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: September 23, 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
The registrant today announced that in the ongoing shareholder derivative
action known as Bentley v. Barber, the motion for summary judgment filed on July
3, 2003 asking for dismissal of the Bentley matter based on the findings of the
special litigation committee of the board of directors was denied by Judge
Dennis Choate in the Orange County Superior Court. Based on purported
relationships of the members of the Special Litigation Committee, the judge
ruled that a triable fact regarding the independence of these individuals and
their ability to render an unbiased decision on the case must be determined by a
jury
Based on legal facts and prior case history, Accesspoint strongly objects
to the ruling of Judge Choate in the matter and has directed its counsel to file
a writ of appeal to the 4th Circuit Court of Appeal. During a discovery process
that has lasted for more than a year, plaintiff's counsel has failed to present
or prove any of the allegations contained in the original complaint. Accesspoint
stands behind both the independence of all members of the special litigation
committee as well as their findings. Those findings warrant dismissal of the
action as outlined below:
1) That the allegations raised in the Bentley Action are without merit;
2) The action was previously settled on June 26, 2002, after both the plaintiff
and the court in the Bentley action concluded the settlement agreement was in
the best interests of the Company. The Committee therefore concluded that the
best interests of the company would be served by a dismissal of the action and
the enforcement of the settlement agreement previously approved by the court;
3) That it is not in the Company's best interests to pursue the litigation, as
the costs of prosecuting the litigation far exceed any possible recovery to the
Company, particularly given the possible indemnity obligations of the Company;
4) The balance of the Company's corporate interests could be irreparably harmed
by ongoing litigation as it jeopardizes the Company's key partnerships; the need
for and ability to focus on obtaining new accounts; the need to apply the
Company's resources, management, and assets to the payment and resolution of
outstanding debts; and the need to repair the Company's reputation that has been
damaged by this litigation.
Accesspoint will continue to vigorously fight the Bentley actions based on its
lack of merit.
Item 6. Resignation of Directors
None.
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.
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: September 23, 2003 Accesspoint Corporation
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By:
S/s Lawrence C. Early
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Lawrence C. Early
Controller
A. EXHIBITS
None.