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Seven Directors Of Spectrum Quit

March 28, 1994

NEW YORK (AP) _ Spectrum Information Technologies Inc. said today that seven of its 11 board directors are quitting in a shift to outside control of the troubled high-technology company.

Spectrum plans to shrink the size of its board to seven members by filling just three of the vacancies, all with directors who aren’t employees of the company.

The company said the resignations were voluntary. But the move comes amid shareholder pressure to stem the negative publicity at the wireless data communications company since former Apple Computer Inc. boss John Sculley quit as Spectrum chairman last month.

Spectrum stock was up 25 cents at $2.94 per share in midday trading on the Nasdaq stock market.

″I applaud the board’s commitment to restructure itself and I am happy to work with the company in order to develop its full potential,″ said Heiko Thieme, chairman of the American Heritage Fund, the largest Spectrum shareholder, in a statement released by Spectrum.

An outside spokesman for the Manhassat, N.Y.-based company said the realignment decision was made by Spectrum chairman and chief executive Edward E. Maskaly with the approval of all the board members.

″Maskaly feels it will give additional credibilty to the company and there is a need for strong independent governance at the board level,″ said the spokesman, Bill Campbell.

Among the board departures are four Spectrum executives, including Peter T. Caserta, who took an indefinite leave of absence as company president last week to clear his name after the arrests of five associates. Outside directors comprise the other three resignations.

The relatively obscure company generated wide publicity last October when Caserta recruited Sculley as chairman. Sculley later quit in a stormy split, alleging that Caserta failed to fully disclose company problems, including a Securities and Exchange Commission probe into Spectrum.

In last week’s arrests, authorities charged the five men - including the owner of a company recently owned by Caserta and a current Spectrum employee - with running an investment fraud scheme. Neither Caserta nor Sculley was charged.

In addition to Caserta, the Spectrum executives leaving the board are Andrew Migliorini, head of Spectrum’s technology unit; James L. Paterek, head of contract engineering; and A. Werner Pleus, head of investor relations.

The company said the three departing outside directors are Michael D. Madden, who is head of global business development at Kidder, Peabody & Co.; Lt. Gen. Thomas P. Stafford, who runs his own consulting company; and Joseph H. Allen, a retired business executive.

Campbell said the three outside directors all resigned for personal and business reasons. But Thieme said in an interview that ″they resigned because they were people Peter (Caserta) had put on the board.″

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