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
October 4, 2005
Date of Report (Date of earliest event reported)
Spectrum Sciences & Software Holdings Corp.
(Exact name of registrant as specified in its charter)
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| Delaware
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000-50373
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90-0182158 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 3130 Fairview Park Drive, Suite 400, Falls Church, VA
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22042 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (703) 564-2967
(Former name or former address, if changed since last report.)
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of
Principal Officers.
On October 4, 2005, the Board of Directors (the “Board”) of Spectrum Sciences & Software
Holdings Corp. (the “Company”) appointed Francis X. Ryan as a new member of the Board. Mr. Ryan
was also appointed as of such date to serve as the Chairman of the Company’s Audit Committee, which
was created by the Board as of the same date.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The Company’s Bylaws were amended, effective as of October 4, 2005 (the “Amendment”), to
increase the number of directors on the Board from five directors to six directors, and to change
the required vote for the Board to take action from four directors to five directors. The
Amendment will remain in effect until the earlier of the completion of the Company’s 2006 annual
meeting of shareholders and the date on which the composition of the Board is in compliance with
the corporate governance standards for the composition of boards of directors set forth by Nasdaq
in respect of an application for listing on Nasdaq and any related rule, regulation or provision of
the Securities and Exchange Commission. A copy of the Amendment is attached hereto as an exhibit
and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On October 4, 2005, the Company issued the press release attached hereto as Exhibit 99.1,
which is incorporated herein by reference.
Note: The information contained in Item 7.01 of this Form 8-K and the attached Exhibit 99.1
shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, nor shall such information and exhibit be deemed incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as
amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
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| Exhibit No. |
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Description |
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3.1
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Second Amendment to the Amended and Restated Bylaws of Spectrum
Sciences & Software Holdings Corp., dated October 4, 2005. |
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99.1
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Press release, dated October 4, 2005. |