-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Rs4Df0BSMp/MH2BansHEZstTH2Is2MdUu8P+85USTeA205lJxD6F5jR6IINSkNlJ FvnbTTQd+HZQSj1P8eSSeg== 0000912057-97-003626.txt : 19970211 0000912057-97-003626.hdr.sgml : 19970211 ACCESSION NUMBER: 0000912057-97-003626 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970120 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970207 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: INCOMNET INC CENTRAL INDEX KEY: 0000353356 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 952871296 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-12386 FILM NUMBER: 97520444 BUSINESS ADDRESS: STREET 1: 21031 VENTURA BLVD STREET 2: STE 1100 CITY: WOODLAND HILLS STATE: CA ZIP: 91364 BUSINESS PHONE: 8188873400 MAIL ADDRESS: STREET 1: 21031 VENTURA BLVD STREET 2: SUITE 1100 CITY: WOODLAND HILLS STATE: CA ZIP: 91364 FORMER COMPANY: FORMER CONFORMED NAME: INTELLIGENT COMMUNICATIONS NETWORKS INC DATE OF NAME CHANGE: 19860805 8-K 1 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 1997 ---------------- INCOMNET, INC. -------------- (Exact name of registrant as specified in its charter) CALIFORNIA ---------- (State or other jurisdiction of incorporation) 0-12386 95-2871296 ------- ---------- (Commission File Number) (I.R.S. Employer Identification No.) 21031 Ventura Boulevard, Suite 1100, Woodland Hills, California 91364 - --------------------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (818) 887-3400 NOT APPLICABLE --------------- (Former name, former address and former fiscal year, if changed since last report) Total number of pages in this document: 7 Page 1 TABLE OF CONTENTS ITEM 5. OTHER EVENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .3 Election of Dr. Howard Silverman As Director. . . . . . . . . . . . .3 Amendment to Employment Contract of Melvyn Reznick. . . . . . . . . .4 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5 ITEM 7. EXHIBITS Amendment to Employment Agreement Between Incomnet and Melvyn Reznick Dated November 27, 1995 . . . . . . . . . . . . . . . . . .6 Page 2 ITEM 5. OTHER EVENTS ELECTION OF DR. HOWARD SILVERMAN AS DIRECTOR On January 20, 1997, the Company's Board of Directors elected Dr. Howard Silverman to fill a vacancy on the Company's Board that was created when Gerald Katell declined to serve on the Company's Board in July 29, 1996. From May 1995 to the present, Mr. Silverman has served as Vice President of Corporate Finance for Rickel & Associates. From 1991 until he joined Rickel, he served as an independent consultant to early stage and mid-sized operating companies. From 1985 to 1991, he was the founder and Board Chairman of Vision Sciences, a company that developed, manufactured and sold in-office lens casting systems. In 1968, Dr. Silverman received a Doctor of Optometry from Illinois College of Optometry and in 1965, he received a Chemical Engineering degree from the College of the City of New York. Page 3 AMENDMENT OF EMPLOYMENT AGREEMENT OF MELVYN REZNICK On January 20, 1997, the Company amended the Employment Agreement with Melvyn Reznick dated November 27, 1995 (the "Agreement") by changing the date that the Agreement terminates from November 30, 1997 to December 31, 1999. Mr. Reznick is the Company's Chairman, President and Chief Executive Officer. The term of the Agreement was extended to December 31, 1999 because of a private placement of $12 million that was completed on January 17, 1997 between the Company's subsidiary, Rapid Cast, Inc. (RCI) and J. P. Morgan Capital Corporation and affiliates of The Clipper Group (the "Investors"). Mr. Reznick has been asked to serve on the Board of Directors of RCI and to take an active role on two committees of RCI's Board of Directors: the Compensation Committee and the Audit Committee, of which he has been asked to serve as Chairman. In August 1996, the Investors asked the Company if it could provide assurances that Mr. Reznick would be available to serve for an extended period of time on RCI's Board as the representative from the Company and requested that Mr. Reznick's employment agreement be extended for a period of two years. To provide such assurance, the Company's Board of Directors voted unanimously at a telephonic meeting held on September 3, 1996 to extend the length of the term of Mr. Reznick's employment agreement to December 31, 1999, contingent upon RCI closing its pending financing with the Investors. Page 4 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, thereunto duly authorized. INCOMNET, INC. - ----------------------- (Registrant) Date: January 20, 1997 By: /s/ MELVYN REZNICK ---------------- --------------------------------- Melvyn Reznick, President and Chief Executive Officer Page 5 ITEM 7. EXHIBITS AMENDMENT TO EMPLOYMENT AGREEMENT This AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made as of the 20th day of January 1997 by and between Melvyn Reznick, an individual (the "Employee") and Incomnet, Inc., a California corporation (the "Company") with respect to the following facts: A. The Company and the Employee entered into an Employment Agreement dated November 27, 1995 (the "Agreement") and amended the Agreement on February 5, 1996 B. Pursuant to the Agreement, Mr. Reznick is serving the Company as its President. C. As part of his duties as President, Mr. Reznick has been engaged in negotiating a private placement of funds with the Company's 51%-owned subsidiary, Rapid Cast, Inc., ("RCI") from J. P. Morgan Capital and The Clipper Group (the "Investors"). D. Upon closing of the private placement of funds by the Investors, Mr. Reznick has been asked to serve on the Board of Directors of RCI and to serve on the Executive Committee, the Compensation Committee of RCI's Board of Directors and to be the Chairman of the Audit Committee of RCI's Board of Directors. Mr. Reznick has also been asked to become involved in a consulting capacity with RCI's research and development efforts. E. In August 1996, Incomnet's Board of Directors was asked verbally by the Investors for assurances that Mr. Reznick would be available to serve on RCI's Board of Directors as Incomnet's representative for an extended period of time. The Investors requested that Mr. Reznick's employment agreement be extended for a period of two years. F. On September 3, 1996, at a telephonic meeting of the Company's Board of Directors, the Board approved an amendment to the Employment Agreement in which the term of employment would be extended to December 31, 1999, contingent upon RCI closing its pending financing with Investors. G. On January 17, 1997, RCI closed its financing with Investors. NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, THE PARTIES HERETO AGREE AS FOLLOWS: Page 6 1. EXTENSION OF TERM OF EMPLOYMENT. Section 5 of the Employment Agreement presently states. Section 5. TERM OF AGREEMENT. This Agreement shall commence to be effective on the date first above written and shall continue until December 31, 1997, unless terminated as provided in Section 14 hereof. Section 5 of the Employment Agreement shall be amended to read as follows: Section 5. TERM OF AGREEMENT. This Agreement shall commence to be effective on the date first above written and shall continue until December 31, 1999, unless terminated as provided in Section 14 hereof. 2. ORIGINAL EMPLOYMENT AGREEMENT AS PREVIOUSLY AMENDED IN FULL FORCE AND EFFECT. The original Employment Agreement as amended on February 5, 1996, shall remain in full force and effect and unmodified except as specifically amended by this Amendment. In the event of any contradiction between the terms of the original Employment Agreement as amended on February 5, 1996, and this Amendment, the terms of this Amendment will govern. IN WITNESS WHEREOF, this Amendment is executed as of the date first above written. COMPANY: INCOMNET, INC. By: /s/ Nancy Zivitz ---------------------------------- Nancy Zivitz, Director By: /s/ Albert Milstein ---------------------------------- Albert Milstein, Director By: /s/ Dr. Howard Silverman ---------------------------------- Dr. Howard Silverman, Director EMPLOYEE: By: /s/ Melvyn Reznick ---------------------------------- Melvyn Reznick Page 7 -----END PRIVACY-ENHANCED MESSAGE-----