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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 [ ]
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 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 ] No fee required.
[ ] 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:
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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 one amendment to the Company's Articles
of Incorporation. Only Shareholders of record, as of the close
of business on June 4, 1998, 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 June 19, 1998.
PURPOSE OF SOLICITATION OF CONSENT
The Company's Board of Director has passed a resolution
calling for an amendment to the Company's Articles of
Incorporation. The Company's Board of Directors is soliciting
consents in writing to authorize the proposed amendment which
would increase the authorized Common Stock of the Company from
50,000,000 shares, par value $0.001 per share, to 100,000,000
shares of Common Stock, $0.001 par value per share.
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 total shares outstanding.
The Company's Board of Directors has established the close
of business on June 4, 1998, as the record date (the "Record
Date") for determining the shareholders of record. On
June 4, 1998, the Company had 49,326,018 shares outstanding and
entitled to vote.
If written consents of a majority of the Company's
total shares outstanding as of June 4, 1998, are not received
within thirty (30) 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 total shares outstanding (less any such
previously delivered written consents that may have been
rescinded by delivery of a written notice of rescission to the
Company) are received within such thirty (30) day period, then
the proposed amendment to the Company's Articles of Incorporation
shall be approved.
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Officers and Directors of the Company are expected to
execute consents in favor of the foregoing action. Officers and
Directors own 0.69% of the outstanding shares the Company's
Common Stock.
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 from more than 50% of the total shares of Common Stock
outstanding 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 June 4, 1998, 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 49,326,018 shares of Common Stock entitled
to vote. Written consents representing a majority of those
shares must be received in order to approve the proposed
amendment.
INFORMATION CONCERNING VOTING
As of the close of business on June 4, 1998, the Company has
authorized Fifty Million (50,000,000) shares of one class of
Common Stock and outstanding Forty-Nine Million, Three Hundred
Twenty-six Thousand, Eighteen (49,326,018) shares of one class of
Common Stock. Only holders of record of the Company's Common
Stock at the close of business on June 4, 1998 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.
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PROPOSAL 1
PROPOSED AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK OF
THE COMPANY FROM 50,000,000 SHARES $0.001 PAR VALUE PER SHARE
TO 100,000,000 SHARES, $0.001 PAR VALUE PER SHARE
The Board of Directors of the Company, on May 31, 1998,
unanimously approved and recommended to the shareholders of the
Company at the special meeting of the Board of Directors, a
proposed amendment to the Company's Certificate of Incorporation
which would increase the Company's authorized shares from
50,000,000 shares of Common Stock, par value $0.001 per share to
100,000,000 shares of Common Stock, par value $0.001 per share.
The proposed amendment would revise the Company's Certificate of
Incorporation to read as follows:
The total number of shares of Common
Stock which the Corporation shall have
authority to issue is One Hundred Million
(100,000,000) shares of Common Stock, par
value $0.001 per share.
The foregoing amendment to the Articles of Incorporation is
proposed for the reason that the Company has exhausted its
authorized shares of common stock and in order to raise
additional capital from the sale of common stock it must amend
its Articles of Incorporation and increase its authorized
capital.
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[ ] The undersigned hereby consents to the foregoing
resolution to authorize the increase the authorized
Common Stock of the Company from 50,000,000 shares, par
value $0.001 per share, to 100,000,000 shares of Common
Stock, $0.001 par value per share.
[ ] 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 ______________________, 1998.
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.
