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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934.
Filed by the Registrant [ x ]
Filed by Party other than the Registrant [ ]
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only [as
permitted by Rule 14a-6(e)(2)]
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-12
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FIRST AMERICAN SCIENTIFIC CORP.
(Exact name of Registrant as specified in its charter.)
Commission File number 0-27094
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Payment of Filing Fee (Check the appropriate box):
[ x ] $125 per Exchange Act Rules 0-11(c)(1)(ii), or
14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule
14A.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rule
14a-6(i)(4) and O-11.
1. Title of each class of securities to which transaction
applies:
2. Aggregate number of securities to which transaction
applies:
3. Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule O-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided
by Exchange Act Rule O-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.
1. Amount Previously Paid;
2. Form, Schedule or Registration Statement No.
3. Filing Party:
4. Date Filed:<PAGE>
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FIRST AMERICAN SCIENTIFIC CORP.
SOLICITATION OF CONSENT OF SHAREHOLDERS STATEMENT
INTRODUCTION
These materials are furnished in connection with the
solicitation by the Board of Directors of First American
Scientific Corp., a Nevada corporation (the "Company"), of
consents in writing for two amendments to the Company's Articles
of Incorporation. Only Shareholders of record, as of the close
of business on July 15, 1996, will be entitled to tender their
written consents to the Company. This Solicitation of Consent of
Shareholders Statement and form of written consent are being sent
to Shareholders on or about July 15, 1996.
PURPOSE OF SOLICITATION OF CONSENT
The Company's Board of Director has passed a resolution
calling for the amendments of the Company's Articles of
Incorporation. The Company's Board of Directors is soliciting
consents in writing to authorize the proposed amendment which
would create a new class of stock consisting of 5,000,000 shares
of Preferred Stock, create a new class of common stock consisting
of 20,000,000 shares of Class B Common Stock, and reclassify its
common stock as Class A Common Stock; and, to change the name of
the Company from First American Scientific Corp. to Microsonics
International Corporation.
SOLICITATION OF WRITTEN CONSENTS
These solicitation materials are furnished in connection
with the solicitation of written consents by the Board of
Directors and management of the Company to be used as set forth
herein. Under Nevada Law, the proposed amendment must be
approved by a majority of the Company's stockholders of record.
The Company's Board of Directors has established the close
of business on July 15, 1996, as the record date (the "Record
Date") for determining the number of shareholders of record. On
July 15, 1996, the Company had 9,621,557 shares outstanding and
entitled to vote.
If written consents of a majority of the Company's
stockholders as of July 15, 1996, are not received within
forty-five (45) days of the date on which the Company first
receives
the written consent being solicited hereunder, then such written
consents shall be null and void and the request for written
consents of the shareholders for the approval of the proposed
amendment to the Company's Articles of Incorporation shall be
deemed to have failed. However, if written consents from a
majority of the Company's stockholders of record (less any such<PAGE>
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previously delivered written consents that may have been
rescinded by delivery of a written notice of rescission to the
Company) are received within such forty-five (45) day period,
then the proposed amendment to the Company's Articles of
Incorporation shall be approved.
Officers and Directors of the Company are expected to
execute consents in favor of the foregoing action.
REVOCATION OF WRITTEN CONSENTS
Any shareholder has the power to revoke his or her written
consent at any time, by the written notice of a subsequently
dated written consent form marked to indicate revocation of the
previously granted written consent, received by the Company prior
to the proposed amendment to the Articles of Incorporation
becoming effective. The proposed amendment shall become
effective at the time, if ever, that the Company receives written
consents in favor of the proposed changes in the Company's
Articles of Incorporation.
SUBMISSION OF WRITTEN CONSENTS
The Board of Directors of the Company has fixed the close
the business on July 15, 1996, as the record date for
determination of the shareholders of record entitled to notice
of, and to submit written consents in respect of the proposed
amendment to the Company's Articles of Incorporation. As of the
record date there were 9,612,557 shares of Common Stock entitled
to vote. Written consents representing a majority of those
shares must be received in order to approve each of the proposed
amendments.
INFORMATION CONCERNING VOTING
As of the close of business on July 15, 1996, the Company
has authorized Fifty Million (50,000,000) shares of one class of
Common Stock and outstanding Nine Million, Six Hundred Twelve
Thousand, Five Hundred Fifty-Seven (9,612,557) shares of one
class of Common Stock. Only holders of record of the Company's
Common Stock at the close of business on July 15, 1996 are
entitled to notice and to submit written consents as solicited
herein. Proposal No. 1 shall be decided upon by a majority vote
of the total outstanding shares eligible to vote. Proposal No. 2
shall be decided upon by a majority vote of the total outstanding
shares eligible to vote.
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PROPOSAL 1
PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO ESTABLISH A CLASS OF PREFERRED STOCK,
A CLASS B COMMON STOCK AND
RECLASSIFY ITS EXISTING COMMON STOCK AS CLASS A COMMON STOCK
On July 2, 1996, the Company's Board of Directors
unanimously approved a resolution to amend the Company's
Certificate of Incorporation to create a new class of stock
consisting of 5,000,000 shares, $0.001 par value, of Non-voting,
Cumulative, Convertible Preferred Stock and 20,000,000 shares,
$0.001 par value, Class B Common Stock. Further, the Board of
Directors voted to reclassify its existing Common Stock and Class
A Common Stock.
If this Amendment to the Certificate of Incorporation is
approved, the Company would be authorized to issue 50,000,000
shares of Common Stock, which would be reclassified as Class A
Common Stock; 5,000,000 shares of Non-voting, Cumulative,
Convertible Preferred Stock, $0.001 par value (the "Preferred
Stock"); and, 20,000,000 shares of Class B Common Stock. The
proposed amendment would revise Article VI of the Company's
Certificate of Incorporation to read as follows:
The aggregate number of shares of Class A Common
Stock which the corporation shall have authority to
issue is 50,000,000 shares, par value $0.001 per share,
and the number of shares of Class B Common Stock which
the corporation shall have the authority to issue is
20,000,000 shares, par value $0.001 per share. Each
class of common stock shall have one vote per share on
each matter submitted to the shareholders thereof. The
classes of common stock shall not have preemptive
rights or rights of cumulative voting. The aggregate
number of shares of Preferred Stock which the
corporation shall have authority to issue is 5,000,000
shares, par value $0.001 per share.
The relative rights, preferences, privileges, and
limitations of the shares of Preferred Stock are as follows:
(a) Dividends. The holders of preferred
shares, in preference and priority to the holders of
common shares, shall be entitled to receive, when and
as declared by the Board of Directors, dividends at the
rate of 6% per annum or $0.54 cumulative beginning the
third year from the date of issuance. Any unpaid
dividends shall not accrue interest.
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(b) Conversion. The Preferred Stock is
convertible into shares of Class B Common Stock on the
basis of one (1) share of Preferred Stock for ten (10)
shares of Class B Common Stock at anytime after
issuance. The corporation may compel conversion of the
Preferred Stock at any time after one year from the
date of issuance, upon the corporation undertaking a
private or public offering of at least $1,000,000 under
the Securities Act of 1933, as amended. The
corporation may also compel conversion at any time
after one year from the date of issuance upon thirty
(30) days written notice, provided all cumulative
dividends are paid prior to conversion. The Preferred
Stock may not be redeemed in whole or in part by the
corporation.
(c) Liquidation or Dissolution. In the
event of the voluntary or involuntary liquidation or
dissolution of the Corporation, the holder of preferred
shares shall be entitled to receive out of the assets
of the Corporation, whether such assets are capital or
surplus, the sum of $9.00 per share and a further
amount equal to any dividends thereon declared and
unpaid to the date of such distribution and no more,
before any payment shall be made or any assets
distributed to the holders of common shares. If, upon
any liquidation or dissolution, whether voluntary or
involuntary, the assets thus distributed among the
holders of preferred shares are insufficient to permit
the payment to such shareholders of the full
preferential amounts thereof, then the entire assets of
the Corporation to be distributed shall be distributed
ratably among the holders of preferred shares and any
other stock ranking as to any such distribution on a
parity with the Preferred Stock. After payment or
distribution to the holders of preferred shares of such
preferential amounts, the holders of common shares
shall be entitled to receive ratably all the remaining
assets of the Corporation. A consolidation or merger
of this Corporation with or into any other corporation
shall not be deemed to be a liquidation or dissolution
within the meaning of this clause.
(d) Voting Rights. The holders of preferred
shares shall not be entitled to vote.
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DESCRIPTION OF THE PREFERRED STOCK
Dividends
Holders of shares of Preferred Stock will be entitled to
receive, when and as declare by the Board of Directors and from
funds legally available for such purpose, an annual 6% cash
dividend of $0.54 per share payable semi-annually to holders of
record on June 30 and December 31 beginning three years from the
date of the completion of the private placement referred to
below. Dividends on the Preferred Stock will be cumulative
beginning the third year from the date of issuance. Dividends
will be payable to holders of record not more than 90 days nor
fewer than 10 days after the dividend declaration dates. No
interest will be paid on any accumulated dividends on the
Preferred Stock.
No dividends will be declared or paid or set apart for
payment on any stock ranking junior to the Preferred Stock as to
dividends for any period unless full cumulative dividends have
been or contemporaneously are declared and paid (or declared and
a sum sufficient for the payment thereof set apart for such
payment) on the Preferred Stock for all dividend payment periods
terminating on or prior to the date of payment of such dividends.
Liquidation Rights
In case of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company, the
holders of shares of Preferred Stock will be entitled to receive
in full out of the assets of the Company which are available for
payment to shareholders, before any amount is paid or distributed
among the holders of Common Stock, liquidating distributions in
the amount of $9.00 per share plus accrued and unpaid dividends.
If upon any liquidation, dissolution or winding up of the
Company, the amount payable with respect to the Preferred Stock
and any other stock ranking as to any such distribution on a
parity with the Preferred Stock is not paid in full, the holders
of the Preferred Stock and of such other stock will share ratably
in any such distribution of assets in proportion to the full
respective preferential amounts to which they are entitle. After
payment of the full amount of the liquidating distribution to
which they are entitle, the holders of shares of Preferred Stock
will not be entitled to any further right or claim to any of the
remaining assets of the Company.
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Conversion Rights
The holders of the Preferred Stock will be entitled at
anytime to covert each share of Preferred Stock into ten (10)
shares of Class B Common Stock at no additional cost to the
shareholder (excluding any brokerage or transfer fees) at any
time after issuance. Each holder of Preferred Stock may exercise
such conversion privilege by delivering to the Company or
transfer agent the certificate for the shares to be converted and
written notice that the holder elects to convert such shares.
Conversion shall be deemed to have been affected immediately
prior to the close of business on the date when such delivery is
made. On the conversion date or as promptly thereafter as
practicable, the Company shall deliver to the holder of the
Preferred Stock surrendered for conversion, or as otherwise
directed by such holder in writing, a certificate for the number
of shares of Class B Common Stock delivered on conversion. No
fractional or odd lot shares of Class B Common Stock will be
issued upon conversion; any fraction or odd lot interest
resulting from conversion will be paid in cash based upon the
price of $0.10 per share.
In the case of any consolidation or merger to which the
Company is a party, or in case of any transfer or lease to any
person of all or substantially all of the assets of the Company,
upon consummation of such transaction, each holder of shares of
Preferred Stock then outstanding will have the right thereafter
to convert such shares into the kind and amount of securities as
such or other assets which such holder would have owned or have
been entitled to receive immediately after such transaction had
such shares been converted immediately prior to the effective
date of such transaction.
Forced Conversion
The Company may force conversion of the Preferred Stock at
any time after one year from the date of issuance, upon the
Company undertaking a private or public offering of at least
$1,000,000 under the Securities Act of 1933, as amended (the
"Act"). The Company may also force conversion of the Preferred
Stock into Class B Common Stock upon 30 days prior written
notice, proved all cumulated dividends are paid prior to the
conversion.
Voting Rights
The Preferred Stock will not have any voting rights.
Preemptive Rights
The holders of Preferred Stock will not have any preemptive
rights.
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DESCRIPTION OF THE CLASS B COMMON STOCK
Voting Rights
The holders of the Company's Class B Common Stock will be
entitled to one vote per share on each matter submitted to vote
at any meeting of shareholders.
Cumulative Voting
The holders of the Company's Class B Common Stock will not
carry cumulative voting rights and, therefore, a majority of all
of the outstanding common stock will be able to elect the entire
Board of Directors and, if they do so, minority shareholders
would not be able to elect any members to the Board of Directors.
Preemptive Rights
The holders of the Company's Class B Common Stock will not
have preemptive rights to acquire additional shares of Common
Stock or other securities.
Other
The Common Stock is not subject to redemption and carries no
subscription or conversion rights. In the event of liquidation
of the Company, the shares of Class B Common Stock are entitled
to share equally in corporate assets after satisfaction of all
liabilities and payment of the liquidation preferences on the
Preferred Stock, with the Class A Common Stock.
Reasons for Proposal
Upon the aforementioned amendment being approved by the
shareholders, the Company intends to make a private placement of
securities. The Company intends to raise up to $3,500,000
through the sale of 350,000 units (the "Units") at an offering
price of $10.00 per Unit. Each Unit will consist of one share of
Preferred Stock which may be converted into ten (10) shares of
Class B Common Stock; Four Class B Redeemable Common Stock
Warrants; and, Four (4) Class A Redeemable Common Stock Warrants.
Each Class B Redeemable Stock Warrant allows the warrant holder
to purchase one share of Class B Common Stock at an exercise
price of $1.10 per warrant from the 25th month to the 36th month
following the date of the offering. The Class B Common Stock is
not tradable in any market. Each Redeemable Class A Common Stock
Warrant allows the holder to purchase one share of Common Stock
at an exercise price of $1.00 per warrant from the 13th month
through the 24th month following the date of the offering. The
Company's Class A Common Stock is traded on the Bulletin Board
operated by the National Association of Securities Dealers, Inc.
under the symbol FASC. The Company has been advised by Ethan <PAGE>
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House Corporation ("Ethan") that a favorable market exists for
the sale of the Units as described herein. Accordingly, the
Company has decided to amend its articles of incorporation
accordingly in order to sell the Units described herein. Ethan
will receive a consulting fee of 10% of all money raised from the
offering plus an additional $125,000 therefrom as an expense
allowance. Ethan is not registered as a broker/dealer or
investment adviser with the Securities and Exchange Commission.
PROPOSAL 2
PROPOSED AMENDMENT TO THE COMPANY'S
CERTIFICATE OF INCORPORATION TO CHANGE
THE NAME OF THE COMPANY
The Board of Directors has determined that it would be in
the best interest of the Company to change the name of the
Company from First American Scientific Corp. to Microsonics
International Corporation.
Reason for Proposal
The Company believes that the name Microsoncis International
Corporation would be more descriptive of the Company's business
activities than the Company's current name.
REQUIRED VOTE
The proposed amendments require the consent of a majority of
the 9,612,557 issued and outstanding shares of the Company's
Common Stock as of July 15, 1996.
THE BOARD OF DIRECTORS RECOMMENDS THAT WRITTEN CONSENTS FOR
THE ADOPTION OF THE AMENDMENTS TO THE ARTICLES OF INCORPORATION
BE GRANTED.
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WRITTEN CONSENT
This written consent is solicited on behalf of the Board of
Directors.
The undersigned hereby consents to the adoption by the
shareholders of American Scientific Corp. (the "Company") of
those certain resolutions adopted by the Company's Board of
Directors on July 2, 1996, which will have the effect of amending
the Company's Articles of Incorporation to create a new class of
stock consisting of 5,000,000 shares of Preferred Stock, create a
new class of common stock consisting of 20,000,000 shares of
Class B Common Stock, and reclassify its common stock as Class A
Common Stock; and, to change the name of the Company from First
American Scientific Corp. to Microsonics International
Corporation.
The text of Proposal No. 1 for which this written consent is
solicited is as follows:
RESOLVED that the Articles of Incorporation of
this Corporation be amended by changing Article VI
thereof so that, as amended, such Article shall be and
read as follows:
VI.
The aggregate number of shares of Class A Common
Stock which the corporation shall have authority to
issue is 50,000,000 shares, par value $0.001 per share,
and the number of shares of Class B Common Stock which
the corporation shall have the authority to issue is
20,000,000 shares, par value $0.001 per share. Each
class of common stock shall have one vote per share on
each matter submitted to the shareholders thereof. The
classes of common stock shall not have preemptive
rights or rights of cumulative voting. The aggregate
number of shares of Preferred Stock which the
corporation shall have authority to issue is 5,000,000
shares, par value $0.001 per share.
The relative rights, preferences, privileges, and
limitations of the shares of Preferred Stock are as follows:
(a) Dividends. The holders of preferred shares,
in preference and priority to the holders of common
shares, shall be entitled to receive, when and as
declared by the Board of Directors, dividends at the
rate of 6% per annum or $0.54 cumulative beginning the
third year from the date of issuance. Any unpaid
dividends shall not accrue interest.
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(b) Conversion. The Preferred Stock is
convertible into shares of Class B Common Stock on the
basis of one (1) share of Preferred Stock for ten (10)
shares of Class B Common Stock at anytime after
issuance. The corporation may compel conversion of the
Preferred Stock at any time after one year from the
date of issuance, upon the corporation undertaking a
private or public offering of at least $1,000,000 under
the Securities Act of 1933, as amended. The
corporation may also compel conversion at any time
after one year from the date of issuance upon thirty
(30) days written notice, provided all cumulative
dividends are paid prior to conversion. The Preferred
Stock may not be redeemed in whole or in part by the
corporation.
(c) Liquidation or Dissolution. In the event of
the voluntary or involuntary liquidation or dissolution
of the Corporation, the holder or preferred shares
shall be entitled to receive out of the assets of the
Corporation, whether such assets are capital or
surplus, the sum of $9.00 per share and a further
amount equal to any dividends thereon declared and
unpaid to the date of such distribution and no more,
before any payment shall be made or any assets
distributed to the holders of common shares. If, upon
any liquidation or dissolution, whether voluntary or
involuntary, the assets thus distributed among the
holders of preferred shares are insufficient to permit
the payment to such shareholders of the full
preferential amounts thereof, then the entire assets of
the Corporation to be distributed shall be distributed
ratably among the holders of preferred shares and any
other stock ranking as to any such distribution on a
parity with the Preferred Stock. After payment or
distribution to the holders of preferred shares of such
preferential amounts, the holders of common shares
shall be entitled to receive ratably all the remaining
assets of the Corporation. A consolidation or merger
of this Corporation with or into any other corporation
shall not be deemed to be a liquidation or dissolution
within the meaning of this clause.
(d) Voting Rights. The holders of preferred
shares shall not be entitled to vote.
This written consent when properly executed and combined
with other written consents constituting a majority of the
Company's issued and outstanding shares as of July 15, 1996,
shall serve in lieu of a meeting of shareholders of the Company
as provided under Section 78.320 of the Nevada Revised Statutes,
providing that action which might be taken at a meeting of <PAGE>
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stockholders may be taken without a meeting, if a record thereof
be made in writing and signed by the holders of the outstanding
stock having not less than the minimum number of votes that would
be necessary to authorize or take such action at a meeting at
which all shares entitled to vote thereon were present and voted.
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[ ] The undersigned hereby consents to the foregoing
resolution authorizing the creation of a new class of
stock consisting of 5,000,000 shares of Preferred
Stock, creation of a new class of common stock
consisting of 20,000,000 shares of Class B Common
Stock, and reclassification of its existing common
stock as Class A Common Stock.
[ ] The undersigned hereby refuses the written consent or
revokes such written consent if it has been previously
granted. A revocation of a previously granted written
consent will only be effective if received by the
Company prior to the date that the Company receives
written consents in respect of a majority of the issued
and outstanding shares of the Company's stock.
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The text of Proposal No. 2 for which this written consent is
solicited is as follows:
RESOLVED that the Articles of Incorporation of
this Corporation be amended by changing Article I
thereof so that, as amended, such Article shall be and
read as follows:
The name of this corporation is Microsonics
International Corporation.
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[ ] The undersigned hereby consents to the foregoing
resolution to authorize the change in the Company name
to Microsonics International Corporation.
[ ] The undersigned hereby refuses the written consent or
revokes such written consent if it has been previously
granted. A revocation of a previously granted written
consent will only be effective if received by the
Company prior to the date that the Company receives
written consents in respect of a majority of the issued
and outstanding shares of the Company's stock.
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Please sign exactly as your name appears below. 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 the
full corporate name by President or other authorized officer. If
a partnership, please sign in the partnership name by authorized
person.
Dated this _____ day of ________________________, 1996.
Label stating name of stockholder
and number of shares held.
___________________________________
Signature
__________________________________
Signature if held jointly.
PLEASE SIGN, DATE AND RETURN THIS WRITTEN CONSENT
PROMPTLY USING THE ENCLOSED ENVELOPE.
