Xybernaut Corp – ‘8-K’ for 6/4/98

As of:  Wednesday, 6/10/98   ·   For:  6/4/98   ·   Accession #:  910680-98-245   ·   File #:  0-21013

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Date of Report: June 4, 1998                           4     10K 
 2: EX-17       Letter Re: Director Resignation.                       1      7K 

8-K   —   Date of Report: June 4, 1998
Document Table of Contents

8-K
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================================================================================

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): June 4, 1998

 XYBERNAUT CORPORATION
(Exact name of registrant as specified in its charter)

Delaware                        0-15086                     54-1799851  
(State or other                   (Commission                  (IRS Employer    
jurisdiction of                   file number)               Identification No.)
incorporation)                                                                  

12701 Fair Lakes Circle, Fairfax, Virginia 22033
(Address of principal executive offices)

 Registrant's telephone number including area code: (703) 631-6925

Not Applicable
 (Former name or former address, if changed since last report)

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ITEM 5.     OTHER EVENTS.                                                       
-------     -------------                                                       

            John F. Moynahan, a Director of the Company, resigned from the Board
of Directors of the Company effective June 3, 1998. Mr.  Moynahan's  resignation
from the  Board of  Directors  was  presented  to and  accepted  by the Board of
Directors in  connection  with Mr.  Moynahan's  voluntary  resignation  from his
positions as Senior Vice President, Chief Financial Officer and Treasurer of the
Company  to accept a  position  as Senior  Vice  President  and Chief  Financial
Officer of Precision Auto Care, Inc., of Leesburg,  Virginia. In accordance with
the  By-laws of the  Company,  effective  June 5, 1998,  the Board of  Directors
nominated  and  confirmed  the  election  of Mr.  Kaz  Toyosato  to the Board of
Directors of the Company to fill the vacancy on the Board left by Mr. Moynahan's
resignation.  Mr. Toyosato is the Executive Vice President - Asian Operations of
the Company.                                                                    

ITEM 7.     EXHIBITS.                                                           
-------     ---------                                                           

17        Letter re: director resignation.                                      

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 SIGNATURE

            Pursuant to the requirements of Securities Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.                                          

                         XYBERNAUT CORPORATION

Date:      June 10, 1998                  By:   /s/ Edward G. Newman            
                                        ----------------------------
                            Edward G. Newman
                                            Chairman of the Board, President
                                       and Chief Executive Officer

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8-K
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 EXHIBIT INDEX

Exhibit Number                   Description                                Page
--------------                   -----------                                ----

17                       Letter re: director resignation.                       

Page 4

Dates Referenced Herein

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		6/10/98		3					None on these Dates
		6/5/98		2
For Period End:		6/4/98		1
		6/3/98		2
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