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): March 17, 2010
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MDI,
INC.
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|
(Exact
name of registrant as specified in its
charter)
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Delaware
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0-9463
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75-2626358
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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835
Proton Rd.
San
Antonio, Texas 78258
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78258
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (210) 679-3550
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Copies
to:
MDI,
Inc.
Secretary
12500
Network Blvd.
Suite
306
San
Antonio, Texas 78249
Fax:
210-477-5401
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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 (see General Instruction A.2. below):
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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John
Linton tendered his resignation on or about February 16, 2010 which resignation
was accepted and became effective on March 17, 2010. Mr. Linton
resigned from MDI, Inc. in any and all capacities, including President and a
member of the Board of Directors (“Board”). At the time of Mr. Linton’s
resignation, he did not serve on any committees of the Board. There are no
immediate plans to fill the vacancy created by Mr. Linton’s resignation from the
Board. The Company believes there are no disagreements between Mr.
Linton and the Company related to the Company’s operations, policies or
procedures that caused the resignation.
Effective
March 19, 2010, Swaraj Bontula, Chief Executive Officer of the Company, has
agreed to become the President and principal accounting officer of the
Company.
Item
8.01 Other
Events
Engagement
of Padgett Stratemann & Co. LLP - On February 11, 2010, MDI, Inc. (the
“Company”) executed a letter engaging Padgett Stratemann & Co. LLP,
Certified Public Accountants & Business Advisors, to provide to the Company
services including (i) responding to the Securities and Exchange Commission
(“SEC”) dealing with accounting issues; (ii) assisting the Company
management and its auditors in setting up an accounting system that can
subsequently be used by Company employees; (iii) other tasks as may be agreed
upon; and (iv) work with the Company’s auditors.
Secure
Smartcard Solutions for Queensland, Australia – The Company has completed
delivery of an initial order for approximately 370 custom Facial Image Capture
units to Unisys Australia, the prime contractor for the Biometrics Component of
the Queensland Smartcard program. The Facial Image Capture units are a key
subsystem in the overall solution awarded by Queensland’s Department of
Transport and Main Roads to Unisys. The Company is
providing
biometric image capture devices used by Queensland’s Department of Transport and
Main Roads for their new smartcard driver licence, authority and proof of age
cards incorporating facial recognition technology.
Greenfield
Development Project in India - Effective February 15, 2010, MDI, Inc. (the
“Company”) entered into a Memorandum of Understanding (“MOU”) with Religare
Capital and Sri Kubera Infracon Ltd. pursuant to which the Company
will provide the total security design, implementation and monitoring for the
Viswakharma 2,400 acre Greenfield development in India. The development includes
aerospace, defense and homeland security manufacturing facilities, residential
development and associated community and commercial facilities. The MOU
contemplates that over a 40-month period, the Company will provide access
control, public video surveillance, perimeter intrusion detection, vehicle and
container screening and biometrics.
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.
MDI,
Inc.
By: /s/ Swaraj
Bontula
Swaraj
Bontula
Chief
Executive Officer
Date:
March 22, 2010