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):
December 1, 1997
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Phoenix Gold International, Inc.
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(Exact name of registrant as specified in its charter)
Oregon 0-22866 93-1066325
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(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
9300 North Decatur Street, Portland, Oregon 97203
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 288-2008
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ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS
On December 1, 1997, Matthew W. Chapman resigned as a director of
Phoenix Gold International, Inc. (the "Company") and in his letter of
resignation referred to a disagreement with the Company relating to a personnel
decision and certain management and personnel matters. Mr. Chapman's letter of
resignation is attached to this Current Report on Form 8-K as Exhibit 17.1. The
Company disagrees with the characterization of its management practices set
forth in Mr. Chapman's letter of resignation and will take prompt action to
locate a replacement director.
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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.
PHOENIX GOLD INTERNATIONAL, INC.
(Registrant)
Date: December 3, 1997 By:/s/ Joseph K. O'Brian
-----------------------------------------
Joseph K. O'Brien
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Page
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17.1 Letter of Resignation of
Matthew W. Chapman, Director
CFI Matthew W. Chapman
ProServices, Inc. Chairman and CEO
December 1, 1997
Mr. Keith A. Peterson
Chairman, President & CEO
Phoenix Gold International, Inc.
9300 N. Decatur
Portland, Oregon 97203
Dear Keith:
From the conversation Tim had with Kurt last week, I gather that it is
your plan to hire regional sales coordinators and possibly a new president in
due course, but otherwise to continue with Phoenix Gold pretty much as is. I
also understand that you have chosen to go with Tim rather than Kurt.
As a member of the Board, I find myself in material disagreement with
this fundamental direction. I do not think it is likely that you will find a
candidate who can be successful, in light of the strong split within the company
between your style and Tim's. I believe that anyone coming into that role will
suffer the same fate as Kurt. Further, I do not think that the decision to go
with Tim recognizes the considerable financial and manufacturing difficulties
that faced the company under his prior leadership. Kurt had brought in a very
talented group, and I am concerned that they will leave under Tim's pressure.
Indeed, I understand that Dave Keith has already resigned. Returning to the old
ways is simply not an option I can support.
As I have said in many of our meetings, my goal in participating with
Phoenix Gold is to be helpful, not to be a barrier. As such, when I am no longer
able to support the fundamental direction of the company, it is appropriate for
me to go away. Therefore, please accept this letter as my formal resignation as
a member of the Board of Directors of Phoenix Gold, effective immediately.
I strongly encourage you to find additional outside board members who
are familiar with the nature of a publicly held company, as the interests of all
shareholders must be taken into consideration with respect to the decisions of
the company. I believe this company would be much better served with a majority
of outside directors. The fact that you made your decisions without discussion
of the alternatives at a Board meeting, and the fact you have not done me the
courtesy of even communicating directly with me about what those decisions are,
causes me considerable concern. I do not believe that this is a procedure that
is consistent with the best interests of all shareholders.
<PAGE>
Mr. Keith A. Peterson
December 1, 1997
Page 2
I ask that this letter of resignation be disclosed to the shareholders
in accordance with the provisions of Form 8-K, Item 6.
Meanwhile, I sincerely hope that my analysis is incorrect, and wish you
and everyone at Phoenix Gold every success.
Very truly yours,
/s/ Matt Chapman
Matt Chapman
cc: Frank G. Magdlen
Timothy G. Johnson
Thomas P. Palmer
