-----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, PdHtpY+EAU4se8aQI9gr4KqWjrjAjKthuL+42xHbGmStMSuz1BAY6tjoxymhR5tL gl+YSxckZP3kGyoBXf5VFA== 0001016843-98-000345.txt : 19980601 0001016843-98-000345.hdr.sgml : 19980601 ACCESSION NUMBER: 0001016843-98-000345 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980520 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980529 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL REGISTRY INC CENTRAL INDEX KEY: 0000847555 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 954346070 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-20270 FILM NUMBER: 98634432 BUSINESS ADDRESS: STREET 1: 2502 ROCKY POINT DR CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8136360099 MAIL ADDRESS: STREET 1: 11831 30TH CT N CITY: ST. PETERSBURG STATE: FL ZIP: 33716 FORMER COMPANY: FORMER CONFORMED NAME: TOPSEARCH INC DATE OF NAME CHANGE: 19920401 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 20, 1998 THE NATIONAL REGISTRY INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-2027 95-4346070 - ---------------------------- ------------------------ ------------------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) 2502 ROCKY POINT DRIVE, SUITE 100, TAMPA, FLORIDA 33607 ------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (813) 636-0099 NO CHANGE -------------------------------------------------------------- (Former name or former address, if changed since last report.) 1 ITEM 1. CHANGE IN CONTROL OF REGISTRANT Not applicable. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS Not applicable. ITEM 3. BANKRUPTCY OR RECEIVERSHIP Not applicable. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Not applicable. ITEM 5. OTHER EVENTS The attached exhibit is incorporated by reference herein, and the description set forth below is qualified in its entirety by reference to such exhibit. On May 20, 1998, The National Registry Inc. (the "Company") issued a press release announcing certain management changes. On May 27, 1998, the Company effected the previously announced one-for-six reverse split of its common stock for holders of record thereof as of the close of business on May 26, 1998. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS Not applicable. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibits The exhibit listed on the Exhibit Index on page 4 is filed as part of this Report. ITEM 8. CHANGE IN FISCAL YEAR Not applicable. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE NATIONAL REGISTRY INC. Date: May 29, 1998 By: /s/ JEFFREY P. ANTHONY ---------------------- Jeffrey P. Anthony President and Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT PAGE NO. - ------- -------- 99.1 Press release dated May 20, 1998. 5 4 EX-99.1 2 EXHIBIT 99.1 THE NATIONAL REGISTRY INC. ANNOUNCES MANAGEMENT CHANGES TAMPA, Fla., May 20, 1998 -- The National Registry Inc. (Nasdaq: NRID) (NRI) today announced the resignation of John L. Gustafson as its President and Chief Executive Officer and as a Director effective immediately. NRI and Mr. Gustafson were unable to reach agreement on the terms for Mr. Gustafson's continued employment with NRI. Jeffrey P. Anthony was elected by the Board of Directors of NRI to succeed Mr. Gustafson as President and Chief Executive Officer. Mr. Anthony has been with NRI for over 6 years serving in various capacities including currently serving as the Chairman of the Board. Mr. Anthony has been instrumental in the establishment and continuance of certain of NRI's strategic alliances. Clinton C. Fuller will continue to serve as Chief Operating Officer responsible for day-to-day operations. In addition, as a continuation of NRI's cost containment program, the Board of Directors has determined to eliminate the full time position of Chief Financial Officer effective immediately. In order to facilitate an orderly transition, David E. Brogan will remain with the Company through May 29, 1998. The Board of Directors will consider reinstating the full time position as the Company's financial condition and operations warrant. The Company also announced that it has engaged James W. Shepperd on a temporary basis as a consultant to serve as a part-time Chief Financial Officer. Mr. Shepperd has over 20 years of financial management experience, including more than 10 years as chief financial officer of both publicly and privately held companies. Mr. Shepperd was employed by KeyBank in various capacities, most recently serving as Senior Vice President/Senior Administrative Officer prior to starting his own financial consulting practice in April of 1997. James Porterfield III, NRI's controller, will continue to be responsible on a day-to-day basis for the maintenance of the Company's financial records, the preparation of the Company's financial statements and the preparation of the Company's filings with the Securities and Exchange Commission. "We are sorry to see Messrs. Gustafson and Brogan leave," said Mr. Anthony. "They have been instrumental in helping NRI achieve its recent successes and we wish them well. At the same time, we are excited about the future and the expertise, skills and contacts that Jim Shepperd brings to NRI." The National Registry Inc., based in Tampa, Florida brings the Power of Biometric Identification(TM) to business and government. The Company provides cost-effective multi-biometric technology to verify individual identity, to protect business and personal information, and to replace passwords and PINs in order to safeguard and simplify access to electronic systems and enable new online services for customers. NRI's Secure Authentication Facility (SAF) suite of multi-biometric network security products delivers enterprise-level secure access control to a range of software platforms and network applications, including Microsoft(R) Windows NT(R) and Internet Information Server(R) and Computer Associates Unicenter(R) 5 TNG(TM) and its Single Sign-On(TM) option. Further information is available through NRI's World Wide Web Site at http://www.nrid.com. CONTACT: Jeff Anthony of The National Registry Inc., 813-636-0099 6 -----END PRIVACY-ENHANCED MESSAGE-----