SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of fhe Securities
Exchange Act of 1934.
Date of Report (Date of earliest event reported) JUNE 18, 1997
STANSBURY HOLDINGS CORPORATION
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(Exact name of registrant as specified in its charter)
UTAH 06034 87-0281239
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(State of (Commission File (Irs Employer
Incorporation) Number) Identification
Number)
676 LOUIS DRIVE, WARMINSTER, PENNSYLVANIA 18974
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(Address of principal executive offices of the registrant)
Registrant's telephone number, including area code: (215) 328-9566
113 83RD STREET, VIRGINIA BEACH, VIRGINIA 23451
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(Former name or former address, if changed since last report)
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ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
On June 20, 1997, the Registrant received a letter dated June 18, 1997
(copy attached as an exhibit hereto), from Donald S. Sanford in which he
resigned as a director of the Registrant. The stated reasons for Mr. Sanford's
resignation included the Board of Director's purported failure to address
certain perceived problems including the current valuation of the Registrant's
principal mining asset. Mr. Sanford objected to the failure of the Board of
Directors to (i) elect two persons who he had nominated to the Board, (ii)
authorize his continued pursuit of a mining acquisition, (iii) settle or
otherwise immediately resolve certain pending or threatened legal actions
involving the Registrant's acquisition, and (iv) call an annual meeting of the
shareholders of the Registrant. In addition, Mr. Sanford also questioned the
Registrant's relationship with certain third-parties as well as the creation and
maintenance of a bank account of the Registrant outside of his control.
The Registrant believes that Mr. Sanford's letter of resignation
misstates the problems confronting the Registrant and reflects his failure to
accept corporate decisions made by a majority of the Registrant's directors in
their reasonable business judgment.
The Registrant further believes that the lack of (i) a comprehensive
business plan, (ii) a current professional valuation of the Registrant's
principal mining asset, and (iii) the organizational structure to provide
business experience, has limited its ability to pursue its prospective business
opportunities. The Registrant is actively attempting to resolve all of the
threatened and pending legal actions confronting it.
Given its recent change in management, the Registrant is currently in
the process of reviewing all of its existing relationships in all phases of its
business (legal, accounting, financial and public relations) before it
determines how to proceed with future endeavors.
The Registrant believes that the maintenance of a bank account
controlled by the Registrant, as opposed to the former president, is a prudent
business practice.
Finally, as previously disclosed, the Registrant anticipates conducting
a shareholders' meeting during September 1997.
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<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 thereunto duly authorized.
STANSBURY HOLDINGS CORPORATION
DATE: JUNE 26, 1997 BY: /s/ EDWARD C. STANOJEV, JR.
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EDWARD C. STANOJEV, JR.,
PRESIDENT
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
17 June 18, 1997 letter from Donald S.
Sanford to Martin Peskin, Chairman of the
Board of Directors of Stansbury Holdings
Corporation.
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STANSBURY HOLDINGS CORPORATION
20 Battle Ridge Pl.
Atlanta, Georgia 30342
404 845-0473
FAX 404 845-0698
June 18, 1997
VIA TELECOPIER
Dr. Martin Peskin
113 83rd Street
Virginia Beach, VA 23451
Re: STANSBURY HOLDINGS CORPORATION
Dear Dr. Peskin:
This is to submit my resignation as a director and as president of
Stansbury Holdings Corporation. Since I disagree with Stansbury's present
operations, policies and practices as set forth below, I am furnishing you with
this letter to be attached, as required by Item 6(c) of Form 8-K reporting my
resignation.
My disagreements are as follows:
1. The Board has failed to address the issue of whether, on the basis
of the reports received from the Company's mining experts, the $34,000,000
valuation of the mineral deposits of the Hamilton Property should be completely
or substantially written down in light of the mining experts recommendation that
the development be deferred;
2. The Board has failed to address the concerns raised by legal counsel
regarding the activities of Mr. Brian McCarty and Sean Healy.
3. The Board refused to act on my nomination to the Board of two
eminently experienced mining executives who are alumni of W.R. Grace's
vermiculite mining operations, with one of them to serve as CEO, and eventually
President, and the other as Project Manager of the Elk Gulch mining site;
4. The Board has refused to authorize me and Mr. Jack Wolter, the
CEO-director-designee, to continue our attempt to negotiate an acquisition of
the vermiculite mine and mill at the Elk Gulch sites at Dillon, Montana;
<PAGE>
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5. The Board has refused to instruct you to close the unauthorized
corporate bank account you opened in March and to direct all future funds
through a bank account under my control as President of Stansbury.
6. Since the above issues arose, you and the other director, Dr.
Pomeranz, and outsiders Mr. Brian McCarty and Mr. Sean Healy have failed to keep
me informed as to your activities regarding the Company and have refused to
place corporate funds under my control so that I can pay the Company's
creditors, including its professionals.
7. The Board has ignored the recommendations of counsel that the
lawsuits filed against the Company by Mr. Samani and Mr. DeRosa, Mr. Simon
Grant-Rennick and Mr. Mike LaFleur be settled.
8. The Board has failed to heed the warning from the Insurance
Commissioner of the State of Utah that, acting as Receiver for Mr. Robert
Murton's insolvent insurance companies, he will foreclose on the Company's
mineral claims in Hamilton, Montana (on which the Insurance Commissioner has a
first mortgage) in light of the current instability on the Board; and
9. You have failed to set a date for the Shareholders Meeting which I
had called for to resolve the current division of the Board.
Gentlemen, you have made it impossible for me to function as president
and you have failed to keep faith with the Shareholders Committee whose elected
representatives on the Board put you in your current position. I am the last
member of the current Board who has been elected by the Company's Shareholders.
While serving on the Board, you have had no verifiable involvement in
Company affairs; never personally attended a Board meeting; never raised money
for the Company; never traveled for the Company; developed no expertise in the
Company's business; never attended any of the meetings with the mining experts
or participated in their consultations; never travelled to Philadelphia to meet
with corporate counsel; and you've never been to Salt Lake City to meet with the
Company's in-house accountant, it's auditors or the Utah Insurance Commissioner
and staff and their attorneys.
In the two and a half years I've served the Company, I've have met all
of those necessary responsibilities - more than once. Given the record of your
tenure as Board members, it would appear that you and Dr. Pomeranz are simply
fronts for McCarty and Healy - despite that fact that counsel has warned you
about the possible personal exposure.
<PAGE>
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Be assured that I intend to keep faith with the shareholders,
especially the Committee Members who have loaned money to the Company. In
particular, I will pursue a Shareholder Meeting to elect new directors and to
take such other actions as may properly come before a Shareholder Meeting.
Pursuant to Item 6(b) of Form 8-K please furnish me with a copy of the
Company's prepared 8-K so that I may exercise my right to include a statement
presenting my views, if necessary.
Very truly yours,
Donald S. Sanford
DSS:em
cc: via telecopier
Mr. Dennis Olle, Esq.
Mr. Edward Stanojev, Jr.
