-----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, LiijI8SE7QQtPpEQZm1y5I+BO+KwB3CXCQrHRzNXn6pGUGAC8auNaBx+Yxn64ZOv 79IKUWK1rPb7p5e8Yf+HUg== 0001193125-06-059469.txt : 20060321 0001193125-06-059469.hdr.sgml : 20060321 20060321070947 ACCESSION NUMBER: 0001193125-06-059469 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060321 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060321 DATE AS OF CHANGE: 20060321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACTION PRODUCTS INTERNATIONAL INC CENTRAL INDEX KEY: 0000747435 STANDARD INDUSTRIAL CLASSIFICATION: GAMES, TOYS & CHILDREN'S VEHICLES (NO DOLLS & BICYCLES) [3944] IRS NUMBER: 592095427 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-13118 FILM NUMBER: 06699969 BUSINESS ADDRESS: STREET 1: 1101 NORTH KELLER RD CITY: ORLANDO STATE: FL ZIP: 32810 BUSINESS PHONE: 4074818007 MAIL ADDRESS: STREET 1: 1101 NORTH KELLER RD CITY: ORLANDO STATE: FL ZIP: 32810 FORMER COMPANY: FORMER CONFORMED NAME: ACTION PACKETS INC DATE OF NAME CHANGE: 19880818 8-K 1 d8k.htm FORM 8-K Form 8-K

UNITED STATES

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 (Date of earliest event reported): March 21, 2006

 


Action Products International, Inc.

(Exact name of registrant as specified in its charter)

 


 

Florida   001-13118   59-2095427
(State of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

1101 N. Keller Road, Suite E

Orlando, Florida 32810

(Address of principal executive office, including zip code)

(407) 481-8007

(Telephone number, including area code)

 


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 



Section 5 Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On March 16, following a Call To Vote on a Board Resolution to remove Mr. Alan Stone from the Company’s Audit Committee due to personality conflicts with the other members of the Audit Committee, which such other members expressed that the Audit Committee could not continue to function as it was then constituted. Mr. Stone, an independent member of the Company’s Board of Directors and of its Audit Committee, orally expressed his intention to resign from the Company’s Board of Directors. The Company received Mr. Stone’s written resignation on March 17, 2006.

Mr. Stone’s letter of resignation is attached hereto as exhibit 99.1. The Filer (Action Products International, Inc.) respectfully disagrees with Mr. Stone’s positions stated in exhibit 99.1. Mr. Stone was not physically present at any Board or Audit Committee meetings during his tenure, where all Directors and Committee members would have full access to all company records, accounting and supporting documents.

The Board of Directors expects to nominate a replacement to both the board of Directors and Audit Committee as promptly as possible. The Board appreciates Mr. Stone’s past service.


Item 9.01 Financial Statements and Exhibits.

 

(a) Financial Statements of Business Acquired: None

 

(b) Pro Forma Financial Information: None

 

(c) Exhibits:

 

Exhibit No.  

Description

99.1   Resignation Letter From Alan Stone, dated March 16, 2006


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

 

ACTION PRODUCTS INTERNATIONAL, INC.
By:  

/s/ JOHN R OLIVER

 

John R Oliver

Chief Financial Officer

EX-99.1 2 dex991.htm RESIGNATION LETTER FROM ALAN STONE Resignation Letter From Alan Stone

Exhibit 99.1

March 16, 2006

Via: E-Mail, Facsimile and Federal Express

Mr. Ron Kaplan, Chairman and CEO

Mr. Scott Runkel, CPA, Director

Ms. Ann Stone, Director

Mr. John Oliver, CFO and Secretary

Action Products International, Inc.

1101 N. Keller Road, Suite E

Orlando, FL 32810

Today during the middle of the board of directors meeting of Action Products International, Inc. (the “Company”) at a special meeting, which I felt was out of order and so stated on the record, I tendered my resignation to both the Board of Directors and my position on the Audit Committee of the Company. The reasons for my resignation stated at the meeting were that I have felt extremely uncomfortable with the financial statements and accounting policies and procedures of the Company, and its level of corporate governance, given its listing as a NASDAQ company, and lack of good financial information, just prior to the upcoming Audit Committee meeting, which was inexplicably postponed after last Friday’s Board Meeting.

I have requested a copy of the Company’s officers and directors liability insurance policy and will expect that my coverage will be included under this policy, and that I will receive such policy forthwith. The Company has heretofore refused to send me a copy of the policy, pursuant to my written requests in the past few months. I also hereby request that the Company send me the stock options that I have heretofore earned for past services.

My resignation is effective immediately.

I wish all of you my best in your future endeavors.

Sincerely yours,

Alan Stone

Former Member of the Board and Audit Committee

Action Products International, Inc.

Cc: Mr. Gary Blum, Esq.

Alan Stone, Managing Director

Alan Stone & Company, LLC

10940 Wilshire Blvd, 16th floor

Los Angeles, CA 90024

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