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
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Date of Report (Date of earliest event reported): March 28,2000
Saf T Lok Incorporated
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(Exact name of registrant as specified in its charter)
Florida 1-11968 65-0142837
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(State or other jurisdiction (Commission File (IRS Employer
or incorporation) Number) Identification No.)
1101 Northpoint Parkway, West Palm Beach, FL 33207
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code (561) 478-5625
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
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On March 28, 2000, Saf T Lok Incorporated (the "Company") and Franklin
W. Brooks were served with a complaint in a civil action filed in the United
States District Court for the Western District of Pennsylvania under the caption
Winner Holding LLC, Winner Club LLC and James E. Winner, Jr. (collectively,
"Winner") v. Saf T Lok Incorporated and Franklin W. Brooks (Case No. 00-610).
Winner's complaint alleges, among other things, that the Company, Mr.
Brooks and Winner participated in discussions with respect to a possible
business combination and that those discussions, as well as correspondence and
memoranda exchanged by the parties, resulted in a binding agreement for a merger
of Winner and the Company and further alleges that the Company and Mr. Brooks
had a duty to negotiate the terms of definitive agreements and to submit the
matter to the Company's shareholders for approval, presumably irrespective of
whether the Company's board viewed the transaction as fair to the Company's
shareholders. Winner alleges that the Company breached the purported agreement
and purports to allege causes of action for breach of contract, fraud, negligent
misrepresentation and breach of duty to negotiate in good faith, and seeks
compensatory damages in excess of $75,000 for each cause of action. Winner is
also seeking a permanent injunction preventing the Company from being acquired
by another party, as well as punitive damages of at least $5,000,000.
The Company intends to defend the suit vigorously, and believes that
recent documents make plain that the Company has incurred no legal obligation to
Winner. Moreover, the Company believes that the requested injunctive relief
would be strongly contrary to the public interest.
The Company has notified its insurance carriers of the filing of the
Complaint to determine whether such carriers will provide either indemnity or a
defense. Pursuant to its Articles of Incorporation, the Company will provide Mr.
Brooks counsel and indemnify him in connection with the action.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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None.
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SIGNATURE
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.
SAF T LOK INCORPORATED
By: /s/ Franklin W. Brooks
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Franklin W. Brooks
Chief Executive Officer
Dated: April 4, 2000
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