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) JANUARY 27, 2003
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SSP SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-26227 33-0757190
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
17861 CARTWRIGHT ROAD, IRVINE, CALIFORNIA 92614
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (949) 851-1085
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NOT APPLICABLE
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(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS.
SSP Solutions, Inc. ("SSP") recently filled two vacancies on its board
of directors. Effective January 27, 2003, Dr. Gregory J. Clark accepted an
appointment to SSP's board of directors and became a member of SSP's Audit
Committee. Also effective January 27, 2003, Mr. Ron R. Goldie accepted an
appointment to SSP's board of directors and became Chairman of SSP's Audit
Committee and a member of the Compensation Committee. Gregg Amber stepped down
from SSP's Audit Committee but remains on SSP's board of directors.
As a result of these changes, SSP's board of directors now consists of
Marvin J. Winkler, Kris Shah, Gregg Amber, Joel Rubenstein, Dr. Clark and Mr.
Goldie. SSP's Audit Committee now consists of Dr. Clark, Mr. Goldie and Mr.
Rubenstein. SSP's Compensation Committee now consists of Mr. Amber, Mr. Goldie
and Mr. Rubenstein.
Dr. Clark has served as vice chairman of Knowledge Universe, a private
company that operates, incubates and invests in companies in the technology,
health and education industries, since January 2000. He has served as a director
of Nextera Enterprises, Inc., a management consulting services company
(Nasdaq-SCM: NXRA), since January 2000. From January 1998 to January 2000, Dr.
Clark served as president and chief operating officer of Loral Space and
Communications, LLC, a satellite communications company. From March 1994 to
December 1998, Dr. Clark served as president of the News Technology Group, a
division of News Corporation, and was responsible for the worldwide integration
of technical strategies and operations in print, terrestrial and satellite
television, film and online and Internet services. From 1988 to 1994, Dr. Clark
served as director of science and technology for IBM in Australia. Dr. Clark
holds a Ph.D. degree in Physics from Australian National University and a B.Sc.
degree in Physics from University of Tasmania.
Mr. Goldie has served domestically and internationally as both a senior
business executive and an attorney with several large law firms, with Mr. Goldie
specializing in financial transactions and managing the business law departments
of those firms. From November 2001 to February 2002, Mr. Goldie was the Chief
Financial Officer of ETC, plc, a London-based firm with operations in electronic
payment processing and encryption, in addition to technology investments both in
the United States and Europe. From October 2000 to September 2001, Mr. Goldie
was the Chief Operating Officer of GlobalNetFinancial ((Nasdaq-NMS: GLBN)
(LSE/AIM:GLFA)), an international dual-listed firm with holdings in numerous
financial management firms in the United States and Europe. Upon returning from
London in September 2001, Mr. Goldie formed the Law Offices of Ron R. Goldie to
serve both domestic and European-based clients. Previously, Mr. Goldie served as
a senior partner in various firms, including Mitchell Silberberg & Knupp from
March 1999 to April 2001, Stroock & Stroock & Lavan from January 1998 to March
1999, Coudert Brothers from April 1997 to January 1998, and Jeffer Mangels
Butler & Marmaro from 1990 to 1997. Mr. Goldie earned a B.A. degree in history
and a J.D. degree from University of Southern California.
Neither Dr. Clark nor Mr. Goldie has had any previous business
relationship with SSP.
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
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99.1 Press Release dated January 29, 2003 relating to
appointment of Ron R. Goldie
99.2 Press Release dated January 29, 2003 relating to
appointment of Gregory J. Clark
SIGNATURE
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: January 30, 2003 SSP SOLUTIONS, INC.
By: /s/ MARVIN J. WINKLER
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Marvin J. Winkler, Co-Chief Executive
Officer
EXHIBITS FILED WITH THIS REPORT
Exh. No. Description
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99.1 Press Release dated January 29, 2003 Relating to Appointment
of Ron R. Goldie
99.2 Press Release dated January 29, 2003 Relating to Appointment
of Gregory J. Clark