SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Pursuant to Section 13 or 15(b) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 18, 1995
STANSBURY HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Utah 0-6034 87-0281239
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
11515 Amanda Drive, Studio City, CA 91604
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (818) 505-0884
Fish Lake Valley, Via Tonopah, Nevada 89049
(Former name or former address, if changed since last report)
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ITEM 5. OTHER DEVELOPMENTS.
Please see the attached press release.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Please see the attached press release.
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STANSBURY ANNOUNCES THE HIRING OF
ARTHUR ANDERSEN AS AUDITOR, ELECTION OF TWO NEW DIRECTORS
PHILADELPHIA, PA. September 19, 1995.
Stansbury Holdings Corporation announced today that it has engaged
Arthur Andersen & Company to perform an audit of its financial statements for
the year ending June 30, 1995 and for prior periods as required and that it has
elected both an experienced mining executive and a major shareholder as new
directors.
Stansbury is a development-stage mining company which is attempting to
raise interim and permanent financing so as to commence the mining of
vermiculite in Ravalli County, Montana. The Company's last annual report on Form
10-K and certified financial statements were filed in July, 1992 for the year
ended June 30, 1991.
A Shareholders Committee conducted a successful proxy contest in 1994
to elect a new Board of Directors. Since taking office on December 11, 1994, the
new Board has raised approximately $200,000 in loans from existing shareholders.
These funds were used to pay back taxes and debts of the Company, attorneys'
fees and accounting fees and the salary of Mr. Michael LaFleur, a consultant for
the company.
Donald Sanford, president of Stansbury, stated that the engagement of
Arthur Andersen was the essential first step in a multi-step process to reviving
Stansbury and to convert it into an operating company. "A certified audit is
required before we can file our annual report on Form 10-K and get our financial
statements current," Sanford said. "It will enable Stansbury to seek permanent
financing and a re-listing of our shares on NASDAQ."
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Mr. Sanford noted that, even with Arthur Andersen engaged, there are
multiple obstacles still to be overcome before the audit can be completed. "We
are having difficulties with former management," Sanford said. "In fact, they
are threatening to sue us if we don't pay off some of their debts. Further, they
have failed to turn over to us certain financial records for the previous four
(4) years causing unnecessary delay in our audit process."
Mr. Sanford noted, however, that there has been progress in other
areas:
- the Company's known trade debts have been paid;
- the Company's corporation status, which former management
had allowed to lapse, has been reinstated;
- unpaid utility bills and tax bills have been satisfied so
that the Company was able to reestablish its office in
Victor, Montana;
- the Company this month is doing routine maintenance work at
the proposed mine site in Ravalli County as requested by the
U.S. Forest Service;
- the Company last month paid the annual assessment fees to
the State of Montana's Bureau of Land Management to preserve
its mining claims;
- the Company has negotiated forbearance agreements with most
of its previous lenders (except former management,) who have
a second mortgage on the mineral claims);
- the Company is seeking forbearance agreements with two
creditors, inherited from former management, who have
judgments against the Company; and
- the Company has an oral agreement with the Insurance
Commissioner of the State of Utah, and liquidator of two
insurance companies, to forbear on the first mortgage it
holds on Stansbury's mineral claims, which is in default.
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As a pre-condition to Arthur Andersen's agreeing to accept the July 30,
1995 audit engagement, Stansbury had to pay approximately $20,000 in fees still
owed for the 1991 audit, which former management had not paid. Now that this
prior debt has been satisfied and the engagement letter signed, Arthur Andersen
must still undertake its own due diligence and confirm its final acceptance of
the engagement. The Company also paid a retainer for the 1995 audit. In the
meantime, EAB Associates will not be rendering any accounting or other services
to the Company in connection with Arthur Andersen's work or otherwise.
Applicable U.S. Securities and Exchange Commission regulations require
that Stansbury's annual report on Form 10-K, which must contain a certified
audit, be filed by September 29, 1995. However, Mr. Sanford noted that, because
of the delay in commencing the audit and the lack of cooperation by former
management, it will be impossible to meet that deadline. Instead, the Company
will be filing such interim financial and narrative information as it is able to
gather, as is permitted by SEC Rule 12b-25, on September 29, 1995.
At the September 18, 1995 Board meeting, Mr. Michael LaFleur and Dr.
Howard Pomeranz were elected to Stansbury's Board. Mr. LaFleur was also elected
to the position of Chief Executive Officer.
Mr. LaFleur has over 20 years of experience in the mining industry. He
was previously president of Gold Express Corporation and Solv-Ex Corporation,
and was Chief Financial Officer of Cominco American, Inc. He is a CPA and former
partner in Seidman & Seidman, with a degree from St. Mary's College of
California. Mr. LaFleur has been a paid consultant to the Company since May,
1995.
Dr. Pomeranz owns 341,500 shares of the Company's stock. Dr. Pomeranz
is a dentist who had his own private practice for 32 years. A member of the
Committee for New Management of Stansbury Holdings, he previously served as a
director of the Company. Presently, Dr. Pomeranz is a Clinical Professor of
Endodontics at the University of Medicine and Dentistry of New Jersey, New
Jersey Dental School, a position he has held since 1969. In August 1995, he
became a clinical Professor of Endodontics and Co-Director of Post-Graduate
Endodontics at Columbia University School of Dental and Oral Surgery. Dr.
Pomeranz received his
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doctorate from the University of Pennsylvania School of Dental Medicine, and a
B.A. from Hamilton College.
Mr. Clyde Boyer and Ms. Suzette Green have resigned from the Board.
Accordingly, the current Board of Directors is as follows:
Mr. Donald Sanford
Mr. James Rosel
Dr. Martin Peskin
Mr. Michael LaFleur
Dr. Howard Pomeranz
Mr. Simon Grant-Rennick
All directors and officers continue to serve without pay. Mr. LaFleur
receives $5,000 a month, plus reimbursement of expenses, on an at-will basis.
For additional information, contact:
Mr. Donald Sanford
President
(818) 763-0460
James G. Wiles, Esquire
Counsel for the Company
(215) 854-6360
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SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.
STANSBURY HOLDINGS CORPORATION
/s/DAVID RACHER
----------------------------
DAVID RACHER
Treasurer
(Chief Financial Officer
and duly authorized
corporate officer)
Dated: September 25, 1995
