-----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, DY+9R8HWeEQImjiFrLM/yrZtc/C5RN8sCc3h6DynwoHn6Ji8cqiTDwwirhFliN8G lISF2WR8EkWFImLzKnYbFg== 0001144204-03-004160.txt : 20030804 0001144204-03-004160.hdr.sgml : 20030804 20030804163408 ACCESSION NUMBER: 0001144204-03-004160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030804 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIVERSAL GUARDIAN HOLDINGS INC CENTRAL INDEX KEY: 0000859916 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 330379106 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24755 FILM NUMBER: 03821054 BUSINESS ADDRESS: STREET 1: 5795 FLEET STREET, STREET 2: SUITE 110 CITY: CARLSBAD STATE: CA ZIP: 92008 BUSINESS PHONE: 760-579-0808 MAIL ADDRESS: STREET 1: 5795 FLEET STREET STREET 2: SUITE 110 CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: HOLLYWOOD PARTNERS COM INC DATE OF NAME CHANGE: 19990929 FORMER COMPANY: FORMER CONFORMED NAME: GUIDELINE CAPITAL CORP DATE OF NAME CHANGE: 19980804 8-K 1 universal_8k.txt 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 event reported): August 4, 2003 UNIVERSAL GUARDIAN HOLDINGS, INC. (Exact name of Registrant as specified in charter) DELAWARE 0-24755 33-0379106 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 5759 FLEET STREET, SUITE 110 CARLSBAD, CALIFORNIA 92008 (Address of principal executive offices) Registrant's telephone number, including area code: (760) 579-0808 NOT APPLICABLE (Former name or former address, if changed since last report) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. BOARD OF DIRECTORS APPOINTMENT On August 4, 2003, the Registrant issued a press release announcing the appointment of Dr. Mel R. Brashears to the Registrant's Board of Directors. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated in this Report as if fully set forth herein. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable. (b) PRO FORMA FINANCIAL INFORMATION Not applicable. (c) EXHIBITS Exh. No. Description -------- ----------- 99.1 Press Release dated August 4, 2003 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. Date: August 4, 2003 UNIVERSAL GUARDIAN HOLDINGS, INC. By: /s/ Michael J. Skellern --------------------------- Michael J. Skellern President EXHIBITS FILED WITH THIS REPORT Exh. No. Description - -------- ----------- 99.1 Press Release dated August 4, 2003 EX-99.1 3 universal_ex99-1.txt Exhibit 99.1 FOR IMMEDIATE RELEASE MONDAY AUGUST 4, 2003 9:00A.M EDT FORMER LOCKHEED MARTIN CORPORATION CHIEF OPERATING OFFICER DR. MEL R. BRASHEARS APPOINTED TO UNIVERSAL GUARDIAN BOARD OF DIRECTORS CARLSBAD, CALIFORNIA - -DATE- - Universal Guardian Holdings, Inc. (OTCBB: UGHO), and Universal Guardian Corporation, a subsidiary of Universal Guardian Holdings, Inc., announced today the appointment of Dr. Mel R. Brashears to the Universal Guardian Holdings, Inc. Board of Directors. He is currently the Chairman of the Board of Irvine Sensors Corporation (NASDAQ: IRSN) and has had an outstanding career in executive management positions spanning large organizations to small spin-outs and start-ups. "We are very pleased that Dr. Brashears accepted our invitation to join Universal Guardian's Board of Directors," said Michael Skellern, President and CEO of Universal Guardian Holdings, Inc.. "His 34-year career of proven leadership and technical excellence will be a valuable asset to the Corporation." Dr. Brashears has been Chairman of the board of Irvine Sensors Corporation since March 2001, and a director since December 2000. Dr. Brashears joined Irvine Sensors Corporation in September 2000 and is also the chairman and chief executive officer of iNetWorks Corporation, a subsidiary of Irvine Sensors Corporation. Previously, he was sector president and chief operating officer at Lockheed Martin Corporation responsible for $8.5 billion in annual Revenue and 35,000 employees. Dr. Brashears has over 30 years' experience in the design and development of products and systems for the worldwide delivery of high-speed data and information. He has over 100 technical publications and is a past chairman, co-chairman or director of several companies and corporations. Additionally, he served on the boards of the American Electronics Association, the California State University Foundation, and the University of Southern California's Center for Telecommunications Management. Brashears is an invited member of the Telecommunications Academy of Russia. Dr. Brashears is a graduate of the University of Missouri, where he earned his bachelor's, master's and Ph.D. degrees in engineering, and where he also taught. He has also attended several executive institutes including the Management Institute from Penn State University, and the University of Michigan Executive Program. ABOUT UNIVERSAL GUARDIAN CORPORATION Universal Guardian Corporation ("UGC"), a subsidiary of Universal Guardian Holdings, Inc. offers innovative security technologies, products, and services to military, government, and commercial markets worldwide. From command and control system technologies to special weapons systems, UGC's products and services cover a wide range of applications and markets, merging cost-effective high technology and ease of use. UGC has three strategic corporate divisions: Maritime Security Group, Security Products and Systems Group, and the Technology and Engineering Group. Safe Harbor Statement: In conjunction with the provisions of the Safe Harbor section of the Private Securities Litigation Reform Act of 1995, this news release contains certain forward-looking statements pertaining to future anticipated projected plans, performance and developments, as well as other statements relating to future operations and results. Any statements in this news release that are not statements of historical fact may be considered to be forward-looking statements. Written words such as "may," "will," "expect," "believe," "anticipate," "estimate," "intends," "goal," "objective," "seek," "attempt," or variations of these or similar words, identify forward-looking statements. These statements by their nature are estimates of future results only and involve substantial risks and uncertainties. There can be no assurance that actual results will not differ materially from expectations. Further information is available on the Company's website: www.universalguardian.com. CORPORATE ADDRESS Universal Guardian Holdings, Inc. 5759 Fleet Street, Suite 110 Carlsbad, CA 92008 Contact Universal Guardian Holdings, Inc. Michael Briola 760-579-0808 ext. 106 mbriola@universalguardian.com or ECON Investor Relations Inc. Dawn Van Zant 866-735-3513 dvanzant@investorideas.com -----END PRIVACY-ENHANCED MESSAGE-----