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): March 1, 2000
LASER TECHNOLOGY, INC
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-11642 84-0970494
(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
7070 SOUTH TUCSON WAY, ENGLEWOOD, COLORADO 80112
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(303) 649-1000
FORM 8-K
Item 5. Other Events
(a) On March 1, 2000, Laser Technology, Inc. (the "Company")
released for public dissemination the following Press Release,
presented in its entirety:
******
Laser Technology Announces Resignations of Chief Executive Officer
and Chairman of Board
Annual Meeting Postponed Until April 20, 2000
ENGLEWOOD, Colo., March 1 /PRNewswire/ Laser
Technology, Inc. (Amex: LSR), a leading designer, manufacturer
and marketer of pulse laser measuring instruments and systems,
today announced that Blair Zykan, its President and Chief
Executive Officer, and Edwin Phelps, an outside director and
Chairman, have submitted their resignations to the Company's
Board of Directors. In addition, the Company announced that
its Annual Meeting has been rescheduled for April 20, 2000, to
allow time for new directors to be proposed and proxies to be
mailed to shareholders.
The Company's Board of Directors filed a definitive proxy
statement with the Securities and Exchange Commission on
January 20, 2000, nominating for re-election its current Board
of Directors, consisting of three officers of, the Company
(Mr. Zykan; Brian Abeel, its Chief Financial Officer; and
Jeremy Dunne, its Vice President), and three non-officer
directors (Mr. Phelps, Steven Bamberger and DeWorth Williams,
the Company's largest shareholder).
On February 23, 2000, a shareholder group comprised of
Mr. Williams and several other shareholders filed a proxy
statement with the SEC proposing that Messrs. Phelps and
Bamberger be replaced by two nominees named in the second
proxy, Nicholas J. Cooney, Esq. and William P. Behrens. In
his resignation letter, Mr. Zykan stated, among other things,
that he was opposed to the proposal contained in the second
proxy statement and if that proxy effort were successful, he
did not believe, he would be able to effectively operate the
Company's business.
Mr. Zykan's resignation as President and CEO will be
effective March 3, 2000. He has also resigned his position on
the Company's Board of Directors, effective February 28, 2000.
Mr. Phelps joined Laser Technology's Board of Directors
on March 11, 1999 and was elected Chairman of the Board on
October 8, 1999. His resignation from the Board will be
effective March 10, 2000.
The Board of Directors will meet within the next two
weeks to appoint new outside directors and address the
Company's internal vacancies. The Company's Annual Meeting,
which was previously scheduled for March 16, 2000, has been
postponed, in order that new Board members may be proposed and
new proxies mailed to shareholders. All shareholders of
record on March 21, 2000 will be entitled to vote on the new
slate of directors. The rescheduled Annual Meeting will be
held on April 20, 2000 at 10:00 a.m. (MST) at the Company's
corporate offices, which are located at 7070 S. Tucson Way in
Englewood, Colorado (80112).
Laser Technology, Inc. manufactures and markets laser-
based speed and distance measuring instruments which utilize
proprietary technology developed by the Company. Its products
are sold worldwide and are used in a wide variety of
applications, including traffic speed enforcement, natural
resource management, GIS mapping, surveying,
sporting/recreational activities, and industrial process
control. The Company's headquarters and primary manufacturing
facilities are located in Englewood, Colorado, and its common
stock traded on the American Stock Exchange under the ticker
symbol "LSR".
This press release includes statements which may
constitute "forward-looking" statements, usually containing
the words "believe," "project," "expect" or similar
expressions. Any forward-looking statements in this release
are made pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Investors
are cautioned forward-looking statement inherently involve
risks and uncertainties that could cause actual results to
differ materially from such forward-looking statements.
Factors that could cause or contribute to such differences
include, but are not limited to, continued acceptance of the
Company's products and services in the marketplace,
competitive factors, new products and technological
developments, dependence upon third-party vendors, and other
risks detailed in the Company's periodic report filings with
the Securities and Exchange Commission. By making these
forward-looking statements, the Company undertakes no
obligation to update these statements for revisions or changes
after the date of this release.
For further information, please contact: Brian Abeel,
CFO, or Maggie Urban-Phillips, Investor Relations at (303)
649-1000, or R. J. Falkner & Company, Investor Relations
Counsel at (800) 377-9893 or via e-mail at [email protected].
(b) On March 3, 2000, Laser Technology, Inc. (the "Company")
released for public dissemination the following Press Release,
presented in its entirety:
******
Laser Technology Announces Resignations Of Chief Financial
Officer and Board Member
ENGLEWOOD, Colo., March 3 /PRNewswire/ .. Laser
Technology, Inc. (Amex: LSR), a leading designer, manufacturer
and marketer of pulse laser measuring instruments and systems,
today announced that Brian Abeel, its Executive Vice President
and Chief Financial Officer, and Steven Bamberger, an outside
director, have submitted their resignations to the Company's
Board of Directors.
Mr. Abeel's resignation as Executive Vice President and
CFO will be effective May 1, 2000. He has also resigned his
position as a director and Secretary on the Company's Board of
Directors, effective March 2, 2000.
Mr. Bamberger joined Laser Technology's Board of
Directors on April 9, 1999. His resignation from the Board
was effective March 2, 2000. Ed Phelps, an outside director
who resigned effective March 10, 2000, has since changed the
effective date of his resignation to March 2, 2000. Mr.
Bamberger and Mr. Phelps were both members of the audit
committee.
The Board of Directors will meet within the next two
weeks to appoint new outside directors and address the
Company's internal vacancies. The Company's Annual Meeting,
Mich was previously scheduled for March 16, 2000, has been
postponed to April 20, 2000, in order that new Board members
may be proposed and new proxies mailed to shareholders.
Laser Technology, Inc. manufactures and markets laser-
based speed and distance measuring instruments which utilize
proprietary technology developed by the Company. Its products
are sold worldwide and are used in a wide variety of
applications, including traffic speed enforcement, natural
resource management, GIS mapping, surveying,
sporting/recreational activities, and industrial process
control. The Company's headquarters and primary manufacturing
facilities are located in Englewood, Colorado, and its common
stock traded on the American Stock Exchange under the ticker
symbol "LSR".
This press release includes statements which may
constitute "forward-looking" statements, usually containing
the words "believe," "project," "expect" or similar
expressions. Any forward-looking statements in this release
are made pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Investors
are cautioned forward-looking statement inherently involve
risks and uncertainties that could cause actual results to
differ materially from such forward-looking statements.
Factors that could cause or contribute to such differences
include, but are not limited to, continued acceptance of the
Company's products and services in the marketplace,
competitive factors, new products and technological
developments, dependence upon third-party vendors, and other
risks detailed in the Company's periodic report filings with
the Securities and Exchange Commission. By making these
forward-looking statements, the Company undertakes no
obligation to update these statements for revisions or changes
after the date of this release.
For further information, please contact: Brian Abeel,
CFO, or Maggie Urban-Phillips, Investor Relations at (303)
649-1000, or R. J. Falkner & Company, Investor Relations
Counsel at (800) 377-9893 or via e-mail at [email protected].
(c) On March 7, 2000, Laser Technology, Inc. (the "Company")
released for public dissemination the following Press Release,
presented in its entirety:
******
Laser Technology Appoints New Board Member and Corporate Officer
ENGLEWOOD, Colo., March 7 /PRNewswire/ .. Laser
Technology, Inc. (Amex: LSR), a leading designer, manufacturer
and marketer of pulse laser measuring instruments and systems,
today announced that the Company's Board of Directors has
taken immediate steps to ensure continuity of internal
management and to strengthen its outside director group.
These steps are aimed at further supporting the return to
profitability achieved during the quarter ended December 31,
1999. At the Board of Directors meeting held on Friday, March
3, 2000, William P. Behrens, Edward F. Cowle and Walter R.
Keay were named to the Board, filling three of four recently
announced vacancies. They join H. DeWorth Williams and Jeremy
Dunne as Directors.
Mr. Behrens is Chief Executive Officer of Investec Ernst
& Company, member of the New York Stock Exchange and other
major exchanges. Mr. Behrens was a member of the American
Stock Exchange nominating committee, is currently an American
Stock Exchange Official, and is Vice Chairman, NASD District
#10 Business Conduct Committee.
Mr. Cowle for the past five years has engaged in
financial public relations for a number of publicly held
companies. He was previously Senior Vice President-
Investments, of Paine Webber, members NYSE.
Mr. Keay was formerly President of Knickerbocker
Securities, Inc., member of the National Association of
Securities Dealers. His firm was the original underwriter of
Laser Technology, Inc., prior to its listing on the American
Stock Exchange. Mr. Keay was formerly a Director of Laser
Technology, Inc. in 1993. He is currently President of
Knickerbocker Capital, Inc., an investment banking consulting
firm.
The Board expressed its opinion that these additions will
aid Laser in its pursuit of growth, both internally and
through acquisition, and will add a high degree of
professionalism in order to bolster the Company's credibility
and relationships with its shareholders and within the
investment community. The Board of Directors subsequently
appointed Eric Miller as President and Chief Executive Officer
of Laser Technology, Inc., and Roosevelt Rogers as Vice
President. Mr. Miller has been employed by the Company for
eleven years and has been Engineering Manager for the past six
years. Mr. Rogers has been employed at the Company for over
three years and is currently General Sales Director for Laser
Technology.
A Board of Directors meeting will be held this week to
appoint one additional outside director, to set an agenda for
exploring further additions or changes in the management
structure, and to implement a program to create a better flow
of information to shareholders.
Laser Technology, Inc. manufactures and markets laser-
based speed and distance measuring instruments which utilize
proprietary technology developed by the Company. Its products
are sold worldwide and are used in a wide variety of
applications, including traffic speed enforcement, natural
resource management, GIS mapping, surveying,
sporting/recreational activities, and industrial process
control. The Company's headquarters and primary manufacturing
facilities are located in Englewood, Colorado, and its common
stock traded on the American Stock Exchange under the ticker
symbol "LSR".
This press release includes statements which may
constitute "forward-looking" statements, usually containing
the words "believe,""project," "expect" or similar
expressions. Any forward-looking statements in this release
are made pursuant to the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1995. Investors
are cautioned forward-looking statements inherently involve
risks and uncertainties that could cause actual results to
differ materially from such forward-looking statements.
Factors that could cause or contribute to such differences
include, but are not limited to, continued acceptance of the
Company's products and services in the marketplace,
competitive factors, new products and technological
developments, dependence upon third-party vendors, and other
risks detailed in the Company's periodic report filings with
the Securities and Exchange Commission. By making these
forward-looking statements, the Company undertakes no
obligation to update these statements for revisions or changes
after the date of this release.
Item 7. Financial Statements and Exhibits.
None of the resigning directors set forth in Item 5 above made
a request to the Company that matters related to their resignations
be disclosed. Accordingly, no exhibits are included herewith
<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 thereunto duly authorized.
Date: March 7, 2000 LASER TECHNOLOGY, INC.
By: /S/ Eric Miller
Eric Miller, President
