SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): March 27, 1997
AIM GROUP, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 33-82468 13-3773537
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
2001 West Sample Road, Suite 300
Pompano Beach, Florida 33064
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (954)972-9339
Not Applicable
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(Former name or former address, if changed since last report)
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Item 1. Change in Control of Registrant.
On March 27, 1997, shareholders of AIM Group, Inc. (the "Company") owning
2,200,200 shares of the Company's common stock, par value $.01 per share, (the
"Common Stock") representing 55.28% of the Company's outstanding shares of
Common Stock, delivered signed copies of a shareholders' consent (the
"Consents") calling for a change in the members of the Board of Directors of
the Company, effective immediately, to serve until their successors are duly
elected at an Annual Meeting of Shareholders expected to be held later this
year. The Delaware General Corporation Law (the "Delaware Law") provides that
directors may be removed and/or elected without a shareholders' meeting,
without prior notice and without a vote, if written consents setting forth the
action taken are signed by the holders of at least a majority of the
outstanding shares and are delivered to the Company in accordance with Section
228 of the Delaware Law.
Pursuant to the Consents, the following persons were elected to serve as
members of the Company's Board of Directors:
Paul R. Arena
James L. Austin
Dr. Audrey L. Braswell, Jr.
Ernest W. Purcell
Joseph L. Ranzini
Bernard R. Kossar
Pursuant to the Consents, Messrs. D. Michael Hartley, former Chairman and
Chief Executive Officer of the Company, and John W. Johnston, a Vice President
of the Company, were removed from the Board of Directors, and Messrs. Joseph
L. Ranzini and Bernard R. Kossar were re-elected as Directors.
At a meeting of the newly-elected Board of Directors of the Company held
following the delivery to the Company of the Consents on March 27, 1997, Paul
R. Arena was appointed Chairman of the Board and Chief Executive Officer of
the Company, replacing D. Michael Hartley (previously Chairman of the Board
and Chief Executive Officer). Leigh Zoloto was appointed Vice President,
Acting Secretary and Treasurer. Messrs. Iain J. Richmond, President, and Shawn
W. Durand, Vice President - Administration and Secretary, were placed on paid
leaves of absence from their positions, pending a review by the Board of their
status as employees. Additionally, Mr. Arena was appointed to serve as Acting
President.
Following delivery of the Consents to the Company on March 27, 1997,
certain of the newly-elected members of the Board of Directors of the Company
filed an application with the Court of Chancery of Delaware pursuant to
Section 225 of the Delaware law seeking to confirm the validity of their
election to the Board pursuant to the Consents.
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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 thereunto duly authorized.
AIM GROUP, INC.
(Registrant)
Date: March 28, 1997 By: /s/PAUL R. ARENA
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Paul R. Arena
Chairman of the Board and
Chief Executive Officer
