-----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, DpOlyfv1XPTG77TVCBCka2n66Lgqa1pcb5n5qsoO08NlKbDri4Ytumgi3sjMSCRO bjwr3pjCa89ocO5qujZogw== 0001181431-09-053864.txt : 20091127 0001181431-09-053864.hdr.sgml : 20091126 20091127170719 ACCESSION NUMBER: 0001181431-09-053864 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091120 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091127 DATE AS OF CHANGE: 20091127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAYSTAR TECHNOLOGIES INC CENTRAL INDEX KEY: 0001262200 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 841390053 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34052 FILM NUMBER: 091210475 BUSINESS ADDRESS: STREET 1: 13 CORPORATE DRIVE CITY: HALFMOON STATE: NY ZIP: 12065 BUSINESS PHONE: 518-383-4600 MAIL ADDRESS: STREET 1: 13 CORPORATE DRIVE CITY: HALFMOON STATE: NY ZIP: 12065 8-K 1 rrd258322.htm Prepared By R.R. Donnelley Financial -- Form 8-K
 
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):  11/20/2009
 
DAYSTAR TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-34052
 
DE
  
84-1390053
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
2972 Stender Way
Santa Clara CA 95054
(Address of principal executive offices, including zip code)
 
408 582-7100
(Registrant’s telephone number, including area code)
 
(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:
[  ]   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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On November 20, 2009, Mr. Michael Matvieshen, Chief Executive of EPOD Solar, Inc., resigned from the Board of Directors of DayStar Technologies, Inc. (the "Company"). On October 20, 2009, the Company announced that EPOD Solar, Inc had terminated a letter of intent between EPOD Solar, Inc. and the Company. In connection with his resignation, Mr. Matvieshen alleged that members of the Company's Board of Directors breached their fiduciary duties and failed to properly supervise officers of the Company. Further, Mr. Matvieshen alleged that the Company has failed to comply with its record keeping and disclosure obligations. These allegations have been reviewed by the Company and its Board of Directors and are believed to be without merit. Notwithstanding this, as this initial review was conducted, in part, by members of the Board who could be deemed to have a conflict of interest, the Board of Directors has created a committee of disinterested directors to investigate these allegations.

Mr. Matvieshen's re signation letter is included as an Exhibit to this Current Report on Form 8-K.

 
 
Item 9.01.    Financial Statements and Exhibits
 
Exhibit No.          Description
17.1                   Resignation Letter of Michael Matvieshen
 

 

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.
 
           
DAYSTAR TECHNOLOGIES, INC.
 
 
Date: November 27, 2009
     
By:
 
/s/    William S. Steckel
               
William S. Steckel
               
Chief Executve Officer
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-17.1
  
Resignation Letter of Michael Matvieshen
EX-17.1 2 rrd258322_30488.htm RESIGNATION LETTER OF MICHAEL MATVIESHEN November 17, 2009

November 17, 2009

To the Chairman and Board of Daystar Technology Inc.:

After today's board meeting it is clear that the board has chosen to remove me from the operations of the company by creating a committee of the board that has all members of the board on it except me.

I have watched the board act with total disregarded of it responsibility for disclosure to the shareholders of material events, even after repeated request for action on these events. These events are the removal of approximately 50% of the staff, and the lawsuit of the Newark landlord. The misrepresentations of the state of the CIGS technology.

The Company's executives have repeatedly given inaccurate information on the state of the company's technology and developments in presentations to investors and the public.

The Board took no action when the Executives violated the loan agreement for the 2 million dollars and the LO1 agreement with Epod Solar Inc.

The Board has allowed a complete falsification of resolution and of minutes of board meetings.

The board has allowed executives to completely ignore the corporate governance rules for filing accurate SEC filing and timely filings.

The Chairman of the Board allowed the executive's particularly the CFO during my time as CEO to usurp the office of the CEO with false statements to the staff and unauthorized action, and to direct staff without any approval from the board. There has been a complete refusal of the past and present chairman to address these issues at the board level.

The Company has been placed at great risk from the actions of the Board. This was done with the complete break down of corporate governance and regard for SEC rules and NASDAQ rules.

As a result of the above it is with great regret that I am immediately resigning from the Boards of directors of Daystar.

I will be forwarding a copy of this letter to the SEC, NASDAQ and the Auditors of the company.

Yours truly,

Michael Matvieshen

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