<PAGE> 1
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) August 8, 1996
Wilshire Technologies, Inc.
(Exact Name of Registrant as Specified in charter)
California 0-20866 33-0433823
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation File Number) Identification No.)
5441 Avenida Encinas, Suite A Carlsbad, California 92008
(Address of Principal Executive Offices)
Registrant's telephone number, including area code (619) 929-7200
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Item 5. Other Events.
At the August 8, 1996 meeting of the Board of Directors of
Wilshire Technologies, Inc. ("Wilshire or "the Company") Mr. Stephen
P. Scibelli, Jr., the Company's President and Chief Executive
Officer tendered his resignation from such offices and as a director
of the Company, effective September 9, 1996. Mr. Scibelli will be
an advisor to the Company for the six months commencing
September 9, 1996.
Mr. William J. Hopke, a director of the Company for four
years, was elected as President, Chief Executive Officer and
Chairman of the Board effective September 9, 1996. Mr. Hopke is
currently the Chief Operating Officer of Trilon Dominion Partners,
LLC, the holder of 72% of the common stock of Wilshire.
At the same Board meeting Mr. Charles H. Black resigned as a
director since he has reached the mandatory retirement age. The vacancy on the
Board was filled by the election as a director of Mr.
Jack Hunter, President of Hunter Capital.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) Financial Statements of Businesses Acguired.
None
(b) Pro Forma Financial Information.
None
(c) Exhibits.
Exhibit 3(i)(a) Restated Articles of Incorporation filed in
the office of the Secretary of State of
California on May 24, 1996.
Exhibit 3(i)(b) Certificate of Amendment of Articles of
Incorporation filed in the office of the
Secretary of State of California on June 10,
1996.
Exhibit 99(a) Press Release dated August 12, 1996.
Exhibit 99(b) Description of Capital Stock of
Wilshire Technologies, Inc.
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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 hereunto duly authorized.
WILSHIRE TECHNOLOGIES, INC.
August 14, 1996 By /s/ JAMES W. KLINGLER
---------------------
James W. Klingler
Chief Financial Officer
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
Exhibit 3(i)(a) Restated Articles of Incorporation
filed in the office of the
Secretary of State of California on May 24, 1996.
Exhibit 3(i)(b) Certificate of Amendment of
Articles of Incorporation filed
in the office of the Secretary
of State of California on June 10,
1996.
Exhibit 99(a) Press Release dated August 12, 1996
Exhibit 99(b) Description of Capital Stock of
Wilshire Technologies, Inc.
</TABLE>
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<PAGE> 1
RESTATED
ARTICLES OF INCORPORATION
STEPHEN P. SCIBELLI, JR. and JAMES W. KLINGLER certify that:
1. They are the President and Secretary, respectively, of
WILSHIRE TECHNOLOGIES, INC., a California corporation (the "Corporation").
2. The articles of incorporation of the Corporation are
amended and restated to read as follows:
"I.
The name of the Corporation is WILSHIRE TECHNOLOGIES, INC.
II.
The purpose of the Corporation is to engage in any
lawful act or activity for which a corporation may be organized under
the General Corporation Law of California other than the banking
business, the trust company business or the practice of a profession
permitted to be incorporated by the California Corporations Code.
III.
The total number of shares of stock which the
Corporation has authority to issue is 22,000,000 shares, consisting of:
(1) 2,000,000 shares of undesignated preferred stock
(the "Undesignated Preferred"); and
(2) 20,000,000 shares of common stock (the "Common
Stock").
UNDESIGNATED PREFERRED
The Undesignated Preferred may be issued from time to
time in such manner of series as the Board of Directors may determine.
The Board of Directors is authorized to determine and alter the rights,
preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of Undesignated Preferred and to fix the number
of shares of any series of Undesignated Preferred and the designation
of any such series of Undesignated Preferred. The Board of Directors,
within the limits and restrictions stated in any resolution or
resolutions originally fixing the number of shares constituting any
series, may increase or decrease (but
EXHIBIT 3(i)(a)
<PAGE> 2
not below the number of shares of such series then outstanding) the
number of shares of any series subsequent to the issuance of shares of
that series. The authority of the Board of Directors with respect to
each series of Undesignated Preferred shall include, but not be limited
to, the determination of the following:
(a) Dividends. The dividends to be paid on
the shares of such series, the conditions on and the times at which
such dividends shall be paid, whether dividends shall be cumulative,
and, if so, from which date or dates, and the relative rights of
priority, if any, with respect to the payment of dividends on the
shares of such series;
(b) Voting Rights. Whether the shares of
such series shall have full, limited or no voting rights (other than
the voting rights provided by law) and, if so, the terms of such voting
rights.
(c) Convertibility. Whether the shares of
such series shall be convertible into, or exchangeable for, at the
option of either the holder or the Corporation or upon the happening of
a specified event, shares of any other series or class and, if so, the
terms and conditions of such conversion or exchange, including the
price or prices or rate or rates of exchange and the adjustments
thereto;
(d) Rights on Dissolution. The rights of the
shares of such series in the event of the voluntary or involuntary
liquidation, dissolution or distribution of the assets of the
corporation if any; and
(e) Other Rights. Any other rights,
preferences, privileges or restrictions of the shares of such series.
IV.
The liability of the directors of the Corporation for
monetary damages shall be eliminated to the fullest extent permissible
under California law.
V.
The Corporation may provide by Bylaw, agreement or
otherwise for the indemnification of agents (as defined in Section 317
of the California Corporations Code) to the fullest extent permissible
under California law."
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3. The foregoing amendment and restatement of articles
of incorporation has been duly approved by the board of directors.
4. The foregoing amendment and restatement of articles of
incorporation does not require shareholder approval since the amendment and
restatement only reflect an elimination of authorized shares set forth in
Section 510(b)(1)(A) of the Corporations Code.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this certificate are true
and correct of our own knowledge.
Date: May 20, 1996 /s/ Stephen P. Scibelli, Jr.
------------------------------
Stephen P. Scibelli, Jr.
President
/s/ James W. Kingler
------------------------------
James W. Klingler
Secretary
<PAGE> 1
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
Stephen P. Scibelli, Jr. and James W. Klingler certify that:
1. They are the President and the Secretary, respectively, of
Wilshire Technologies, Inc., a California corporation.
2. Article III of the Articles of Incorporation of this
corporation is amended to read as follows:
" III.
The total number of shares of stock which the
Corporation has authority to issue is 52,000,000 shares, consisting of:
(1) 2,000,000 shares of undesignated preferred stock
(the "Undesignated Preferred"); and
(2) 50,000,000 shares of common stock (the "Common
Stock").
UNDESIGNATED PREFERRED
The Undesignated Preferred may be issued from time to
time in such manner of series as the Board of Directors may determine.
The Board of Directors is authorized to determine and alter the rights,
preferences, privileges and restrictions granted to or imposed upon any
wholly unissued series of Undesignated Preferred and to fix the number
of shares of any series of Undesignated Preferred and the designation
of any such series of Undesignated Preferred. The Board of Directors,
within the limits and restrictions stated in any resolution or
resolutions originally fixing the number of shares constituting any
series, may increase or decrease (but not below the number of shares of
such series then outstanding) the number of shares of any series
subsequent to the issuance of shares of that series. The authority of
the Board of Directors with respect to each series of Undesignated
Preferred shall include, but not be limited to, the determination of
the following:
(a) Dividends. The dividends to be paid on
the shares of such series, the conditions on and the times at which
such dividends shall be paid, whether dividends shall be cumulative,
and, if so, from which date or dates, and the relative rights of
priority, if any, with respect to the payment of dividends on the
shares of such series;
EXHIBIT 3(i)(b)
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(b) Voting Rights. Whether the shares of
such series shall have full, limited or no voting rights (other than
the voting rights provided by law) and, if so, the terms of such voting
rights.
(c) Convertibility. Whether the shares of
such series shall be convertible into, or exchangeable for, at the
option of either the holder or the Corporation or upon the happening of
a specified event, shares of any other series or class and, if so, the
terms and conditions of such conversion or exchange, including the
price or prices or rate or rates of exchange and the adjustments
thereto;
(d) Rights on Dissolution. The rights of the
shares of such series in the event of the voluntary or involuntary
liquidation, dissolution or distribution of the assets of the
corporation if any; and
(e) Other Rights. Any other rights,
preferences, privileges or restrictions of the shares of such series."
3. The foregoing amendment of Articles of Incorporation has
been duly approved by the board of directors.
4. The foregoing amendment of Articles of Incorporation has
been duly approved by the required vote of shareholders in accordance with
Section 902, Corporations Code. The total number of outstanding shares of the
corporation is 12,931,885. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was more
than 50%.
We further declare under penalty of perjury under the laws of
the State of California that the matters set forth in this certificate are true
and correct of our own knowledge.
DATE: May 28, 1996 /s/ Stephen P. Scibelli, Jr.
------------------------------
Stephen P. Scibelli, Jr.
President
/s/ James W. Klingler
------------------------------
James W. Klingler
Secretary
<PAGE> 1
WILSHIRE TECHNOLOGIES, INC. ELECTS CEO
CARLSBAD, CALIFORNIA, AUGUST 12, 1996 - Wilshire Technologies, Inc. (AMEX:WIL)
announced today that the Board of Directors has elected William J. Hopke as
Chairman and C.E.O. Mr. Hopke has been a Director of the company for 4 years and
is currently Chief Operating Officer of Trilon-Dominion Partners, LLC, which
holds 72% of the outstanding common stock of Wilshire Technologies. Stephen
Scibelli, CEO for the past two and a half years, will continue as an advisor to
the company for six months with emphasis on the glove and clean room business.
In addition, Jack Hunter, President of Hunter Capital, was appointed Director;
he will replace Charles H. Black, who reached mandatory retirement age.
"Steve has been clearly successful in establishing and motivating a highly
qualified management team as well as focusing Wilshire's basic business towards
the clean room industry, utilizing the Company's proprietary foam technology.
His desire to pursue other challenges at this time is in keeping with his
entrepreneurial orientation," Hopke stated. "Because of his efforts, Trilon
Dominion's Board feels that my direct involvement with the Company will
demonstrate Trilon's continued management and financial commitment to Wilshire's
growth and progress," he added.
Wilshire Technologies develops, manufactures and markets engineered polymer
products for industrial clean room use.
For further information, contact Tom Dean of the Company's public relations
firm, Innovative Research Associates, at (212) 421-2545.
EXHIBIT 99(a)
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DESCRIPTION OF CAPITAL STOCK
General
The Company's authorized capital stock consists of 50,000,000
shares of Common Stock, no par value, and 2,000,000 shares of undesignated
Preferred Stock. As of August 10, 1996 there were 12,931,885 shares of Common
Stock outstanding. No Preferred Stock was outstanding.
Common Stock
Subject to preferences that may be applicable to any Preferred
Stock outstanding at the time, the holders of outstanding shares of Common Stock
are entitled to receive dividends out of assets legally available therefor at
such times and in such amounts as the Board of Directors may from time to time
determine. Each shareholder is entitled to one vote for each share of Common
Stock held. The Company's shareholders may each cumulate their votes for the
election of directors so long as at least one shareholder has given notice at
the meeting prior to the voting of that shareholder's intention to cumulate his
votes. The Common Stock is not entitled to preemptive rights and is not subject
to redemption. In the event of liquidation, dissolution or winding-up of the
Company, and subject to the rights of the holders of outstanding shares of
Preferred Stock, if any, the holders of the Common Stock are entitled to receive
pro rata all of the remaining assets of the Company available for distribution
to its shareholders. All shares of Common Stock that are currently outstanding
are fully paid and nonassessable.
Preferred Stock
2,000,000 shares of Preferred Stock are authorized, all of
which are undesignated. The Board of Directors is authorized, subject to any
limitations prescribed by California law, to provide for the issuance of the
undesignated Preferred Stock in one or more series, to establish from time to
time the number of shares to be included in each such series, to fix or alter
the rights, preferences and privileges of the shares of each wholly unissued
series and any restrictions thereon, and to increase or decrease the number of
shares of any such series (but not below the number of shares of such series
then outstanding) without any vote or action by the shareholders. The authority
of the Board of Directors with respect to each series of Preferred Stock
includes the determination of the dividend rights, voting rights, conversion
rights, rights on dissolution and any other rights, preferences, privileges or
restrictions of the shares of such series.
Transfer Agent and Registrar
The Transfer Agent and Registrar of the Common Stock is
American Stock Transfer & Trust Company in Brooklyn, New York.
EXHIBIT 99(b)
