"Part III" of 8K
e. New Management
Registrant's present management has been advised that on October 10,
1996, Mr. Huttoe and Ms. Iacovelli as Registrant's Board of Directors, among
other things, appointed Walther and David Bruggeman as directors of Registrant,
elected Mr. Walther as Chief Executive Officer of Registrant to replace Mr.
Huttoe who was either going to resign from such capacity with Registrant or
taking an administrative leave of absence from association with Registrant and
appointed new accountants (see Item 4, hereof). Registrant's present
management also has been advised that on that same day, October 10, 1996, Mr.
Huttoe advised Registrant that he would resign as a director of Registrant and
Ms. Iacovelli advised Registrant that she resigned as Registrant's corporate
secretary and director.
Apparently, Mr. Huttoe did not formally resign as director of
Registrant on October 10, 1996. On October 24, 1996, Mr. Huttoe approved and
accepted the appointment of new directors of Registrant, including David
Bruggeman, Thomas G. Clines, Kathleen S. Connell, Michael P. Hegarty, William
H. Sullivan and Kenneth W. Walther. On October 30, 1996, Mr. Huttoe confirmed
in writing to Registrant that he resigned as a director of Registrant.
By letter dated October 31, 1996, Mr. Bruggeman, Registrant's Vice
President of Product Management, declined appointment to Registrant's Board of
Directors. By letter dated November 4, 1996, Mr. Khan confirmed that he
declined appointment to Registrant's Board of Directors.
On November 1, 1996, Registrant's Board of Directors, consisting of
five (5) directors - Thomas G. Clines, Kathleen S. Connell, Michael P. Hegarty,
William A. Sullivan and Kenneth Walther, among other things, elected Ms.
Connell as Chairperson of the Board of Directors, accepted the resignation of
Mr. Walther as President and Chief Executive Officer of Registrant, elected Mr.
Thomas G. Clines as President and Chief Executive Officer of Registrant,
determined to re-engage WPC as Registrant's Certifying Accountant (see Item 4
hereof) and confirmed Mr. Huttoe's resignation as an officer and director of
Registrant.
f. SEC Complaint
On November 7, 1996, the SEC filed a Complaint and, among other
things, a Motion for Temporary Restraining Order naming, among others, Mr.
Huttoe, his wife, mother, other entities and Registrant as defendants. A Copy
of the SEC's Complaint (without exhibits) is included herewith. The SEC's
Complaint, among other things, seeks to enjoin the various defendants from a
variety of activities and further seeks monetary disgorgement and monetary
penalties from Mr. Huttoe and others but not Registrant. The SEC's action was
filed in the United States District Court for the District of Columbia (Civil
Action No. CV 96 02543 GK).
On November 7, 1996, after a hearing on the SEC's motion for temporary
restraining order, the Court granted the SEC's motion. A copy of the Court's
Order is included herewith. As can be seen by the SEC's complaint and the
Court's Order, the SEC does not seek monetary penalties or sanctions from
Registrant.
ITEM 6. Resignations of Registrant's Directors.
Registrant believes that on October 10, 1996, Mr. Huttoe announced
that he would resign as a director of Registrant (see Item 5) and that Ms.
Iacovelli did resign as a director of Registrant. Mr. Huttoe provided
Registrant with a written resignation dated October 30, 1996.
ITEM 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Document Description
----------- --------------------
99.1 Letter from Weinberg, Pershes & Company, P.A., dated
September 20, 1996.
99.2 Complaint filed in Civil Action no. CV 96 02543 GK,
pending in the United States District Court for the
District of Columbia and styled SECURITIES AND
EXCHANGE COMMISSION V. CHARLES O. HUTTOE, HUTTOE &
ASSOCIATES, INC., WORD CORPORATION, NATIONAL TRADING
SERVICES, INC., KAREN PURVIS, TAMMY JO PERKINS,
JOSEPHINE BROOKS, SGA GOLDSTAR RESEARCH INC., THEODORE
R. MELCHER, JR., SHANNON B. TERRY, SYSTEMS OF
EXCELLENCE, INC., APLHA SECURITIES, LTD. AND DUNBAR
HOLDINGS, LTD.
99.3 Order Granting Plaintiff's Request for Temporary
Restraining Order, Asset Freeze, and other Relief,
entered in Civil Action No. 96-02543 GK, pending in
the United States District Court for the District of
Columbia.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
SYSTEMS OF EXCELLENCE, INC.
By: /s/ TOM CLINES
-----------------------------------
Tom Clines, President |
