Act International Inc – ‘8-K’ for 8/6/01

On:  Monday, 8/6/01, at 9:52pm ET   ·   As of:  8/7/01   ·   For:  8/6/01   ·   Accession #:  1078782-1-500015   ·   File #:  0-30783

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         8-K Filing                                             3±    14K 


UNITED STATES       
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 reported)         July 31, 2001                

ACT International, Inc.       
(Exact name of registrant as specified in its chapter)        
(Commission File Number)       0-30783        

Nevada                               87-06263223              
(State or other jurisdiction                (IRS Employer                       
of incorporation                             Identification No.)                

4035 South 300 West, # 6, Salt Lake City, Utah                 84107            
(Address of principal executive offices)                  (Zip Code)        

Registrant's telephone number, including area code: (801) 281-3073              

N/A       
(Former name or former address, if changed since last report)         
29: Item 6: Resignation of Registrant's Directors                               

(a) In a letter dated July 21, 2001 and  postmarked July 23, 2001, but not      
received at the Company's place of business until Monday, July 30, 2001,        
Fredereck J. Haydock resigned as an officer and director of the company.        
Mr. Haydock claimed to be concerned about actions by majority shareholders,     
specifically the adoption of a requirement that Mr. Haydock not take any        
action on behalf of the company without first getting advice of corporate       
counsel and consent of the secretary/ treasurer.  Mr. Haydock claimed that      
this placed unreasonable burdens upon him and his ability to function as        
president.  Mr. Haydock also suggested that the actions by majority       
shareholders should have been preceded by proxy or information statements.      

(b) The company believes that the concerns of Mr. Haydock are invalid, and      
that the description provided by the Mr. Haydock as a resigning director        
are incorrect and incomplete.       

It is incorrect to suggest that the company has not met its disclosure,   
filing or other requirements of the securities laws.  Other than some       
delayed quarterly reports, the company is not aware of any instance where       
said requirements have not been met.   Specifically with respect to the       
proxy rules, the actions were authorized by the Company's Articles of       
Incorporation and By-laws to be taken by the Company's Board of Directors.      
No shareholder approval was necessary.  Furthermore, none of the actions        
taken by majority consent of the shareholders required dissemination to the     
shareholders by section 14 of the Securities Exchange Act of 1934 as        
amended.  These actions were independent, unsolicited and dealt with issues     
which did not require shareholder votes.  Moreover, the Company has fully       
disclosed all actions taken in the Company's April 2001, Quarterly report.      
Thus the company believes that the proxy rules were not applicable and thus     
not violated.         

It is incorrect to state that the "majority consents" sought to make    
fundamental corporate changes without the input or knowledge of ACT's       
public shareholders.  The Company is not aware of any actions that were       
inappropriate fundamental corporate changes.   The matters dealt with in        
said consents are described in the April 2001 10Q, are almost all       
ratifications of prior actions of the board of directors, and were not        
matters which required a shareholder vote.          

It is incorrect to state that Mr. Haydock was prohibited from discharging   
his duties as president, or that Mr. Haydock was required to discuss any        
possible actions with "legal counsel for one of ACT's principal       
shareholders."  The Company has only received two majority shareholder        
consent actions.  Neither of which required shareholder approval, because       
the Company's Board of Directors were authorized to take the action without     
consent.  The By-laws were amended such that Mr. Haydock was required to        
get the advice of the Company's Corporate Counsel before taking any action.     
The company does not understand why Mr. Haydock would be unhappy or       
unwilling to have his proposed actions passed upon by corporate counsel,        
and agreed to by the other corporate officer.  The company also is not        
aware of a single instance where Mr. Haydock was impaired in his ability to     
properly act on behalf of the company.  In response to an e mail to       
corporate counsel by Mr. Haydock recently which made protestations in this      
regard,  the company asked him to provide it with a list of any and all       
instances where he felt like he had been unable to promptly and properly        
discharge his duties due to these restrictions.  Rather than provide the        
company with any concrete examples any such instances, Mr. Haydock chose to     
resign.           

It is incorrect to state that Mr. Haydock discussed the concerns raised     
in his resignation letter "on several occasions ... with ACT's management       
...."  The company's corporate counsel received an e mail a few weeks ago     
from Mr. Haydock, but is not aware of any other times that he raised these      
concerns.         

It is incorrect to state that the company has been unwilling to address     
his concerns.  As indicated, the company does not believe that Mr.        
Haydock's concerns are accurate or valid, as set forth above.  However,       
when the company's corporate counsel received an e mail from Mr. Haydock        
making some of these complaints, the company responded by asking for        
details and particulars so that it could fully and fairly assess his        
concerns.  Mr. Haydock chose not to provide any such detail, but rather to      
send a resignation letter containing what the company believes to be        
incorrect, vague and unspecific complaints and/or disagreements with        
management policies and practices.          

In view of Mr. Haydock's resignation as president of the Company, the Board     
of Directors has appointed David Taylor as Acting President.        
                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.              
             ACT International, Inc.
                  (Registrant)
Date August 6, 2001             
                  /s/ David Taylor
           -----------------------
       By: David Taylor, Acting President and Director

                  /s/ David Taylor
             -----------------------
        By: David Taylor, Secretary and Director

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing		Date		Other Filings
Filed as of:		8/7/01		10QSB
Filed on / For Period End:		8/6/01
		7/31/01		10QSB,  NT 10-Q
		7/30/01
		7/23/01
		7/21/01
				List all Filings