-----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, Q6ydKmXa5nR7AA+1CIpWPl4WKn/BfeWnhshb6hPSU+0S/MzrUlpKnRZyDUQVXlk/ wSopwJkwSMNtuJvIkcwZxw== 0001144204-08-035736.txt : 20080618 0001144204-08-035736.hdr.sgml : 20080618 20080618112129 ACCESSION NUMBER: 0001144204-08-035736 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080612 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20080618 DATE AS OF CHANGE: 20080618 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Waytronx, Inc. CENTRAL INDEX KEY: 0001108967 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310] IRS NUMBER: 841463284 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29923 FILM NUMBER: 08904924 BUSINESS ADDRESS: STREET 1: 200 9TH AVENUE NORTH STREET 2: STE 210 CITY: SAFETY HARBOR STATE: FL ZIP: 34695 BUSINESS PHONE: 727-797-6664 MAIL ADDRESS: STREET 1: 2332 LAMIRADA DRIVE STREET 2: SUITE 400 CITY: VISTA, STATE: CA ZIP: 92081-7861 FORMER COMPANY: FORMER CONFORMED NAME: ONSCREEN TECHNOLOGIES INC DATE OF NAME CHANGE: 20040719 FORMER COMPANY: FORMER CONFORMED NAME: NEW MILLENNIUM MEDIA INTERNATIONAL INC DATE OF NAME CHANGE: 20000310 8-K 1 v117693_8k.htm
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 12, 2008

Commission File Number: 0-29195

WAYTRONX, INC.
(Name of Small Business Issuer in Its Charter)
_______________________

Colorado
84-1463284
(State or jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
   
   
20050 SW 112th Avenue, Tualatin, Oregon
97062
(Address of Principal Executive Offices)
(Zip Code)
 

(503) 612-2300
(Registrant’s telephone number)
__________________________

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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a- 12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.1 4d-2(b))
o
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.

John P. Rouse and Bradley J. Hallock, whose terms as directors of the registrant expire at the September 2008 Annual Meeting of Shareholders, announced that they will not run for re-election to the Board of Directors. They each have outside interests that require their attention and Mr. Hallock will devote his primary attention to his position as Senior Vice President of Business Development of Waytronx.

Effective June 12, 2008, Colton Melby was appointed to the Board of Directors of the registrant to hold office until his successor shall have been elected and qualified. Mr. Melby is required to stand for election to the Board at the September 2008 Annual Meeting of Shareholders. The Board of Directors authorized the board consist of eight members of which there are currently five active members and three vacant positions. Mr. Melby will fill one of the vacant positions.

Effective June 12, 2008, Colton Melby was elected by the current Board of Directors to serve as Chairmen of the Board of Directors of the registrant.

Mr. Melby has a 20 year background in aerospace manufacturing. He spent 15 years as owner and chief executive officer of Metal Form, Inc., serving worldwide customers, including: Boeing, Bombardier; Rockwell; Grumman; Lockheed Martin; and others. Under his stewardship, Metal Form was the recipient of numerous awards of excellence including Boeing’s President Award and three consecutive “Supplier of the Year” awards.

Mr. Melby is a founding member of Melby Brothers Performance Investments, a firm with a strong history of financing successful start-up and turnaround organizations. One of Mr. Melby’s more notable investments in that capacity was the financing and purchase of firearms-maker Smith & Wesson from London-based Tomkins PLC in 2001. Mr. Melby continues to invest both his time and resources in successful business ventures. This includes investments in Earth 911, a recycling company dedicated to green initiatives and green recycling.

Mr. Melby is an active philanthropist. He and his family are members of the Harvesters, an Orange County food bank dedicated to providing healthy meals to under privileged kids in Southern California. He is a member of the Cattle Baron’s, a Texas charity providing support to the American Cancer Society.

Mr. Melby’s beneficial equity ownership includes 7,131,410 shares of common stock and a warrant to purchase 616,667 common shares at a price of $0.01 per share.

Item 7.01 Regulation FD Disclosure

On June 18, 2008, the Company issued a press release announcing the appointment of Colt Melby to the Company Board of Directors and his election as Chairman of the Board. A copy of the press release is attached hereto as Exhibit 99.1. The information in this report furnished pursuant to this Item 7.01 shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to liabilities of that section. It may only be incorporated by reference in another filing under the Securities Act of 1933, as amended, if such subsequent filing references this Item 7.01 of this Form 8-K.
 
 
 

 

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 thereunto duly authorized.

Signed and submitted this 12th day of June 2008.
     
 
Waytronx, Inc.
 
 
 
 
 
 
  By:   /s/ William J. Clough
 
William J. Clough, CEO/President
   

 
 
 
 
 
 
 
 
 
 

 
 
 

 
EX-99.1 2 v117693_ex99-1.htm
Exhibit 99.1

Waytronx Appoints Business Veteran Colt Melby as Chairman of its Board of Directors

TUALATIN, Ore. - June 18, 2008 - Waytronx, Inc. (OTCBB: WYNX), the leading provider of openly licensable advanced systems cooling solutions, today announced the appointment of Colt Melby to its board of directors. Mr. Melby will serve as Waytronx’s chairman of the board, and brings more than 30 years of business and operational management experience to this position.

Mr. Melby’s appointment reflects Waytronx’s commitment to maintain an effective board comprised of influential members of the business community, with the experience and knowledge to assist management in positioning the company for rapid growth.

“Colt is a proven leader with a distinguished history of building, acquiring, and growing successful companies,” said William Clough, president and CEO of Waytronx, Inc. “His business insight and operational experience will be a valuable asset to help accelerate the commercialization of our technology portfolio including WayCool™ and WayFast™ technologies, and to realize the synergies of our CUI acquisition.”

“I am very enthusiastic about assuming this position with Waytronx,” said Melby. “This is an exciting time in the company’s development, having just completed the acquisition of CUI. I look forward to working with the management team to take this company to the next stage of its strategic growth.”

Mr. Melby has a 20 year background in aerospace manufacturing. He spent 15 years as owner and chief executive officer of Metal Form, Inc., serving worldwide customers including: Boeing, Bombardier, Rockwell, Grumman and Lockheed Martin. Under his stewardship, Metal Form was the recipient of numerous awards of excellence including Boeing’s President Award and several “Supplier of the Year” awards.

Mr. Melby is a founding member of Melby Brothers Performance Investments, a firm with a strong history of financing successful start-up and turnaround organizations. One of Mr. Melby’s more notable investments in that capacity was the financing and purchase of firearms-maker Smith & Wesson from London-based Tomkins PLC in 2001. Mr. Melby continues to invest both his time and resources in successful business ventures. These include investments in Earth 911, a recycling company dedicated to green initiatives and green recycling.
 
 
 

 

Mr. Melby is an active philanthropist. He and his family are members of the Harvesters, an Orange County food bank dedicated to providing healthy meals to underprivileged kids in Southern California. He is also a member of the Cattle Baron’s, a Texas charity providing support to the American Cancer Society.

About CUI, Inc.
CUI, Inc. is a solutions provider of electromechanical components and industrial controls for OEM manufacturing. Since its inception in 1989, CUI has been delivering quality products, extensive application solutions, and superior personal service. CUI’s solid customer commitment and honest corporate message are a hallmark in the industry. CUI is a wholly-owned subsidiary of Waytronx, Inc. For more information, please visit www.cui.com.

About Waytronx, Inc.
Waytronx, Inc. has pioneered and is commercializing innovative thermal management solutions capable of revolutionizing the semiconductor, solar and electronic packaging industries, among others. Utilizing its patented WayCool™ hybrid mesh architecture, Waytronx can enhance system performance and remove thermal barriers caused by “microwarming” in today’s advanced computing devices. The Company’s proprietary central and graphics processor solutions, solar energy cooling solutions and power supply cooling solutions deliver more cost effective and efficient thermal management to the industry. Waytronx changed it name from OnScreen Technologies in December 2007. Waytronx acquired CUI, Inc. in May 2008. For more information, please visit www.waytronx.com.

This document contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements are subject to risks and uncertainties that could cause actual results to vary materially from those projected in the forward-looking statements. The company may experience significant fluctuations in future operating results due to a number of economic, competitive, and other factors, including, among other things, our reliance on third-party manufacturers and suppliers, government agency budgetary and political constraints, new or increased competition, changes in market demand, and the performance or reliability of our products. These factors and others could cause operating results to vary significantly from those in prior periods, and those projected in forward-looking statements. Additional information with respect to these and other factors, which could materially affect the company and its operations, are included in certain forms the company has filed with the Securities and Exchange Commission.
# # #
Media Contact:

Josie Lee
Brodeur Partners
602-808-1162
Jlee@brodeur.com

WayCool, WayFast, Waytronx and OnScreen are trademarks of Waytronx, Inc. Other names and brands are the property of their respective owners.
 
 
 

 

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