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): December 17, 1996
Associated Technologies
(Exact Name of Registrant as Specified in its Charter)
Nevada
(State or other Jurisdiction of Incorporation)
33-55254-45 87-0485306
(Commission File Number) (IRS Employer
Identification Number)
1204 Third Avenue, Suite 172, New York, NY 10021
(Address of Principal Executive Offices) (Zip Code)
(212) 988-0394
(Registrant's Telephone Number,
Including Area Code)
<PAGE>
Item 1 Change of Control
There has been no change of control stemming from the issue or
transfer of the Registrant's securities, however companies associated
with a Director, Alan J. Gallagher have committed to certain funding
of the Registrant's operations.
Item 2 Not Applicable
Item 3 Not Applicable
Item 4 Not Applicable
Item 5 Not Applicable
Item 6 Resignation of Registrant's Directors
Neil Alan Green resigned as a Director, President and CEO on December
17, 1996. David Spencer Stevens resigned as a Director, CFO, Secretary
and Treasurer on December 17, 1996. Alan James Gallagher was appointed
a Director and President on December 17, 1996. Deryck Fletcher Gow
Graham was appointed a Director and Vice President on December 17,
1996. Leonard Noel McDowall an existing Director was appointed CFO,
Secretary and Treasurer on December 17, 1996. Copies of the letters of
resignation of Messrs Green and Stevens are attached. Copy of recently
issued Press Release is attached.
Item 7 Not Applicable
Item 8 Not Applicable
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorised.
ASSOCIATED TECHNOLOGIES
By: /s/ Alan James Gallagher
Alan James Gallagher, President
Dated: February 10, 1997
<PAGE>
Neil A. Green
Level 2,
55 Hunter Street
Sydney NSW 2000
17th December, 1996
The Directors
Associated Technologies
1204 Third Avenue,
Suite 172,
New York, NY 10021
Dear Sirs,
I have been informed that the Main Camp group of companies, who had originally
committed to the funding of Associated Technologies' operating subsidiary,
Ogenic Technologies Pty Limited, is now once again prepared to commit to the
funding on the condition that their representatives control the composition of
the Board. In addition, Main Camp has committed to the funding of a Research and
Development programme to replace the Leisure and Allied sponsored programme
which has now been terminated, and for which it has been paid in advance.
Accordingly, and to facilitate the above, it is with regret that I hereby tender
my resignation as a Director and President of the company, with immediate
effect.
Yours faithfully
/s/ Neil A. Green
Neil A. Green
<PAGE>
David S. Stevens
Level 2,
55 Hunter Street
Sydney NSW 2000
17th December, 1996
The Directors
Associated Technologies
1204 Third Avenue,
Suite 172,
New York, NY 10021
Dear Sirs,
I have been informed that the Main Camp group of companies, who had originally
committed to the funding of Associated Technologies' operating subsidiary,
Ogenic Technologies Pty Limited, is now once again prepared to commit to the
funding on the condition that their representatives control the composition of
the Board. In addition, Main Camp has committed to the funding of a Research and
Development programme to replace the Leisure and Allied sponsored programme
which has now been terminated, and for which it has been paid in advance.
Accordingly, and to facilitate the above, it is with regret that I hereby tender
my resignation as a Director and Secretary/Treasurer of the company, with
immediate effect.
Yours faithfully
/s/ David S. Stevens
David S. Stevens
<PAGE>
Associated Technologies Update
News from Associated Technologies Investor Relations
Contacts: George Demakos - Select Media, 516-333-1155 OTC: ASCT
Associated Technologies Appoints Alan J. Gallagher President
Company Also Names Deryck F. Graham Vice President and Director
NEW YORK, NY--January 16, 1997--Associated Technologies [ASCT] a global
technology holding company, based in Australia, with offices in New York,
announced today the appointment of Mr. Allan J. Gallagher as President and
Director. Mr. Gallagher replaces the resigning Mr. Neil Green. Mr. Gallagher is
an attorney and accountant. He is also the Managing Director of Main Camp
Limited, a specialty high technology venture funding organization, which has
invested nearly $1 million [US] into Associated Technologies. Main Camp, the
private Australian investment operation, has funded over $200 million into
specialized projects since 1995.
The Company also named Mr. Deryck F. Graham to Vice President and Director
of the Company. In addition to these responsibilities as Vice President, Mr
Graham will hold, concurrently, the position of Managing Director of Ogenic
Technologies Pty Ltd., [OTPL], a wholly owned subsidiary of Associated
Technologies. Mr. Graham will spearhead the marketing effort of OTPL's
proprietary digital playout, scheduling and editing radio broadcast suite
Virtuoso (TM) which is currently installed in the Singapore and Hong Kong
Government's broadcasting station.
OTPL has been invited to apply for the Australian Industry Research and
Development Board's grant for $2.1 million to use the Virtuoso system in the
development of a Virtual Interactive Radio Station. The grant development
program lasts 24 months and entails the programming of a suite of products
enabling audio broadcasters to automate every facet of broadcast radio
operations including accounts, sales, scheduling, traffic, playout and
demographic library selection. The Company expects the government's R&D
announcements in February 1997 with commencement in March-April 1997.
Associated Technologies also announced that they have dissolved the joint
venture with the Chancellor Group, [CHAG] which has resigned any Associated
Technologies stock received. Associated Technologies announced that Messrs Neil
Green and David Stevens have also resigned their positions on the Company's
Board of Directors.
Associated Technologies, Inc. is a public company, trading under the symbol
ASCT with 2.1 million shares outstanding. As an Australian-based, international
holding company, it focuses on high technology acquisitions and initiatives.
Company Contacts:
George Demakos- Select Media Ltd.
57 Kinkel Street, Ste. 100 - Westbury, NY 11590 -Tel 516-333-1155
Deryck Graham - Ogenic Technologies Pty Ltd. - 34 Great Eastern Highway
So. Guildford, Western Australia 6055 - Tel. 011-619-479-1711
<PAGE>
Associated Technologies Update
News from Associated Technologies Investor Relations
Contacts: George Demakos - Select Media, 516-333-1155 OTC: ASCT
Media: Anthony DiMaio - Anthem Communications 212-943-8998
Associated Technologies Receives $4.7 Million Fund Raising
Commitment From Main Camp
To Fund First Virtual Interactive Radio Station
NEW YORK, NY--January 30, 1997--Associated Technologies, Inc. [OTC:ASCT] a
global technology holding company based in Australia with offices in New York,
announced today that the Company has received a $4.7 million fund raising (US)
commitment from Main Camp Limited. The proceeds will be used to launch the suite
of interactive technologies to create the first Virtual Interactive Radio
Station. The Company's Virtuoso(TM), a proprietary digital personal computer
playout system, will schedule and edit radio broadcasts. The Virtuoso
interactive technologies was developed by Ogenic Technologies Pty Ltd., a wholly
owned subsidiary of Associated Technologies, which as been in the radio
equipment broadcasting business for 21 years. The suite of technologies will be
marketed as the Virtual Interactive Radio Station, and will include additional
application technologies intended for the entertainment industry and interactive
music selling.
Main Camp, the private Australian investment operation, has funded over $200
million into specialized projects since 1992. Main Camp Limited, has invested
nearly $1 million (US) into Associated Technologies and is a major shareholder
of Associated Technologies.
Upon immediate provision of these funds ASCT will make application for
admittance to the NASD - The Small Capitalization Board.
Associated Technologies is a public company, trading under the symbol ASCT with
2.1 million shares outstanding. As an Australian-based, international holding
company, it focuses on high technology acquisitions and initiatives.
Company Contacts:
George Demakos - Select Media Ltd. - 57 Kinkel Street, Ste 100
Westbury, NY 11590 - Tel. 516-333-1155
Deryck Graham - Ogenic Technologies Pty. Ltd. - 34 Great Eastern Highway
So. Guildford, Western Australia 6005 - Tel 011-619-479-1711
