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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported)
November 18, 1996
VIDEOLAN TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-26302 61-1283466
(Commission File Number) (I.R.S. Employee Identification No.)
100 Mallard Creek Road, Suite 250
Louisville, Kentucky 40207
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (502) 895-4858
Not Applicable.
(Former name or former address,
if changed since last report)
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INFORMATION TO BE INCLUDED IN THE REPORT
Item 6. Resignation of Registrant's Directors.
In a letter dated November 14, 1996 to the Board of Directors of
VideoLan Technologies, Inc. (the "Company"), Mr. Vernon L. Jackson stated that
he had resigned effective immediately from his positions as Vice Chairman of the
Board and as a director of the Company.
Mr. Jackson stated that his inability to serve as an executive officer
or to perform officer-type duties since January 17, 1996 has placed him
in "the discomforting and untenable position of watching the Company's
financial performance ... and business prospects deteriorate" to his
detriment and the detriment of all shareholders. Mr. Jackson stated that
he believes that the Company has largely abandoned its historical
emphasis on the research and development of telecommunications products
utilizing its proprietary technology. Mr. Jackson stated that he
believes the Company should focus on developing and licensing the
Company's technology to original equipment manufacturers value-added
resellers and the like with significant distribution channels and large
scale manufacturing capabilities already in place instead of spending
significant working capital on developing its own infrastructure for the
sales, marketing, production, installation, maintenance and customer
support of telecommunications products. He added that he believed this
course of direction away from research and development has been
detrimental to shareholder values.
In the letter, Mr. Jackson also said that he was resigning because of
"substantial disagreements" with the Company on matters relating to the
Company's operations and direction which he believes are not "conducive to
enhancing shareholder value." Mr. Jackson stated that although he had expressed
these disagreements to representatives of the Company in the past, he had not
seen meaningful efforts by the Company to address his concerns. Therefore, Mr.
Jackson concluded that his resignation was "the appropriate course of action."
Management of the Company, including the continuing members of the Board
of Directors, disagrees with the assertions made in Mr. Jackson's letter,
specifically that the Company has largely abandoned its historical emphasis on
research and development and focused its efforts on other areas such as sales
and marketing. In the Company's August 10, 1995 initial public offering ("IPO")
prospectus, the Company allocated $1,500,000 of its IPO proceeds to research and
development efforts but in fact has expended $2,270,800 on research and
development as of September 30, 1996. In contrast, the Company allocated
$750,000 in the IPO prospectus to marketing but has only expended $266,300 on
marketing as of September 30, 1996. The Board feels that with a product
now ready for market, it is critical to put into place an infrastructure
that includes sales, marketing, production and customer support. The
Board also feels that this combination of the product, the research and
development investment and the development of an infrastructure is the best
way to enhance shareholder value.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
2
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(c) Exhibits.
Exhibit 17 -- Letter from Vernon L. Jackson to the Board of
Directors of the Registrant dated November 14, 1996.
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf by the
undersigned thereunto duly authorized.
VIDEOLAN TECHNOLOGIES, INC.
By: /s/ Steven B. Rothenberg
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Steven B. Rothenberg
Chief Financial Officer
Dated: November 22, 1996
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Exhibit 17
Vernon L. Jackson
4044 Century Road
Jeffersontown, Ky 40299
November 14, 1996
By Hand
Board of Directors
VideoLan Technologies, Inc.
100 Mallard Creek Road, Suite 250
Louisville, Kentucky 40207
Attn: Ted Ralston, Chairman of the Board
Gentlemen:
I hereby resign, effective immediately, my positions as a member of the
Board of Directors of VideoLan Technologies, Inc. (the "Company") and Vice
Chairman of the Board. I am resigning because of substantial disagreements that
I have with the Company on matters relating to its operations and direction,
which I do not regard as conducive to enhancing shareholder values. Though I
have expressed these disagreements previously to representatives of the
Company, I have not seen meaningful efforts by the Company to address my
concerns and, consequently, must conclude that resignation is now the
appropriate course of action for me.
As you know, since January 17, 1996 -- the date on which my duties
under my Employment Agreement with the Company dated August 17, 1995 were
terminated other than"For Cause" -- my inability to serve the Company as
President or perform other executive officer-type duties has placed me in the
discomforting and untenable position of watching the Company's financial
performance and, I believe, its business prospects deteriorate, not only to my
detriment but to the detriment of all shareholders generally. In my view, the
Company has largely abandoned its historical emphasis on research and
development of telecommunications products utilizing its proprietary
technology, the purpose for which I founded the Company. Rather than developing
and licensing such technology to original equipment manufacturers, value-added
resellers and the like with significant distribution channels and large scale
manufacturing capabilities already in place, the Company, to my concern, has
chosen to spend significant working capital on developing its own
infrastructure for sales, marketing, production, installation, maintenance and
customer support of telecommunications products. I sincerely believe this
course of direction away from research and development has been detrimental to
shareholder values.
I hereby request that my disagreement with the Company regarding its
operations and direction be fairly summarized in any filing made by the Company
with the Securities and Exchange Commission regarding this resignation.
Sincerely,
Vernon L. Jackson
