-----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, JldjTPkAH0R+EwpVXLcCY/HgwMH8qzzEIWitXD15G/l56nnFHs2twvS9wMANH3um fN6CF+ZdTQE1mUW2lnoNLw== 0000008598-03-000005.txt : 20030212 0000008598-03-000005.hdr.sgml : 20030212 20030212133939 ACCESSION NUMBER: 0000008598-03-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030212 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030212 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AUTO GRAPHICS INC CENTRAL INDEX KEY: 0000008598 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 952105641 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-04431 FILM NUMBER: 03553538 BUSINESS ADDRESS: STREET 1: 3201 TEMPLE AVE CITY: POMONA STATE: CA ZIP: 91768 BUSINESS PHONE: 9095957204 MAIL ADDRESS: STREET 1: 3201 TEMPLE AVENUE CITY: POMONA STATE: CA ZIP: 91768 8-K 1 form8kbretz2003.txt AUTO-GRAPHICS' FORM 8-K RE BRETZ SETTLEMENT DATED 2/12/03 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): February 12, 2003 --------------------- AUTO-GRAPHICS, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 0-4431 95-2105641 - ---------------------------- -------------- ------------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification Number) 3201 Temple Avenue, Pomona, California 91768-3200 - ---------------------------------------- ------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number: (909) 595-7204 ---------------- FORM 8-K ITEM 5. Other Events On July 26, 2001, Auto-Graphics, Inc. (the "Registrant") filed a report with the Securities and Exchange Commission (the "SEC") on Form 8-K under Item 5., Other Events, reporting that the Registrant's former outside counsel, Robert H. Bretz, had filed a derivative lawsuit against three of the Registrant's officers and the Registrant as a nominal defendant. (A copy of the prior filing on Form 8-K is attached as Exhibit 1). On February 12, 2003, the Registrant announced that a global settlement had been concluded with Robert H. Bretz, Esq. and Robert H. Bretz PC dismissing all litigation between the parties. The specific terms of the settlement are confidential. (A copy of the press release announcing the settlement is attached as Exhibit 2). ITEM 7. Exhibits 1. Form 8-K filed on July 26, 2001. 2. Press Release issued February 12, 2003. FORM 8-K SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AUTO-GRAPHICS, INC. (Registrant) Date: February 12, 2003 By: /s/ Robert S. Cope --------------------- ------------------------------------- Robert S. Cope President Date: February 12, 2003 By: /s/ Daniel E. Luebben --------------------- -------------------------------------- Daniel E. Luebben Chief Financial Officer and Secretary EX-1 3 txt8k.txt AUTO-GRAPHICS' FORM 8-K RE BRETZ LAWSUIT DATED 7/26/01 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): July, 2001 AUTO-GRAPHICS, INC. (Exact name of registrant as specified in its charter) California 0-4431 95-2105641 State or Other Commission I.R.S. Employer Jurisdiction File Number Identification of Incorporation Number 3201 Temple Avenue Pomona, California 91768-3200 Address of Principal Zip Code Executive Offices Registrant's telephone number: (909) 595-7204 FORM 8-K ITEM 5 Other Events. Potential Substantial Negative Impact of Shareholder Derivative Lawsuit. On July 16, 2001 three of the executive officers of the Registrant were named as cross defendants and the Registrant was named as a nominal defendant for purposes of a derivative action that was initiated by a Director of the Registrant who is also a shareholder and is also the former outside legal counsel ("Plaintiff") for the Registrant. The action alleges breach of fiduciary duty, fraud & deceit, misrepresentation and breach of contract. The Registrant is not aware of any facts upon which the Plaintiff could be expected to prevail. The above action is a cross-complaint in response to a lawsuit that the Registrant initiated on June 29, 2001 against the same Director and former outside legal counsel. In that case the Registrant is seeking damages and injunctive relief for breach of fiduciary duty. Under the terms of the Registrant's by-laws the officers the may be indemnified against such legal actions and the Registrant may be responsible for the cost of defending the officers until and if such time it is determined that the officers acted outside the scope of their authority or did not act in good faith or did not act in the best interests of the Registrant. At this early stage of development it is not possible to reasonably determine the impact of the lawsuits. The lawsuits will require the incurrence of substantial legal fees and costs by the Registrant and will be a significant distraction to the officers and employees of the Registrant. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AUTO-GRAPHICS, INC. (Registrant) Date: July 23, 2001 By:/s/ Robert S. Cope Robert S. Cope Chairman of the Board and Director Date: July 23, 2001 By:/s/ Michael K. Skiles Michael K. Skiles President Date: July 23, 2001 By:/s/ Michael F. Ferguson Michael F. Ferguson Chief Financial Officer and Secretary EX-2 4 a-gbretzsettlementpr.txt AUTO-GRAPHICS' PRESS RELEASE ANNOUNCING BRETZ SETTLEMENT DATED 2/11/03 FOR IMMEDIATE RELEASE NEWS ANNOUNCEMENT Auto-Graphics Announces a Settlement with Robert H. Bretz Pomona, CA: Auto-Graphics, Inc. (OTCBB: AUGR) reported today that a global settlement has been concluded with Robert H. Bretz, Esq. and Robert H. Bretz PC, the Company's former outside counsel, former director, and shareholder of the Company, dismissing all litigation between the parties. The specific terms of the settlement are confidential. Auto-Graphics provides applications software and Web hosting services to clients who create, manage, publish and access information using the Internet. The Company's systems are used by more than 10,000 libraries in the United States and Canada. Visit www. auto-graphics.com for additional information. Contact: Dan Luebben, CFO Auto-Graphics, Inc. 800-776-6939 ext. 499 del@auto-graphics.com -----END PRIVACY-ENHANCED MESSAGE-----