SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Airtech International Group, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Notes:
AIRTECH INTERNATIONAL GROUP, INC.
15400 KNOLL TRAIL
SUITE 200
DALLAS, TEXAS 75248
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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 2001
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To the Stockholders of
AIRTECH INTERNATIONAL GROUP, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Stockholders of
Airtech International Group, Inc., a Maryland corporation (the "Corporation"),
will be held at the Homewood Suites, 4451 Belt Line Road, Addison, Texas 75001
on Friday, May 18, 2001 at 9:00 A.M., Dallas time, for the following purposes:
1. To amend the Restated Articles of Incorporation of the
Corporation to increase the number of authorized shares of the
Corporation's Common Stock, $0.05 par value, from 50,000,000
authorized shares to 100,000,000 authorized shares; and
2. To transact such other business as may properly come before
the Special Meeting and any adjournments thereof.
THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON APRIL 16, 2001 AS THE
RECORD DATE FOR THE DETERMINATION OF STOCKHOLDERS ENTITLED TO NOTICE OF, AND TO
VOTE AT, THE SPECIAL MEETING AND ANY ADJOURNMENTS THEREOF. IF YOU DO NOT EXPECT
TO BE PRESENT AT THE MEETING, BUT WISH YOUR SHARES TO BE VOTED, PLEASE COMPLETE,
DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT IN THE POSTAGE-PAID,
ENCLOSED ENVELOPE, IN ORDER THAT YOUR SHARES OF COMMON STOCK MAY BE REPRESENTED
AT THE SPECIAL MEETING.
By Order of the Board of Directors
James R. Halter,
Chief Financial Officer
AIRTECH INTERNATIONAL GROUP, INC.
15400 KNOLL TRAIL
SUITE 200
DALLAS, TEXAS 75248
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PROXY STATEMENT
This Proxy Statement and accompanying Proxy Card are being furnished by the
Board of Directors of Airtech International Group, Inc., a Wyoming corporation
(the "Corporation"), in connection with the solicitation of proxies for use at a
Special Meeting of Stockholders to be held at the Homewood Suites, 4451 Belt
Line Road, Addison, Texas 75001, on Friday, May 18, 2001 at 9:00 A.M., Dallas
time, and at any adjournments thereof (the "Special Meeting"). This Proxy
Statement, with the accompanying Proxy Card, is first being mailed to holders of
the Corporation's Common Stock, $0.05 par value (the "Common Stock"), on or
about April 23, 2001.
The purpose and business of the meeting is:
1. To amend the Restated Articles of Incorporation of the Corporation
(the "Articles of Incorporation") to increase the number of authorized
shares of the Corporation's Common Stock, $0.05 par value, from
50,000,000 authorized shares to 100,000,000 authorized shares (the
"Amendment Proposal"); and
2. To transact such other business as may properly come before the
Special Meeting and any adjournments thereof.
Only stockholders of record of the Common Stock at the close of business on
April 16, 2001, will be entitled to vote at the Special Meeting. As of the
close of business on such date, there were outstanding and entitled to vote
30,991,573 shares of Common Stock. Each share of Common Stock is entitled to
one vote. The presence, in person or by proxy, of the holders of a majority of
the votes represented by the outstanding shares of Common Stock entitled to vote
at the Special Meeting is necessary to constitute a quorum for the conduct of
business at the Special Meeting. Shares held by persons who abstain from voting
on a proposal will be counted in determining whether a quorum is present, but
will not be counted as voting either for or against such proposal. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter. Assuming
the presence of a quorum, Proposal 1 will
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be approved if the votes cast by stockholders in favor of the Amendment Proposal
exceed the number of votes cast by stockholders opposing the Amendment Proposal.
If a quorum is not obtained, or fewer shares are voted in favor of the
Amendment Proposal than the number required for the approval of the Amendment
Proposal, it is expected that the Special Meeting will be postponed or adjourned
for the purpose of allowing additional time for obtaining additional proxies or
votes, and at any subsequent reconvening of the Special Meeting, all proxies
will be voted in the same manner as such proxies would have been voted at the
original convening of the Special Meeting (except for any proxies which have
theretofore effectively been revoked or withdrawn). An automated system
administered by the Corporation's transfer agent will tabulate the votes.
Where a specific designation is given in the Proxy with respect to a vote
on the Amendment Proposal, the Proxy will be voted in accordance with such
designation. If no such designation is made, the Proxy will be voted FOR the
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Amendment Proposal. Any stockholder giving a Proxy may revoke it at any time
before it is voted at the Special Meeting by delivering to the Secretary of the
Corporation a written notice of revocation or duly executed Proxy bearing a
later date or by appearing at the Special Meeting and revoking his or her Proxy
and voting in person. Attendance at the Special Meeting will not of itself
revoke a Proxy.
AMENDMENT PROPOSAL TO
INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
Summary of Amendment
The Corporation is requesting authority to amend the Articles of
Incorporation of the Corporation to increase the number of authorized shares of
the Corporation's Common Stock, $0.05 par value, from 50,000,000 shares to
100,000,000 shares. The newly authorized shares of Common Stock will be
identical in all respects to the shares of the Corporation's Common Stock which
are currently authorized and outstanding. The form of the proposed Articles of
Amendment is attached as Exhibit "A" to this Proxy Statement. The Board of
Directors has unanimously approved the increase in the authorized shares of the
Corporation's Common Stock as set forth in the Articles of Amendment. The
Articles of Amendment will be formally implemented, assuming approval by the
stockholders, by its filing with the Secretary of State of Wyoming.
Description of Common Stock
The shares of the Corporation's Common Stock are not redeemable, do not
have any conversion rights and are not subject to call. Holders of shares of
Common Stock have no preemptive, redemption, conversion or other subscription
rights and are entitled to one vote per share on any matter submitted to a vote
of the Corporation's stockholders. Cumulative voting is prohibited in the
election of the Corporation's directors.
The holders of the shares of the Corporation's Common Stock are entitled to
receive dividends, if any, as and when declared from time to time by the Board
of Directors, out of legally
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available funds, but subject to the prior payment, if any, of dividends to the
holders of any outstanding shares of preferred stock. Subject to the rights of
the holders of preferred stock, if any, upon liquidation, dissolution or winding
up of the Corporation's affairs, the holders of shares of Common Stock will be
entitled to participate equally and ratably, in proportion to the number of
shares held, in the Corporation's net assets available for distribution to
holders of all shares of the Corporation's Common Stock. All of the shares of
the Corporation's Common Stock currently outstanding are validly issued, fully
paid and nonassessable.
Transactions in which Common Stock May be Issued
On March 30, 2001, the Corporation entered into a securities purchase
agreement to raise up to $1,000,000 through the sale of the Corporation's 12%
Secured Convertible Debentures (the "12% Debentures"). The 12% Debentures are
convertible at the option of the holder into shares of the Corporation's Common
Stock. The conversion price and number of shares of Common Stock issued on
conversion are determined from a formula which relates to the average trading
price of the Corporation's Common Stock on the OTC Bulletin Board during the
20 trading days prior to the date of conversion (the "Conversion Price").
Upon execution of the securities purchase agreement, the investors under
the agreement purchased $800,000 in principal amount of the 12% Debentures with
attached warrants (the "Warrants") to purchase 500,000 shares of the
Corporation's Common Stock. The purchase of the remaining $200,000 in principal
amount of the 12% Debentures is subject to the registration by the Corporation
pursuant to a registration rights agreement of the shares of Common Stock issued
to the holders of the 12% Debentures upon conversion.
Under the terms of the 12% Debentures, the Corporation is required to use
its best efforts to reserve for issuance at all times a number of shares of
Common Stock equal to no less than two times the number of shares from time to
time actually issuable upon conversion of $1,000,000 in principal amount of the
12% Debentures and exercise of all of the Warrants. As of April 13, 2001, the
Corporation has reserved for issuance 16,800,000 shares of Common Stock for
conversion of the 12% Debentures and exercise of the Warrants. Depending upon
the Conversion Price, the Corporation may not have a sufficient number of
authorized shares of Common Stock in the future to reserve for issuance upon
conversion of the 12% Debentures and exercise of the Warrants or upon the actual
conversion of the 12% Debentures and exercise of the Warrants. Therefore, the
Corporation is requesting that the stockholders approve the proposed increase in
the number of authorized shares of Common Stock to ensure an adequate number of
authorized shares, if necessary, for reservation or upon conversion of the 12%
Debentures and exercise of the Warrants. Any newly authorized shares of Common
Stock which are not issued upon conversion of the 12% Debentures or exercise of
the Warrants will be designated by the Corporation as authorized but unissued
shares.
If, at any time, the Corporation does not have sufficient authorized but
unissued shares of Common Stock to effect a requested conversion of the 12%
Debentures, the Corporation is required to pay to the holders of the 12%
Debentures a conversion penalty equal to the remaining principal amount of the
12% Debentures not converted plus accrued interest multiplied by 0.24 and then
multiplied by the number of days divided by 365 that the 12% Debenture remains
unconverted because of an insufficient amount of authorized shares. In addition,
the failure of the Corporation to reserve two times the number of shares for
issuance upon conversion of the 12% Debentures and exercise of the Warrants is
an event of default under the terms of the 12% Debentures and Warrants.
As of April 13, 2001, $800,000 in principal amount of 12% Debentures were
issued and outstanding. The 12% Debentures are convertible into the number of
shares of Common Stock determined by dividing the outstanding principal amount
of the 12% Debentures by the then current Conversion Price. If converted on
April 13, 2001, the 12% Debentures would have converted into approximately
8,421,000 shares of Common Stock representing approximately 21% of the total
issued and outstanding shares of Common Stock of the Corporation. This number of
shares of Common Stock could be greater in the event of a decrease in the
trading price of the Corporation's Common Stock as quoted on the OTC Bulletin
Board or the purchase by the investors of the additional $200,000 in principal
amount of 12% Debentures. Under the terms of the 12% Debentures, at no time are
the holders of the 12% Debentures entitled to own more than 4.9% of the
outstanding shares of Common Stock of the Corporation without 30 days prior
written notice to the Corporation.
The issuance by the Corporation of the newly authorized shares upon
conversion of the 12% Debentures could dilute the value of a stockholder's
investment in the Corporation. In the absence of a proportionate increase in the
Company's earnings and book value, an increase in the aggregate number of
outstanding shares of the Company's Common Stock caused by the issuance of
shares upon conversion of the 12% Debentures would dilute the earnings per share
and book value of all outstanding shares of the Company's Common Stock. If such
factors were reflected in the trading price per share of the Company's Common
Stock, the potential realizable value of a stockholder's investment could be
adversely affected.
The Corporation will not solicit any further authorization from the
stockholders of the Corporation prior to the issuance of the newly authorized
shares of Common Stock, unless such authorization is required by applicable
laws or rules of any stock exchange on which the Corporation's securities may
then be listed. The Board of Directors has no current plan, understanding or
arrangement to issue any of the additional shares of Common Stock in any merger
or other business combination.
THE BOARD OF DIRECTORS OF THE CORPORATION RECOMMENDS THAT YOU
VOTE FOR THE AMENDMENT PROPOSAL.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of February 28, 2001, certain
information concerning the beneficial ownership of each class of our voting
stock held by:
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. each beneficial owner of 5% or more of the Corporation's voting stock,
based on reports filed with the SEC and certain other information;
. each of the Corporation's directors;
. each of the Corporation's executive officers; and
. all of the Corporation's executive officers and directors as a group.
Amount and Nature of
Beneficial Percent of Common Stock
Name and Address(1) Ownership of Common Stock(2) Ownership(3)
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C J Comu 2,220,146(4) 7.02%
John Potter 2,065,630(5) 6.53%
Robert Galvan 100,000 *
James R. Halter 586,475(6) 1.88%
R. John Harris 551,282(7) 1.76%
Officers and Directors as a Group (4 persons) 3,457,903(8) 10.55%
* Less than 1%
(1) The address of each director, officer and principal stockholder is c/o
Airtech International Group, Inc., 15400 Knoll Trail, Suite 200, Dallas, TX
75248.
(2) Unless otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all shares of common
stock beneficially owned by them. A person is deemed to be the beneficial
owner of securities which may be acquired by such person within 60 days
from the date on which beneficial ownership is to be determined upon the
exercise of options, warrants or convertible securities.
(3) Each beneficial owner's percentage ownership is determined by assuming that
stock options and warrants that are held by that person (but not those held
by any other person) and which are exercisable within 60 days from the date
on which beneficial ownership is to be determined have been exercised.
(4) Represents 1,570,146 shares of common stock owned directly. Also represents
150,000 shares owned pursuant to warrants to purchase shares of common
stock at $0.50 per share, 250,000 shares owned pursuant to options to
purchase shares of common stock at $0.25 per share and 250,000 shares owned
pursuant to options to purchase shares of common stock at $0.10 per share,
all of which are exercisable within 60 days. Does not include 211,340
shares of common stock owned by Mr. Comu's relatives, Sevim Comu and Cem
Comu, of which Mr. Comu disclaims beneficial ownership.
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(5) Represents 1,415,630 shares of common stock owned directly. Also
represents 150,000 shares owned pursuant to warrants to purchase shares of
common stock at $0.50 per share, 250,000 shares owned pursuant to options
to purchase shares of common stock at $0.25 per share and 250,000 shares
owned pursuant to options to purchase shares of common stock at $0.10 per
share, all of which are exercisable within 60 days. Does not include
432,492 shares of common stock owned by Mr. Potter's relatives, Susan
Potter and John Garth Potter, of which Mr. Potter disclaims beneficial
ownership.
(6) Represents 336,475 shares of common stock owned directly. Also represents
250,000 shares owned pursuant to options to purchase shares of common stock
at $0.10 per share, all of which are exercisable within 60 days.
(7) Represents 301,282 shares of common stock owned directly. Also represents
250,000 shares owned pursuant to options to purchase shares of common stock
at $0.10 per share, all of which are exercisable within 60 days.
(8) See notes 4, 6 and 7. The officers and directors include C J Comu, Robert
Galvan, James R. Halter and R. John Harris.
SOLICITATION OF PROXIES
The Board of Directors knows of no other matters which are likely to come
before the Special Meeting. If any other matters should properly come before
the Special Meeting, it is the intention of the persons named in the
accompanying form of Proxy to vote on such matters in accordance with their best
judgment.
The solicitation of proxies is made on behalf of the Board of Directors of
the Corporation, and the cost thereof will be borne by the Corporation. The
Corporation will also reimburse brokerage firms and nominees for their expenses
in forwarding proxy material to beneficial owners of the Common Stock of the
Corporation. In addition, officers and employees of the Corporation (none of
whom will receive any compensation therefore in addition to their regular
compensation) may solicit proxies. The solicitation will be made by mail and,
in addition, may be made by facsimile transmission, telexes, personal
interviews, or telephone.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Proxy Statement incorporates by reference documents not included
herein. The Corporation will provide, without charge, copies of all documents
incorporated herein by reference (excluding exhibits unless specifically
incorporated herein by reference), upon written request, directed to: Airtech
International Group, Inc., 15400 Knoll Trail, Suite 200, Dallas, Texas 75248,
Attention: James R. Halter, Chief Financial Officer. In order to ensure timely
delivery of documents, any requests should be made no later than May 7, 2001.
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The following documents previously filed by the Corporation with the
Securities and Exchange Commission are incorporated herein by reference:
(a) The Corporation's Annual Report on Form 10-KSB for the fiscal year
ended May 31, 2000; and
(b) The Corporation's Quarterly Report on Form 10-QSB for the fiscal
quarter ended August 31, 2000 and November 30, 2000.
All documents and reports filed by the Corporation pursuant to the
Securities and Exchange Act of 1934 subsequent to the date of this Proxy
Statement and prior to the Special Meeting shall be deemed to be incorporated
herein by reference and to be a part of this Proxy Statement from the date of
such filing and any statement contained herein or in a document incorporated or
deemed to be incorporated in this Proxy Statement by reference shall be deemed
to be modified or superseded for purposes of this Proxy Statement to the extent
that a statement contained in this Proxy Statement or in any other subsequently
filed document which also is, or is deemed to be, incorporated in this Proxy
Statement by reference, modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part of
this Proxy Statement, except as so modified or superseded.
FINANCIAL REPORTS AND INDEPENDENT ACCOUNTANTS
The Corporation's Quarterly Report on Form 10-Q for the fiscal quarter
ended February 28, 2001 (the "Quarterly Report") is being delivered to each
stockholder together with this Proxy Statement. Representatives of Turner,
Stone & Company, the independent accounting firm that audited the consolidated
financial statements of the Corporation for the fiscal year ended May 31, 2000,
are expected to be available at the Special Meeting with the opportunity to make
a statement if they desire to do so and to answer questions.
PLEASE SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED PROXY CARD
By Order of the Board of Directors
James R. Halter
Chief Financial Officer
DATED: April 23, 2001
Dallas, Texas
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EXHIBIT "A"
Secretary of State
State of Wyoming
The Capital
Cheyenne, Wyoming 82002-0020
ARTICLES OF AMENDMENT
(By Shareholders)
1. The name of the corporation is Airtech International Group, Inc (the
"Corporation").
2. Article Four of the Restated Articles of Incorporation of the
Corporation, as amended, is deleted in its entirety and the following is added
in lieu thereof:
"ARTICLE FOUR: The authorized shares shall be: 100,000,000 shares of
Common Stock, $0.05 par value, and 20,000,000 shares of Preferred
Stock, $0.01 par value. As to the shares of authorized Preferred
Stock, the Board of Directors of the Corporation shall have the
authority to determine in whole or in part the preferences,
limitations and relative rights within the limits set forth in W. S.
17-16-601 of the Wyoming Business Corporation Act. The Board of
Directors of the Company will have the authority to, but not limited
to, issue the Preferred Stock in one or more series and to establish
the number of shares to be included in each series, to fix or alter
the voting powers and designation, conversion prices, redemption
prices, maturity dates or other special rights and qualifications,
limitations or restrictions of such shares of Preferred Stock."
4. The Amendment to Article Four was adopted on May 11, 2001 by a vote of
the Shareholders.
5. The designation, number of outstanding shares, and number of votes
entitled to be cast by each voting group entitled to vote separately on the
Amendment were: __________ and the number of votes of each voting group
indisputably represented at the meeting were __________.
6. The number of votes cast for the Amendment to Article Four by each
voting group entitled to vote on the Amendment were sufficient for approval by
that voting group.
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C. J. Comu, Chairman of the Board of Directors
Dated: May 18, 2001
AIRTECH INTERNATIONAL GROUP, INC.
PROXY CARD
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints James R. Halter and R. John Harris, and each of
them, with the power of substitution, to represent and to vote on behalf of the
undersigned all of the shares of stock of Airtech International Group, Inc..,
which the undersigned is entitled to vote at the Special Meeting of Stockholders
to be held at the Homewood Suites, 4451 Belt Line Road, Addison, Texas 75001 on
May 18, 2001 at 9:00 a.m., local time, and at any adjournment or adjournments
thereof, hereby revoking all proxies heretofore given with respect to such
shares, upon the following proposals more fully described in the Notice of
Meeting and Proxy Statement for the meeting receipt whereof is hereby
acknowledged.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND THE RESTATED
ARTICLES OF INCORPORATION OF THE CORPORATION.
1. PROPOSAL TO APPROVE THE AMENDMENT OF THE RESTATED ARTICLES OF INCORPORATION
OF THE CORPORATION TO INCREASE THE AUTHORIZED NUMBER OF COMMON SHARES FROM
50,000,000 SHARES TO 100,000,000 SHARES.
O FOR O AGAINST O ABSTAIN
2. IN THEIR DISCRETION UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
MEETING.
This Proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Stockholder. If no direction is made this Proxy will be
voted FOR the proposal to amend the Restated Articles of Incorporation of the
Corporation. Please mark, sign, date and return the Proxy promptly, using the
enclosed envelope.
IMPORTANT - PLEASE SIGN AND RETURN THIS PROXY PROMPTLY. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by an authorized
person.
Signature: ________________________________________ Dated:________________
Signature: ________________________________________ Dated: ________________
( If Held Jointly)
Please sign exactly as the name(s) appears on the stock certificate(s). Joint
owners should each sign. Trustees and others acting in a representative
capacity should indicate the capacity in which they sign.