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): November 28, 1997
SIMS Communications, Inc.
(Exact name of registrant as specified in its charter)
Delaware 0-25474 65-0-287558
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3333 S. Congress Avenue, Suite 401
Delray Beach, Florida 33445
(Address of principal executive offices)
(Zip Code)
(561) 265-3601
(Registrant's telephone number, including area code)
N/A
(Former name, former address and former fiscal year,
if changed since last report)
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Item 1. Changes in Control of Registrant
Effective November 28, 1997:
(i) Melvin Leiner and Darren Marks resigned as officers and directors
of the Company,
(ii) James Caprio and Donald Marks resigned as officers of the Company,
(iii) David P. Barnhill resigned as a director of the Company,
(iv) Mark Bennett was elected President and Chief Executive Officer of
the Company, and
(v) Michael Mallet was elected Executive Vice President of the
Company.
As a result of the foregoing, the present management of the Company is
as follows:
Name Position
Mark Bennett President, Chief Executive Officer and a Director
Michael Mallet Executive Vice President and a Director
Bruce Schames Chief Financial Officer
Chet Howard Director
George Pursglove Director
Item 5. Other Information
In January 1996 the Company began offering its cellular telephone
activation program to members of the Florida, Louisiana and Mississippi AAA Club
(the "FLM Club"). This program allows a AAA member to receive a free cellular
telephone if the member agrees to a one year service contract with a cellular
telephone carrier. The Company is paid a commission for each service contract
signed by a FLM Club member. This program generated about 38% of the Company's
revenue for the year ending June 30, 1997 and operated at a gross profit of
approximately $527,000 for the year ending June 30, 1997. On or about November
13, 1997, the Company received notice from the FLM Club that (i) effective
October 1, 1997 the Louisiana and Mississippi members of the FLM Club were
transferred to the Automobile Club of Missouri and (ii) effective January 1,
1998 the Florida members of the FLM Club will be transferred to the AAA Auto
Club South. The Company is currently considering whether to pursue negotiations
with the Automobile Club of Missouri and the AAA Auto Club South with a view to
continuing its cellular telephone activation program in its present form or in
some modified format. The Company is also considering its legal and other
options.
<PAGE>
At October 3l, l997, the Company had l8 ACDC units in operation, nine
of which were located at various offices of a national can rental agency. On
November l9, l997 the Company's agreement with the car rental agency was
terminated. As a result of the termination of this agreement, the Company plans
to remove its ACDC units from the offices of the car rental agency. The Company
also plans to remove its nine other ACDC Units from their locations in the field
and to generally discontinue the rental of cellular telephones.
Item 7. Financial Statements and Exhibits
No Financial statements or exhibits are filed with this report.
<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 hereunto duly authorized.
DATE: December 2, 1997 SIMS COMMUNICATIONS, INC.
By /s/ Mark Bennett
Mark Bennett, President
