As filed with the Securities and Exchange Commission on January 16, 1996
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: January 16, 1996
ALANCO ENVIRONMENTAL RESOURCES CORPORATION
(Exact name of Registrant as specified in its charter)
ARIZONA 86-0220694
(State of Incorporation) (I.R.S. Employer ID No.)
4110 N. Scottsdale Road, Suite 200, Scottsdale, Arizona 85251
(Address of Principal Offices)
Norman E. Meyer
Alanco Environmental Resources Corporation
4110 N. Scottsdale Road, Suite 200
Scottsdale, AZ 85251
(Name and address of Agent for Service)
(602) 874-0448
(Telephone number, including area code of Agent for Service)<PAGE>
ITEM 5. OTHER MATTERS.
On January 16, 1996, the Registrant mailed a definitive Proxy Statement for a
Special Meeting of the Registrant's shareholders to be held at the Aladdin
Hotel, 3667 Las Vegas Boulevard South, Las Vegas, Nevada, on February 17, 1996,
at 10:00 a.m., Pacific Standard Time.
On December 16, 1995, the Registrant held its 1995 Annual Meeting in Scottsdale,
Arizona. For said Meeting the Board of Directors had proposed an eleven (11)
member Board of Directors to be elected. At the Meeting a motion was made from
the floor to reduce the number of directors to five members. The motion to
reduce the Board of Directors to be elected to five (5) members failed to
achieve a majority. Management holding Proxies representing approximately fifty
percent (50%) of the shares entitled to vote abstained from the vote on the
motion upon the instructions of the Board of Directors. Subsequent to the vote
upon the motion, Lyons Capital Partners, L.P., a holder of greater than ten
percent (10%) of the number of outstanding shares of the Registrant's common
stock tendered written demand for a Special Meeting of the Shareholders for the
purpose of electing a total of five directors to be held as soon as legally
possible. The eleven nominees for Director were then elected by the
Shareholders.
On January 4, 1996, the newly elected Board of Directors met by telephone
conference call and set the record date for the demanded Special Meeting
(December 28, 1995), the meeting date (February 17, 1996) and meeting place.
The Board set the number of directors to be elected at five (5) and nominated
Bud Carpenter, Steve Davis, Bradley Gordon, Norman Meyer and Dennis Schlegel for
these positions.
On January 10, 1996, the Registrant received a written request for inclusion of
a Shareholders Proposal for the Special Meeting from Mr. Jones and Mr. Van
Oosterhout purporting to comply with SEC Rule 14a-8. The Shareholders Proposal
is that the Board of Directors shall consist of seven members and has nominated
Peter Van Oosterhout, Kevin L. Jones, Bud Carpenter, Larry Nelson, Dennis
Schlegel, Norman Meyer and Bradley Gordon for the seven positions. Mr. Van
Oosterhout, Mr. Jones and Mr. Nelson are currently members of the Board of
Directors, however they were not nominated by the Board to stand for election.
The Registrant has elected to include the Shareholders Proposal and its
Supporting Statement, in the Proxy Statement mailed to shareholders on January
16, 1996.<PAGE>
