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: January 17, 2003
Accesspoint Corporation
(Exact name of registrant as specified in its charter)
Nevada 000-29217 95-4721385
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
6171 W. Century Blvd. Suite 200 LA, CA 90045
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 846-2500
Not Applicable
(Former name or former address, if changed since last report.)
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Item 1. Changes in Control of Registrant
None.
Item 2. Acquisition or Disposition of Assets
None.
Item 3. Bankruptcy or Receivership
None.
Item 4. Changes in Accountants
None.
Item 5. Other Events and Regulation FD Disclosure
None.
Item 6. Resignation of Directors
(a) On January 8, 2003, in a letter dated December 31, 2002, Ms. Marcia
Allen resigned as director of the registrant. The above resignation
was for reasons regarding the current management's operations and
practices. In Ms. Allen's letter she expressed her frustration with
the inability of the Board to direct management of the registrant. Ms.
Allen expressed concern regarding the potential for conflicts of
interest and the number of related-party transactions that might be
perceived incorrectly by other interested parties. Ms. Allen expressed
extreme frustration with the lack of timely financial reporting. Ms.
Allen also indicated the registrant has yet to develop a Business
Plan, that the direction of the registrant has been guided by
litigation and responding to problems rather than planning. Ms. Allen
finally expressed concern regarding a number of issues which she feels
there has been ongoing Board inaction: shareholder communication,
shareholder meeting, proxies, conflict of legal counsel, resolution of
continuing disputes/litigation with former management, sale of the
merchant portfolio and the MBS management agreement.
(b) Management of the registrant strongly disagrees with the statements
contained in Ms. Allen's resignation in their entirety, and denies any
charges of wrongdoing. Management of the registrant is working with
the board, shareholders and employees to settle ongoing litigation,
reduce debt, improve earnings, and streamline its operations. As a
director, and past president, of the registrant Ms. Allen had
unrestricted access to all of the Company's books, records, and
employees, yet during her term as a director of the registrant never
asked to be provided with any financial statement, analyses, account
reconciliations nor position papers on any transaction of the Company.
(c) The resigning director furnished the registrant with a letter
describing such disagreement, attached hereto.
Item 7. Financial Statements Pro Forma Financial & Exhibits
None.
Item 8. Changes In Fiscal Year
None.
Item 9. Regulation FD Disclosures
See Items 1, 5 and 6, above.
December 31, 2002
Mr. William Barber, CEO via US Mail, fax and email
And
The Board of Directors
Accesspoint Corporation
6171 W. Century Blvd.
Suite 200
Los Angeles, CA 90045
RE: Resignation
Gentlemen:
It is with great regret and disappointment that I hereby tender my resignation
as a Member of the Board of Directors of Accesspoint, Corporation ("the
Company").
For the past year I have been a Member of the Board of Directors of Accesspoint.
Initially, I believed in the Company's potential and management's ability to
successfully initiate a turn-around of the Company via the corporate plan to
settle with the IRS, negotiate with creditors, settle litigation, trim costs,
and consolidate offices. More recently I have become extremely frustrated with
the inability of the Board to truly direct management or make any impact on the
direction of the Company. This is especially concerning since there always
exists the potential for personal liability, however without the ability to
impact management's directions there exists "responsibility without authority"
which can be lethal. To this end I have great concern that many of the more
recent actions may be perceived by third parties, as not being in the best
interest of the shareholders. We have many "related party transactions" without
full documentation, competing offers or other alternatives. We as Board Members
are simply told there is no other alternative. This might be viewed by some as
inappropriate actions, or misappropriation of assets, when in reality as a Board
Member it is difficult if not impossible to validate the choices or actions.
From the inception of the change in control in Accesspoint, the plan was to
initiate settlement with the IRS as soon as possible. This was interrupted with
the Bentley litigation, however with the settlement of the lawsuit we once again
moved the IRS matter to the forefront. The Board has continually tried to keep
the IRS a priority and direct the immediate settlement, yet somehow there seems
to be continual roadblocks to that end.
I personally have been extremely frustrated with the lack of timely financial
reporting. The Board has continually been promised by management that interim
Financial Statements would be directed to all members of the Board by mid-month
for the prior month. This has yet to occur. It is hard to access corporate
problems and their potential solutions without timely financial reporting.
More importantly, the Company has yet to develop a Business Plan. It seems that
the direction of the Company has primarily been guided by responding to
litigation and problems rather than planning. We have had a great amount of
dialogue regarding problems and band-aid oriented solutions without any overview
of a Plan. To date as a Member of the Board I have yet to see any financial plan
and/or projections based on the growth of core Business vs. the much talked
about "sale of portfolio", in order to resolve the financial problems of the
Company.
On a final note, there are many important issues that I believe the Company and
Board must address in addition to the much talked about MBS Management Agreement
and sale of portfolio issues, among those are; shareholder communication,
shareholder meeting, proxy, conflict of legal counsel, resolution of continuing
dispute / litigation with former management, etc.
Once again, I tender this resignation with great regret and with only the best
wishes to management and the Board for success in the future.
Sincerely,
Marcia Allen
CC: Foster Tepper, Hardy Thomas
Accesspoint Loses Marcia Allen as Member of Board of Directors
LOS ANGELES--Jan. 18, 2003--Accesspoint Corporation (OTCBB:ASAP)
today reported that Ms. Marcia Allen has resigned from the Board of
Directors.
Forward-Looking Statements
This press release contains certain 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, which are intended to be covered by the safe harbors created
thereby. Investors are cautioned that certain statements in this
release are "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995 and involve known and
unknown risks, uncertainties and other factors. Such uncertainties and
risks include, among others, certain risks associated with the
operation of the company described above. The Company's actual results
could differ materially from expected results.
CONTACT: Accesspoint Corporation, Los Angeles
Lawrence C. Early, 310/846-2455
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.
Date: January 17, 2003 Accesspoint corporation
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By:
/s/ William Barber
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William Barber
President