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):
April 5, 2018
AURA
SYSTEMS, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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0-17249
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95-4106894
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(State
or other jurisdiction of
incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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10541
Ashdale St.
Stanton,
CA 90680
(Address
of principal executive offices)
(310)
643-5300
(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:
☐
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to
Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR
230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
☐
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
ITEM
5.02 REMOVAL OF DIRECTOR; ELECTION OF DIRECTORS
(a)
Removal
of Director
On
March 29, 2018, in accordance with Sections 228 and 141(k) of the Delaware General Corporations Law (“DGCL”) and as
authorized by the bylaws of Aura Systems, Inc., a Delaware corporation ("Aura" or the “Company”), stockholders
representing more than 50% of the outstanding shares of the Company’s common stock entitled to vote in the election of members
of Aura’s board of directors (the “Voting Stockholders”) acted by written consent and voted to remove both Mr.
Gary Wells and Mr. Michael Paritee for cause from the Aura Board of Directors and to remove Mr. Michael Sawruk, Mr. John M. Cochran
and Mr. Jeffrey D. Cowan from the Aura Board of Directors. Mssrs. Sawruk, Cochran and Cowan were not removed for cause. Pursuant
to that Written Consent of the Shareholders of Aura Systems, Inc., Mssrs. Wells, Paritee, Sawruk, Cochran and Cowan were removed
effective March 29, 2018.
The
Voting Stockholders voted to remove Mssrs. Wells and Paritee based on decisions made by these individuals that prioritize the
personal financial interests of certain board members over those of the Company’s stockholders and creditors. At the time
of his removal, Mr. Wells served as the Chairman of the Board and as a member of the Audit Committee, the Nominating and Corporate
Governance Committee and the Technology Committee. At the time of his removal, Mr. Paritee served as a member of the Compensation
Committee and the Nominating and Corporate Governance Committee as well as Chairman of the Technology Committee. The Company has
not disclosed to which committees, if any, Mssrs. Sawruk, Cochran and Cowan were appointed.
Section
228(a) of the DGCL and Section 2.13 of the Company’s bylaws provide that any action which may be taken at any annual or
special meeting of stockholders may be taken without a meeting, without notice, via written consent of the holders of outstanding
stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted. Section 141(k) of the DGCL and Section 3.12 of the Company’s
bylaws provide that any director or the entire board of directors may be removed, with or without cause, by the holders of a majority
of the shares then entitled to vote at an election of directors. The Company’s Certificate of Incorporation (as amended
to-date the “Certificate”) does not restrict stockholders’ rights to act without a meeting via written consent
or otherwise act to remove or appoint directors.
As
of March 29, 2018, Aura had 41,739,723 shares of common stock outstanding, each of which is entitled to one vote for each in the
election of directors. Shareholders holding 22,306,577 shares of Aura common stock entitled to vote for the election of directors
voted through the Written Consent of the Stockholders of Aura to remove Mssrs. Wells, Paritee, Sawruk, Cochran and Cowan from
the Aura board of directors. Therefore, the shares of common stock voted through the Written Consent of the Stockholders of Aura
Systems, Inc. to remove Mssrs. Wells, Paritee, Sawruk, Cochran and Cowan exceeded the number required for such action.
(d)
Election
of Directors
On
March 29, 2018, in accordance with Sections 228 of the Delaware General Corporations Law (“DGCL”) and as authorized
by Aura’s bylaws, stockholders representing more than 50% of the outstanding shares of the Company’s common stock
entitled to vote in the election of members of Aura’s board of directors delivered to the Company a Written Consent of the
Shareholders of Aura Systems, Inc. by which such stockholders voted to elect Gary Douglas, Salvador Diaz-Verson, Jr., and William
Anderson to serve as directors on the Company’s Board of Directors. Pursuant to that Written Consent of the Shareholders
of Aura Systems, Inc., Mssrs. Douglas, Diaz-Verson, Jr., and Anderson were elected as directors by stockholders effective March
29, 2018.
Shareholders
holding 22,306,577 shares of Aura common stock entitled to vote for the election of directors voted through the Written Consent
of the Stockholders of Aura to elect Mssrs. Douglas, Diaz-Verson, Jr., and Anderson to the Aura board of directors. Therefore,
the shares of common stock voted through the Written Consent of the Stockholders of Aura Systems, Inc. to elect Mssrs. Douglas,
Diaz-Verson, Jr., and Anderson exceeded the number required for such action.
William
Anderson
- Mr. Anderson is a seasoned marketer, merchandiser, and start-up entrepreneur with global experience. Mr. Anderson
holds a BS from Columbia University in Industrial Engineering & Operations Research and an MBA from Harvard Business School.
Prior to his current entrepreneurial activities, Mr. Anderson was Chief Marketing and Chief Merchandising Officer with global
responsibility for Carrefour and CEO of @Carrefour, which was Carrefour’s initial foray into e-commerce. Mr. Anderson has
held senior executive positions in numerous companies such as Hardlines at Kmart Corporation, Federated Department Stores, Ames
Department Stores and Oshman’s Sporting Goods. He is also an experienced start-up entrepreneur, having founded Domain Home
Furnishings, Leisure Concepts Management, and Gluuteny, Inc., with private equity backing. Mr. Anderson is and has served on numerous
boards of directors including: Xoran Technologies; Wind Point Partners, OpTier; Domain (of which he is also a co-founder) a Bain
Capital & Bessemer Venture Partners retailer. In 2014 Mr. Anderson became a Vistage International Chair and formed a CEO peer-group
in Philadelphia.
Gary
Douglas
-Mr. Gary Douglas has a BBA in Management degree, with extensive experience in cooperate communication and investment
banking. He is a principal in Douglas Strategic Communications LLC, a marketing strategy and communications consultancy, and Ex
officio Chairman of Picture Marketing, Inc., a digital marketing company. Mr. Douglas also formally served as Chief Marketing
Officer of O’Melveny Consulting LLP, a unit of a global law firm. He also served as President of SP/Hambros America and
Division President of Geneva Learning Systems and Group Vice President of Business Development for the five Geneva Companies,
both SP/Hambros and The Geneva companies were middle market investment bankers.
Salvador
Diaz-Verson, Jr
.
Mr. Diaz-Verson served as a director of Aura from June 2007 to January 2018 and from 1997 to 2005.
Mr. Diaz-Verson, Jr. is the founder, Chairman and President of Diaz-Verson Capital Investments, Inc., and was a registered
investment advisor with the Securities and Exchange Commission until 2009. Mr. Diaz-Verson, Jr. served as President and member
of the board of directors of American Family Corporation (AFLAC, INC.) from 1976 until 1992. Mr. Diaz-Verson, Jr. served as Executive
Vice President and Chief Investment Officer of American Family Life Assurance Company, a subsidiary of AFLAC, INC. He
is currently Chairman of Miramar Securities. Mr. Diaz-Verson, Jr. has received two presidential appointments to the Christopher
Columbus Fellowship Foundation; first by President George H.W. Bush in 1992 and subsequently by President Clinton in 2000.
Mr. Diaz-Verson, Jr. is a trustee of the Florida State University Foundation and is a national trustee of the Boys and Girls
Club of America. He also serves as a trustee of Clark Atlanta University. Mr. Diaz-Verson, Jr. is a graduate of Florida State
University and was selected as a director in view of his lengthy experience in managing companies and his knowledge of capital
investments.
There
are no arrangements or understandings between Mr. Douglas, Mr. Diaz-Verson, Jr., or Mr. Anderson, respectively, and any other
person pursuant to which he was elected as a director. Neither Mr. Douglas, Mr. Diaz-Verson, Jr., nor Mr. Anderson is a party
to any transaction with the Company that would require disclosure under Item 404(a) of Regulation S-K. Since the beginning of
the Company’s last fiscal year, neither Mr. Douglas, Mr. Diaz-Verson, Jr., nor Mr. Anderson have been a participant in any
financial transactions, arrangements or relationships with the Company in an amount exceeding $120,000 nor do they have any direct
or indirect material interest in the same. It was not determined on which, if any, committee(s) of the Board of Directors Mssrs.
Anderson, Diaz-Verson, Jr. and Douglas will serve.
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.
Dated:
April 5, 2018
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By:
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/s/
Melvin Gagerman
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Melvin Gagerman
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Chief Executive Officer
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