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) JUNE 13, 2006 (JUNE 7, 2006)
SYSCAN IMAGING, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 90-0251401
(State or other jurisdiction of (I.R.S.Employer
incorporation or organization) Identification Number)
1772 TECHNOLOGY DRIVE
SAN JOSE, CALIFORNIA 95110
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES, ZIP CODE)
408-436-9888 EXT. 207
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(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):
|_| Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425).
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a -12).
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d -2(b)).
|_| 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 June 7, 2006, Mr. Peter Mor informed the Company that effective June
22, 2006 he will step down as a director of the Company's board. Mr. Mor is
listed as a director-nominee in the Company's definitive proxy statement dated
June 7, 2006 and as a result of Mr. Mor's resignation from the board, all votes
cast for Mr. Mor's re-election to the board of directors at the Company's 2006
annual meeting of stockholders to be held on June 23, 2006 will be disregarded.
In the Company's definitive proxy statement dated June 7, 2006, Mr. Man
Ching Chan has been nominated to become a director of the Company, to become
effective upon receipt of stockholder approval at the Company's 2006 annual
meeting of stockholders. Mr. Chan has been a director of Syscan Imaging Limited,
our majority stockholder, since July 1, 2004 and has served in various positions
including the Executive Director, Chief Financial Officer, Qualified Accountant
and Secretary of Syscan Technology Holdings Limited (STH), a publicly-traded
company listed on The Growth Enterprise Market in Hong Kong, since September
2000. STH is one of the Company's significant vendors and is the manufacturer
for all of the Company's current image capture products produced by the Company.
Mr. Chan graduated from the University of South Australia with a bachelor's
degree in Accountancy in 1992. He is also a CPA member of the Hong Kong
Institute of Certified Public Accountants and a member of CPA Australia.
As a director of Syscan Imaging Limited, Mr. Chan is deemed to have shared
voting and dispositive power over the 18,773,514 shares of the Company's common
stock, approximately 76.3% of the Company's outstanding common stock, currently
owned by Syscan Imaging Limited.
During each of the years ended December 31, 2005 and 2004, the Company
entered into the following transactions with related parties of which Mr. Chan
is affiliated:
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
MANUFACTURING
All of our products are manufactured by Syscan Technology Holdings Limited
(STH). The Company and STH has established an internal-pricing agreement that is
updated on a semi-annual basis. STH currently serves as the manufacturer of all
current image capture products produced by the Company. The Company believes,
for quality control and pricing reasons, that this type of relationship is more
favorable than could be attained from unaffiliated third-parties. The Company
purchases and provides STH with critical parts and components necessary to
manufacture the Company's products.
The Company purchases significantly all of its finished scanner imaging
products from STH. The Company's Chairman and CEO, Darwin Hu, was formerly the
CEO of STH, and beneficially owns approximately 5.33% of the issued and
outstanding capital stock of STH. The Company's director-nominee, Mr. Chan, is
the Executive Director, Chief Financial Officer, Qualified Accountant and
Secretary of STH.
THE FOLLOWING IS A SUMMARY OF SIGNIFICANT RELATED PARTY PURCHASE TRANSACTIONS,
WHICH WERE CARRIED OUT IN THE NORMAL COURSE OF THE COMPANY'S BUSINESS:
2005 2004
---------- ----------
SYSCAN Intervision Limited, a wholly-owned $4.915M $3.825M
subsidiary of STH (purchases)
========== ==========
SYSCAN Optoelectronics Technology (Shenzhen) -- $0.520M
Company Limited, a wholly-owned subsidiary of
STH (purchases)
========== ==========
AMOUNTS DUE TO/FROM RELATED PARTIES ARE UNSECURED, INTEREST-FREE AND REPAYABLE
ON DEMAND AND CONSISTED OF THE FOLLOWING:
Due from STH $ 345,998
Due from Majority Stockholder 100,000
Due from various subsidiaries wholly-owned by STH 1,956,522
----------
$2,402,520
==========
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) EXHIBITS
The following exhibits are filed in accordance with the provisions of Item 601
of Regulation S-B:
EXHIBIT NO. EXHIBIT DESCRIPTION
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99.1 Press Release dated June 7, 2006 issued by Syscan Imaging, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Syscan
Imaging, Inc has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
SYSCAN IMAGING, INC.
Date: June 13, 2006
/s/ Darwin Hu
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Darwin Hu, Chairman and Chief Executive Officer
Date: June 13, 2006
/s/ William Hawkins
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William Hawkins, Acting Chief Financial Officer
Chief Operating Officer and Secretary