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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 19, 1997
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PHOTRAN CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
Minnesota
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(State or Other Jurisdiction of Incorporation)
000-20731 41-1697628
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(Commission File Number) (I.R.S. Employer Identification No.)
21875 Grenada Avenue, Lakeville, Minnesota 55044
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(Address of Principal Executive Offices) (Zip Code)
(612) 469-4880
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
On March 19, 1997, David E. Stevenson and Kathleen V. Stevenson resigned as
employees, officers and directors of the Registrant, effective immediately.
On March 24, 1997, the Registrant announced the resignations and disclosed
that it has commenced an internal investigation of certain financial and
accounting irregularities and that it has determined that financial results for
certain interim periods may have to be restated.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following exhibit is included with this report on Form 8-K
pursuant to Item 601 of Regulation S-B:
(99) Press Release, dated March 24, 1997, concerning the resignations
of David E. Stevenson and Kathleen V. Stevenson as employees,
officers and directors, the commencement of an internal
investigation, and the announcement of the possibility of a
restatement of financial results for certain interim periods.
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.
PHOTRAN CORPORATION
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(Registrant)
Date: March 24, 1997 By: /s/ Paul T. Fink
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Paul T. Fink
Chief Financial Officer
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EXHIBIT INDEX
Exhibit 99 Press Release, dated March 24, 1997, concerning the resignations
of David E. Stevenson and Kathleen V. Stevenson as employees,
officers and directors, the commencement of an internal
investigation, and the announcement of the possibility of a
restatement of financial results for certain interim periods.
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EXHIBIT 99
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Contact: Paul T. Fink
Chief Financial Officer
Photran Corporation
(612) 469-8840
(612) 469-4886
PHOTRAN CORPORATION CEO RESIGNS
COMPANY MAY RESTATE 1996 INTERIM PERIODS AS PART OF ONGOING INVESTIGATION
BUSINESS AND MARKET FUNDAMENTALS REMAIN SOUND, COMPANY SAYS
Minneaplis, Minnesota. - (March 24, 1997) - Photran Corporation (NASDAQ: PTRN)
today announced the resignation of David E. Stevenson, the company's
president, chief executive officer, and a company director. In addition to
Mr. Stevenson, Kathleen V. Stevenson, corporate secretary and a company
director, also resigned effectively immediately.
The Company is conducting an internal investigation of certain financial
and accounting irregularities. The company said it may restate the interim
results for 1996 upon the conclusion of the investigation. It also expects to
report a loss for the fourth quarter and the fiscal year ended December 31,
1996.
Steven King, a member of the Photran board of directors, said he and his
fellow board members have assumed management responsibility for the company,
aided by Photran's management team. Together, the company's directors have
over 60 years experience heading successful manufacturing companies.
King stated that "the board has taken rapid action based on what we
currently know, and we will update shareholders as soon as our investigation
is completed. Our business fundamentals remain sound, we have solid customer
commitments, and our coating process technology continues to position us well
in the strengthening market for ITO coated glass. The board and our
management team are committed to leveraging Photran's technology and our
assets to profitably grow the business. We have a solid team in place, and we
will be reviewing the management staff to determine what additions might be
required."
Paul Fink, Photran chief financial officer, said the market for ITO
coated glass continues
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to strengthen. He noted that Wintek Corporation, the company's main customer,
last week confirmed its intention to purchase 1 million pieces of ITO coated
glass. In meetings with Photran management, Wintek also confirmed its
commitment to purchase an ITO coating line and to pay Photran to operate that
equipment at the company's Lakeville, Minn., manufacturing facility through
1997. Wintek also indicated its intention to place additional orders for ITO
coated glass in 1997 and 1998, Fink said.
Once the company's investigation is complete, it may restate its
previously issued 1996 interim financial statements. Accordingly, until such
restatements, if any, have been filed with the Securities and Exchange
Commission, those previously issued interim financial statements should not
be relied upon.
Photran and its consultants are diligently working to complete their
investigation as soon as possible.
THIS PRESS RELEASE CONTAINS FORWARD-LOOKING STATEMENTS AS DEFINED IN
SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. THESE
FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS AND UNCERTAINTIES,
INCLUDING THE TIMELY COMPLETION OF CONSTRUCTION AND INSTALLATION OF THE
MANUFACTURING EQUIPMENT FOR WINTEK CORPORATION, THE SELLING PRICE AND MARKET
DEMAND FOR THE COMPANY'S ITO COATED GLASS AND OTHER FACTORS DISCLOSED
THROUGHOUT THE COMPANY'S PREVIOUS FILINGS WITH THE SECURITIES AND EXCHANGE
COMMISSION. THE ACTUAL RESULTS THAT THE COMPANY ACHIEVES MAY DIFFER
MATERIALLY FROM ANY FORWARD-LOOKING STATEMENTS DUE TO SUCH RISKS AND
UNCERTAINTIES. THE COMPANY UNDERTAKES NO OBLIGATION TO REVISE ANY
FORWARD-LOOKING STATEMENTS IN ORDER TO REFLECT EVENTS OR CIRCUMSTANCES THAT
MAY ARISE AFTER THE DATE OF THIS PRESS RELEASE. READERS ARE URGED TO
CAREFULLY REVIEW AND CONSIDER THE VARIOUS DISCLOSURES MADE BY THE COMPANY IN
THIS RELEASE AND IN THE COMPANY'S PAST AND FUTURE REPORTS FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION THAT ATTEMPT TO ADVISE INTERESTED PARTIES
OF THE RISKS AND FACTORS THAT MAY AFFECT THE COMPANY'S BUSINESS AND RESULTS
OF OPERATIONS.
Photran Corporation develops, manufactures and markets high performance
optical and electrically conducive thin film coated products using a
proprietary process technology known as Fuzion-TM- planar magnetron
sputtering. The Company produces products for the flat panel display industry.
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