNIA 94539
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5: OTHER EVENTS
The Annual Meeting of the Stockholders of Micronics Computers, Inc.
(the "Company") was held on February 27, 1997 in Fremont California. Of the
13,979,077 shares of the Company's Common Stock outstanding as of the record
date, 11,571,835 shares were present or represented by proxy at the meeting.
The following matters were submitted to a vote of the stockholders:
(1) To elect the following to serve as a Director of the Company:
<TABLE>
<CAPTION>
Votes For Votes Abstaining
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<S> <C> <C>
Shanker Munshani 9,484,524 2,087,311
William Earle Shelander 9,465,288 2,106,547
Diane Simon 9,279,508 2,292,327
</TABLE>
(2) To ratify the selection of KPMG Peat Marwick LLP as independent
accountants for the Company for the fiscal year ending September 30,
1997:
<TABLE>
<S> <C>
Votes for: 10,198,545
Votes against: 1,284,642
Votes abstaining: 88,648
</TABLE>
The proposal carried. The vote required was a majority of the shares
of Common Stock present at the meeting in person or by proxy (without
counting broker non-votes toward the vote required) or at least
5,785,918 shares of the Company's Common Stock.
(3) To consider a stockholder recommendation to the Board of Directors of
the Company that the Board of Directors take the steps necessary to
achieve a sale or cash merger of the Company on terms that will
maximize values as promptly as possible:
<TABLE>
<S> <C> <C> <C>
Votes for: 4,054,630 Votes abstaining: 110,740
Votes against: 2,573,500 Broker non-votes: 4,832,965
</TABLE>
The stockholder recommendation carried. The vote required was a
majority of the shares of Common Stock present at the meeting in
person or by proxy (without counting broker non-votes toward the vote
required) or at least 3,369,436 shares of the Company's Common Stock.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Business Acquired. Not Applicable.
(b) Pro Forma Financial Information. Not Applicable.
(c) Exhibits. Not Applicable.
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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 thereunto duly authorized.
Date: March 5, 1997 MICRONICS COMPUTERS, INC.
By: /s/ Shanker Munshani
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Shanker Munshani,
President
