Diese Aktie steigt und steigt und steigt... - 500 Beiträge pro Seite

[Compus]

So etwas habe ich schon lange nicht mehr gesehen.

Der Wert zeigt sich unbeeindruckt von jeglicher Marktschwäche und erreichte gestern unter RIESIGEN Umsätzen ein neues Hoch.

Teilweise standen gestern über 100.000 Shares zu 2.71 im Bid.

Seht Euch den Chart an, betreibt eigenes Research.

Ich bin der Meinung das hier sehr hohes Potential besteht.

Ich stelle keine Meldungen oder Analysen hier rein. Beschäftigt Euch mit dem Wert und entscheidet selbst.

Neugierig ?

Guckst Du am besten hier....

http://finance.yahoo.com/q?s=SPSC.OB

Euer

COMPUS

[2Leasy]

Hallo Compus

Ich beschäftige mich seit etwa 2 Monaten mit der Aktie und bin seit Anfang März drin. Kann mich deinem Kommentar nur anschließen. Jeder sollte sich selber eine Meinung bilden, ob es sich lohnen könnte hier zu investieren...


Einen Blick ist es jedenfalls wert!

[HelddesAlltags]

CONFORMED PERIOD OF REPORT: 20040329
ITEM INFORMATION: Resignations of registrant`s directors
ITEM INFORMATION: Financial statements and exhibits
FILED AS OF DATE: 20040330

FILER:

COMPANY DATA:
COMPANY CONFORMED NAME: SPECTRUM SCIENCES & SOFTWARE HOLDINGS INC
CENTRAL INDEX KEY: 0001229195
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [ 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

March 29, 2004
-------------------------------------------------------------
Date of Report (Date of earliest event reported)


SPECTRUM SCIENCES & SOFTWARE HOLDINGS CORP.
-------------------------------------------------------------
(Exact name of registrant as specified in its charter)


ITEM 6. RESIGNATION OF REGISTRANT`S DIRECTORS.

On March 19, 2004, Spectrum Sciences & Software Holdings Corp. (the
"Company") received a resignation letter (the "Initial Letter") from Donal
Myrick in which he resigns as chief executive officer of the Company. On March
24, 2004, by a supplemental letter (the "Supplemental Letter"), Mr. Myrick
resigned from all of his positions with the Company and its affiliates. Mr.
Myrick`s Initial Letter expresses his disagreement with matters relating to the
Company`s operations, policies and practices. Both the Initial letter and
Supplemental Letter are filed with this Form 8-K and are included as Exhibit
99.1 and 99.2.

The Board of Directors (the "Board") vigorously disagrees with the
assertions made by Mr. Myrick in the Initial Letter. One March 25, 2004, by
letter to Mr. Myrick, the Board objected to his allegations, and unconditionally
accepted his resignation. The Board letter is filed with this Form 8-K and is
included as Exhibit 99.3.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits

Exhibit No. Document
- ------------ --------
99.1 Donal Myrick`s resignation letter dated March 19, 2004

99.2 Donal Myrick`s supplemental resignation letter dated March
23, 2004

99.3 Board of Directors response to Donal Myrick`s resignation letter
dated March 25, 2004


<PAGE>
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.

Spectrum Sciences & Software Holdings Corp.


By: /s/ William H. Ham, Jr.
--------------------------
William H. Ham, Jr.
Executive Vice President

Date: March 26, 2004


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>doc2.txt
<DESCRIPTION>MYRICK RESIGNATION LETTER
<TEXT>

Exhibit 99.1

March 19, 2004

Spectrum Science & Software Holdings Corp.
Attention: Directors
911 Hill Avenue
Ft. Walton Beach, Florida 32548

Gentlemen:

In the past several weeks, the Board of Directors ( "Board") of Spectrum
Science & Software Holdings Corp. ("Spectrum") has taken certain actions which I
believe are adverse to the best interest of Spectrum and to which I have
objected as CEO and as a Board member. It is clear that through these actions,
neither the Board nor its counsel is operating in the best interests of
preserving and protecting Spectrum or its shareholders, but instead are taking
actions designed to benefit a single shareholder, Mr. Bobby Genovese.

Most recently, I have raised issues to the Board and Spectrum`s counsel
concerning the need to file an accurate 8-K relating to the transactions which
have been undertaken and are contemplated to be undertaken, as a result of Board
action. I believe that filing an appropriate 8-K is necessary in order that
stockholders and potential investors of Spectrum have full knowledge of
transactions that are occurring in the company. Among other issues I have raised
with the forms of 8-K which have been drafted, are that they fail to address the
following:

1. An accurate description of Genovese`s position vis- -vis, Spectrum;
i.e., that he is an insider, a control person, a debt-holder and a stockholder.
Moreover, the shareholders and potential investors should be aware of his role
in Spectrum and how that role will be impacted by the various stock options and
the contemplated consulting agreement.

2. An accurate description of the liquidity crisis as set forth in the
letter dated March 5, 2004, from Nancy Gontarek to the board of directors.

3. An accurate description of the motivation of Board members other
than me in authorizing a stock option plan as a principal means to raise money
for capital and to avoid Genovese`s threats to demand payment on notes (Indeed,
the change in options going to Genovese from 4 million to 9 million with no
discussion or rationale highlights Genovese`s control position);

4. An appropriate and full disclosure of Genovese`s "new" demand of
$1.6 million in invoices, which may or may not be valid obligations and the fact
that no one has verified the validity of that alleged debt;

5. An accurate description of Spectrum`s obligations to me and the fact
that management salaries have been reduced while at the same time Mr. Genovese
is being granted sweetheart deals.

6. An accurate description of Mr. Genovese`s allegations of fraud
against Spectrum and the inaccuracy of Spectrum financials relating to his
internal loan investment and his threat to demand payment on the notes unless he
was provided with additional stock.


<PAGE>
In addition, I have concerns regarding the independence of the Board and
Spectrum`s legal counsel. It is clear that the directors, other than myself,
are operating solely to benefit Mr. Genovese and the enhancement of his stock
position in the company.

As CEO and Board member, I believe that the proposed issuance of stock
options to Mr. Genovese is without proper consideration and creates a negative
financial impact to the detriment of Spectrum and the shareholders and is only
designed to benefit Mr. Genovese. Moreover, the consulting agreement, which has
been approved by the other Board members other than me, is an artifice designed
by Mr. Genovese to the detriment of the shareholders and potential shareholders.
The failure to disclose these items fully in the 8-K raises further concerns in
my mind.

For over a year, Spectrum has been operated under the direction of Mr.
Genovese and my role relegated to that of a figurehead. I have had no control,
but rather have been forced to watch as Genovese calls all of the shots and
controls the direction and actions of Spectrum. Based upon the foregoing, and
despite my objections which are being overridden by the other Board members and
by direction of counsel for Spectrum, I feel that I have no choice but to resign
my position as CEO effective as of this date.

Very truly yours,

/s/ Donal R. Myrick

Donal R. Myrick



cc: Sal Fichera, Esq.


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>4
<FILENAME>doc3.txt
<DESCRIPTION>MYRICK SUPPLEMENTAL RESIGNATION LETTER
<TEXT>

Exhibit 99.2

March 23, 2004

Spectrum Science & Software Holdings Corp.
Attention: Directors
91 Hill Avenue
Ft. Walton Beach, Florida 32548

Gentlemen:

Please allow this letter to clarify that my resignation of March 19, 2004
related to all of my positions with Spectrum Sciences & Software Holdings Corp.
(the "Company") and any of its affiliates, including my positions as a director,
chairman of the board, president, CEO or any other position I may have held. I
have resigned from those positions for the reasons stated in my letter of March
19, 2004, a copy of which I again attach for your convenience.

Please also allow this letter to serve as my request that my resignation as
a result of my disagreement with matters relating to the Company`s operations,
policies and practices be reported to the public pursuant to Form 8-K, item 6.
I understand that this reporting obligation will require a filing within five
business days of the date of this letter.

Please contact me with any questions, comments or concerns you may have
regarding this matter.

Very truly yours,

/s/ Donal R. Myrick
Donal R. Myrick


cc: Sal Fichera, Esq.


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.3
<SEQUENCE>5
<FILENAME>doc4.txt
<DESCRIPTION>RESPONSE TO MYRICK RESIGNATION LETTER
<TEXT>

EXHIBIT 99.3

March 25, 2004

Donal Myrick
511 Circle Dr.
Ft. Walton Beach, FL 32548

RE: RESIGNATION

Dear Donal:

We are in receipt of your resignation letter dated March 19, 2004 and are
taking this opportunity to express our objections to the way you characterize
recent corporation actions that the Board of Directors (the "Board") took on
behalf of Spectrum Sciences & Software Holdings Corp. (the "Company").

As the former chief executive officer, you are well aware of the financial
state of the Company. You are aware that the Company is not viable on its own
merit and that it is extremely dependent on outside financing. You are aware
that if outside financing was not available to the Company, its operations would
have ceased a long time ago, and consequently, over one hundred employees would
be out of work, and our stock would be worthless.

In February 2004, we all received the Company`s financial statements for
the month ended January. In such, the Company recorded a net loss of $121,000
for the month ended January and its total debt increased by $181,000 for the
month ended January. Moreover, the Company`s chief financial officer
subsequently advised us that the Company`s subsidiary was indebted to (a) Robert
Genovese in the amount of $652,653.47 for corporate expenses; (b) Endeavor
Capital Group LLC ("Endeavor") in the amount of $48,000 under a consulting
agreement and $161,858.03 under a promissory note; and (c) BG Capital Group Ltd.
("BGCap") in the amount of $471,090.71, and that all this debt was due on
demand. It was clear to us that the Company did not have adequate capital
resources to pay this debt. The chief financial officer made it clear to us
that if a demand was made for payment, the Company would be forced to liquidate
its assets.

In light of these difficult financial circumstances, Mr. Genovese made a
proposal to us. He indicated that he would be willing to act as a consultant to
the Company. In that capacity, he agreed to bring potential or actual
opportunities to the Company, comment on the Company`s corporate development,
and identify suitable merger or acquisition candidates for the Company. The
Board deemed this proposal to be a viable alternative to liquidation and
authorized the Company to issue him options to acquire 9,000,000 shares of the
Company`s common stock. Payment for such options could be made by Mr. Genovese
either in cash or conversion of the outstanding debt held by Mr. Genovese,
Endeavor or BGCap. Furthermore, the Board designed a provision which limited Mr.
Genovese`s exercise rights, such that, in no instance can Mr. Genovese be
entitled to exercise the option to the extent that such exercise would result in
him beneficially owning more than five percent (5%) of the outstanding shares of
the Company`s common stock. As a result, Mr. Genovese has been working
diligently to bring acquisition candidates to us for our consideration. Any
such acquisition could increase our revenues and earning per share.
Furthermore, the Company has been able to pay back the debt described in the


<PAGE>
third paragraph hereof. This is an achievement that the Board is proud of and
stands by.

You allege that:

1. We failed to accurately describe Mr. Genovese as an insider, a
control person, a debt holder, and a shareholder in our public filings.

As to Mr. Genovese being a debt holder, the Board believes that the
disclosures made in the Form 8-K filed March 3, 2004 respecting debt owed to Mr.
Genovese in excess of $1,300,000 and that the Company could potentially be
indebted to him for an additional $1,600,000 adequately addresses this point.
Prior to the Company`s issuance of stock options to Mr. Genovese, it was clear
to us, based on our analysis of the Non-Objecting Beneficial Owner list provided
to us by ADP, that Mr. Genovese was not a principal shareholder. We are not
sure why you say he is. Further, I think you are again confused when you
categorized Mr. Genovese as an insider and control person. As a consultant
engaged to comment on the Company`s corporate development, Mr. Genovese
certainly does know about our activities, as he should. However, he does not
dictate what courses of action the Company will ultimately take. By your own
admission, you have not been directly involved with the Company`s decision
making process for the past year, so it is not surprising that you could make
such an erroneous presumption.

2. We failed to accurately describe the liquidity "crisis" to the
public.

We believe that the disclosures made in the Company`s Form 10-SB filed
November 4, 2003, Form 10-QSB filed December 3, 2003 and Form 8-K filed March
12, 2004 clearly indicate the financial status of the Company. There is repeated
disclosure regarding the Company`s ability to continue as a going concern. The
auditor`s opinion on the Company`s financial statements indicates that it was
prepared under the assumption that the Company continue as a going concern, but
that the Company`s independent auditor believes that there is "substantial
doubt" that the Company will be able to continue as a going concern in part
because the Company has incurred recurring losses from operations and has a net
capital deficiency. Moreover, the Company`s statement in the Form 8-K, namely,
"The Registrant does not have sufficient capital to pay its debt holders in the
event demands are made," clearly indicates the precarious financial conditions
of the Company. You are ill advised if you believe that there is a more accepted
way of disclosing a liquidity "crisis" than by stating that the auditor`s have
expressed a "going concern" qualification in their opinion.

3. We failed to accurately describe the (a) motivation of the Board
members in authorizing the stock option plan as a principal means to raise money
for capital and to avoid Mr. Genovese`s threats to demand payments on notes; and
(b) the rationale for increasing the options granted to Mr. Genovese from
4,000,000 to 9,000,000.

The Board believes that the motivation regarding the stock option plan is
clearly to compensate employees/consultant/advisors for their continued hard
work and dedication. The Board was not motivated by incidental capital raising
or by threats. We acknowledge the loyalty of our employees and intend to issue
stock options to a significant number of them. Further, we have concluded that
it is imperative that the Company engage outside consultants and advisors, and
made a decision that issuing stock options to such persons is the best way to
compensate them, so as not to reduce our limited operating cash. Moreover, we
have increased the number of shares which Mr. Genovese can exercise under his


<PAGE>
consulting agreement because in our judgment, he was not being adequately
compensated.

4. We failed to accurately describe an appropriate and full disclosure
of Mr. Genovere`s new demand of $1,600,000 in invoices, which may or may not be
valid obligations and the fact that no one has verified the validity of that
alleged debt.

This claim is ludicrous. We clearly indicate in the Company`s Form 8-K
filed March 12, 2004 that, "On March 8, 2004, Genovese submitted an additional
$1,601,850 of invoices to the Registrant relating to the Registrant`s business.
These expenses are being reviewed in substance by the Registrant`s chief
financial officer. If they are deemed corporate expenses, such will be due to
Genovese on demand." It was not more than three day after the Company`s receipt
of such invoices, that it disclosed such items to the public. Disclosure was
made as fully and as completely as possible under the circumstances. From that
date, to the date of this letter, not only has the Company`s chief financial
officer reviewed the invoices, but additionally, the Company`s independent
auditor has scrutinized these materials. The Board and the Company have no
intention of categorizing these debts as corporate liabilities, unless and until
the chief financial officer and the Company`s independent auditors so advise.
At this point in time, most of these expenses are believed to be legitimate, but
the Company needs to complete its review.

5. We failed to accurately describe the Company`s obligations to you,
and the fact that management salaries have been reduced while at the same time
Mr. Genovese is being granted sweetheart deal.

It is clear that the Company is at a sensitive juncture. The Company is in
a position of weakness. Its finances are such that salaries to management had
to be reduced. The reductions were made out of necessity. Except for you, all
the other members of management are willing to make accept the reductions, and
are willing to make sacrifices for the good of the Company and its shareholders.
Further, it is unconscionable that you deem the transactions with Mr. Genovese
"sweetheart deals". It is apparent that other than Mr. Genovese, there are a
few to no persons lined up to assist the Company at this time. The risk to many
is simply too great. Mr. Genovese has invested monies time and time again to
keep the Company afloat. Such investments were unsecured, and clearly, the sale
of the Company`s assets could not come close to satisfying his debt. Mr.
Genovese`s risk was high, and as such his reward may be great. We will
continually depend on Mr. Genovese for insight to help the Company prosper. The
Board has taken the necessary measures to ensure Mr. Genovese`s presence. It is
clear that the Company can not lose Mr. Genovese`s support at this time. Prior
to the so called "sweetheart deals", the Company did not have excess monies to
pay management. The Company has now reinstituted management salaries.
Additionally, the Board has decided to compensate management for past services
with stock options pursuant to the stock option plan you deem questionable.

6. We failed to accurately describe Mr. Genovese`s allegation of fraud
against the Company and the inaccuracy of the Company`s financials relating to
Mr. Genovese`s internal loan investment and his threat to demand payment on the
notes unless he was provided with additional stock.

We are not aware of Mr. Genovese`s fraud allegations against the Company,
and further, are not aware of any threats made by him to demand payments on his
notes. If you are in possession of any such materials, please provide them to
us. We would be very interested in addressing such issues. We are not sure
what you mean by "Mr. Genovese`s internal loan investment".


<PAGE>
As directors of the Company, we were entrusted with and are obligated to
uphold fiduciary duties. We are required to exercise our power with competence
and diligence and in the best interests of the Company and its shareholder. In
our efforts to act in this manner, we are required to act honestly and in good
faith.

We are of the opinion that we, and not you, have acted with such good
faith. The financial outlook of the Company is turning positive. We have taken
those step necessary to achieve profitability. We have promoted certain officers
for excellent work and intend to compensate them accordingly via stock options.
We have turned the Company around financially, and plan to continue to do so.
You have been adverse to every action we have taken. Contrary to you, we have
been working in the best interests of the Company and its shareholders.

It became clear to us some time ago that your conflicts with Mr. Genovese
have prevented you from performing your management duties. We are aware that
currently, Mr. Genovese is making certain demands of you; demands that you are
not willing to entertain or satisfy. Mr. Genovese is alleging fraud against you,
and that you acquired your securities position in the Company in connection with
such fraud.

Finally, we note that during the Board meeting on March 11, 2004, you
indicated that you would only sign the SouthTrust Bank loan modification
materials if the Company would agree to indemnify you on your personal guarantee
that you made to the Bank, knowing full well that if such materials were not
signed, SouthTrust could call a default on their loans. You also indicated that
you would only sign the documents presented to you as chief executive officer if
the Company would reinstate your salary. Again, others have made sacrifices
that you are unwilling to make.

We have concluded that you have not acted in good faith and unconditionally
accept your resignation from all your officer positions and as Chairman of the
Board.

Thank you,

/s/ Kelly Armstrong
- ----------------------
Kelly Armstrong


/s/ Karl Heer
- ----------------------
Karl Heer


<PAGE>

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----

[Compus]

Press Release Source: Spectrum Sciences & Software Holdings Corp.


Spectrum Sciences Announces William Ham as President and Chief Executive Officer
Wednesday March 31, 8:02 am ET
New CEO Summarizes Next-Generation Vision for Company Under New Leadership as Shares Set All Time Highs


FORT WALTON BEACH, Fla., March 31 /PRNewswire-FirstCall/ -- Spectrum Sciences and Software, Inc. (OTC Bulletin Board: SPSC - News), highly focused on homeland security through the provision of full-service, quality solutions to complex and diverse government initiatives, today announced the appointment of William Ham, a long standing company veteran and Executive Vice-President in charge of Range Systems Operation and Management-Gila Bend, as President and Chief Executive Officer.
(Logo: http://www.newscom.com/cgi-bin/prnh/20031209/FLTU018LOGO )
Mr. Ham, a graduate of the United States Air Force Academy joined Spectrum after 20 years service, having earned a BS degree in Electrical Engineering. Mr. Ham, outlined Spectrum`s next-generation vision for the Company pursuant to initiatives approved today by Spectrum`s Board of Directors. Among the initiatives the Board approved yesterday, is a directive calling for a highly proactive program for the acquisition of strategic companies and assets on an accretive basis to support significant contributions in revenues. The expanded vision is coupled to the Company`s long-standing commitment to aggressive organic growth.

"These actions by Spectrum`s Board of Directors bode well for the Company and our shareholders, with the dual directives of aggressive growth through accretive acquisitions, and a reenergized commitment to organic growth, we reaffirm our commitment to market expansion and continued successful financial performance," stated Mr. Ham. "This successful performance was most recently rewarded by the Company achieving its all time highest share price today in one of the top ten highest volume days in the Company`s history. The performance is also demonstrated by the Company`s record-breaking third quarter revenues of $3.2 million, and record nine months revenues of approximately $10 million. Which marked the most significant financial achievement in our 20-year history and is further reinforced by the numerous recent positive corporate developments. These new initiatives will continue to fuel our present success, while building a strong foundation for our future".

Mr. Ham concluded, "Spectrum`s long-standing position as a favored defense vendor, coupled with our ongoing positive financial performance, provides a solid foundation for our expanded commitment to aggressive growth with a new focus on accretive or earnings- generating acquisitions. Quite simply, the Board determined the criticality of capitalizing on the immediate and significant opportunities available to the Company through the broad array of Homeland Security programs being deployed by the United States government. This is in addition to the expanded demand for defense-related solutions internationally as the result of unrelenting and undiminished worldwide terrorist threats. The Company`s favorable position within the industry and our continued development of sophisticated, dependable and cost-effective solutions will continue to propel our growth. Our business model is clearly effective and tuned to deliver competitive advantages, improved earnings and, substantially increased shareholder value."

Other Spectrum Developments

The Company also noted that Steve Cook, Spectrum`s Vice President of Investor Relations, presented at the Homeland Defense Show in Washington, D.C. The presentation, at the National Press Club, included the attendance of members of the international press corps. Mr. Cook discussed the products and services offered by the Company with significant emphasis on the features of the Company`s recently announced proprietary Safe-Borders` program. "The presentation today at the prestigious National Press Club was attended by many of the "Who`s Who" of the defense community," stated Mr. Cook. "We were pleased by the substantial number of media inquiries Spectrum received, including an interview with CBS Marketwatch, which we believe may have contributed to today`s significant volume, representing one of the highest volume days in the Company`s history with an all time high for our share price. I am also pleased to note the great response that Spectrum generated on March 23rd at FOSE 2004 Government IT trade show in Washington, D.C where the Company premiered the first public demonstration of the Safe-Borders next generation technology."

Cautionary Statement

This news release contains forward-looking statements as defined by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance and underlying assumptions and other statements, which are other than statements of historical facts. These statements are subject to uncertainties and risks including, but not limited to, risks set forth in documents filed by the company from time to time with the Securities and Exchange Commission. All such forward-looking statements, whether written or oral, and whether made by, or on behalf of, the Company, are expressly qualified by these cautionary statements and any other cautionary statements which may accompany the forward-looking statements. In addition, the Company disclaims any obligation to update any forward-looking statements to reflect events or circumstances after the date hereof.

Contact:
Spectrum Sciences and Software, Inc.
Steve Cook, 800-368-5278
[e-mail]




--------------------------------------------------------------------------------
Source: Spectrum Sciences & Software Holdings Corp.