HARTCOURT COMPANIES INC
8-K, 1999-12-08
PENS, PENCILS & OTHER ARTISTS' MATERIALS
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                                    FORM 8-K


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                 CURRENT REPORT


                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                             SECURITIES ACT OF 1934

       Date of Report (Date of earliest event reported): December 6, 1999


                          THE HARTCOURT COMPANIES INC.
             (Exact name of registrant as specified in its charter.)


                                      Utah
                    (State of incorporation or organization)


                                    001-12671
                            (Commission File Number)


                                   87-0400541
                      (I.R.S. Employee Identification No.)


              1196 East Willow Street, Long Beach, California 91730
                    (Address of principal executive offices)


       Registrant's telephone number, including area code: (562) 426-9796






                                        1

<PAGE>

Item 1.       Changes in Control of Registrant

              None

Item 2.       Acquisition or Disposition of Assets

              None

Item 3.       Bankruptcy or Receivership

              None

Item 4.       Changes in Registrant's Certifying Accountant

              None

Item 5.       Other Events

              None

Item 6.       Resignation of Registrant's Directors

     On December 6, 1999,  Fred G. Luke and Jon L. Lawver  resigned as Directors
and officers of the Company, effective immediately.  There were no disagreements
between the Company and either Mr. Luke or Mr. Lawver,  nor have Mr. Luke or Mr.
Lawver made a request that the company  disclose any matter as a result of their
resignation.

Item 7.       Financial Statements and Exhibits

              a)  Financial Statements - None

              b)  Exhibits

                  Exhibit 17(a) - Resignation letter of Mr. Fred G. Luke

                  Exhibit 17(b) - Resignation letter of Mr. Jon L. Lawver

Item 8.       Change in Fiscal Year

              None









                                                     H:\HARTCORT\8-K\DEC1999.wpd
                                        2

<PAGE>


                                    SIGNATURE



     Pursuant to the  requirements  of the  Securities and Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                             THE HARTCOURT COMPANIES INC.
                                                   (Registrant)



Dated: December 7, 1999                      By:     /s/ Alan Phan
                                                     Dr. Alan Phan
                                                     Chairman





                                                        HARTCORT\8-K\DEC1999.wpd
                                        3

<PAGE>

                                EXHIBIT "17 (a)"



                       RESIGNATION LETTER OF FRED G. LUKE

                                  FRED G. LUKE
                         4695 MacArthur Court, Suite 530
                         Newport Beach, California 92660



                                       December 6, 1999



Board of Directors
The Hartcourt Companies, Inc.
1196 E. Willow Street
Long Beach, CA 90806

Gentlemen:

 I hereby  resign as an Officer and a Director of The  Hartcourt  Companies,
Inc. (the  "Company") to be effective  immediately.  I state and represent  that
this  resignation  is not  because of any  disagreement  between  myself and the
management  of the Company  relating to the Company's  operations,  policies and
practices.

                                       Very truly yours,

                                       /s/ Fred G. Luke

                                       Fred G. Luke





FGL:c



<PAGE>

                                 EXHIBIT "17(b)"



                       RESIGNATION LETTER OF JON L. LAWVER


                                  JON L. LAWVER
                         4695 MacArthur Court, Suite 530
                         Newport Beach, California 92660



                                       December 6, 1999




Board of Directors
The Hartcourt Companies, Inc.
1196 E. Willow Street
Long Beach, CA 90806

Gentlemen:

     I hereby  resign as an Officer and a Director of The  Hartcourt  Companies,
Inc. (the  "Company") to be effective  immediately.  I state and represent  that
this  resignation  is not  because of any  disagreement  between  myself and the
management  of the Company  relating to the Company's  operations,  policies and
practices.

                                       Very truly yours,

                                       /s/ Jon L. Lawver

                                       Jon L. Lawver





JLL:c



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