<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 240.14a-11(c) or 240.14a-12
AMERICAN ATM CORP.
- -----------------------------------------------------------------------------
(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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number 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 the
filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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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.
1) Amount Previously Paid:
___________________________________________________________________________
2) Form, Schedule or Registration Statement No.:
___________________________________________________________________________
3) Filing Party:
___________________________________________________________________________
4) Date Filed:
___________________________________________________________________________
<PAGE>
AMERICAN ATM CORP.
5061 North Dixie Highway
Boca Raton, Florida 33431
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
October 19, 1999
To the Stockholders of
AMERICAN ATM CORP.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Annual Meeting") of AMERICAN ATM CORP. (the "Company") will be held at Embassy
Suites, 661 Northwest 53rd Street, Boca Raton, Florida 33487, on Thursday,
November 11, 1999 at 10:30 a.m. (Eastern time) for the following purposes:
1. To elect the directors of the Company, all of whom shall hold office
until the next annual meeting of stockholders and until their successors
are elected and qualified;
2. To consider and vote upon a proposal to ratify the appointment of
Weinick Sanders Leventhal LLP as the Company's independent auditors for
the fiscal year ending June 30, 2000;
3. To transact such other business as may properly come before the meeting.
By Order of the Board of Directors
Sondra Parker, Secretary
ONLY STOCKHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON JUNE 30, 1999 WILL BE
ENTITLED TO NOTICE OF OR TO VOTE AT THE MEETING, OR ANY ADJOURNMENT THEREOF.
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE A
QUORUM, AS WELL AS YOUR REPRESENTATION, AT THE MEETING. EVEN IF YOU HAVE GIVEN
YOUR PROXY, YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE MEETING. PLEASE
NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR
OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE
RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
<PAGE>
AMERICAN ATM CORP.
5061 NORTH DIXIE HIGHWAY
BOCA RATON, FLORIDA 33431
MANAGEMENT PROXY STATEMENT FOR
ANNUAL MEETING OF STOCKHOLDERS, NOVEMBER 11, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of American ATM Corp. (the "Company") for use
at the Annual Meeting of the Stockholders of the Company to be held at Embassy
Suites, 661 Northwest 53rd Street, Boca Raton, Florida 33487, on Thursday,
November 11, 1999, at 10:30 a.m. (Eastern time), or at any adjournment thereof
(the "Annual Meeting"). Proxy material is being mailed beginning on or about
October 14, 1999 to the Company's stockholders of record on the record date.
The total number of shares of the Common Stock outstanding and entitled to vote
on October 6, 1999 was 2,908,751.
The purposes of the Annual Meeting are: (1) to elect directors, (2) to
consider and vote upon a proposal to ratify the appointment of Weinick Sanders
Leventhal & Co., LLP as the Company's independent auditors for the fiscal year
ending June 30, 2000, and (3) to transact such other business as may properly
come before the meeting and at any adjournment thereof.
PROPOSALS SUBMITTED FOR STOCKHOLDER VOTE
Proposal 1: Election of Directors.
Each director elected shall hold office until the next annual meeting of
stockholders and until his successor is elected and qualified. Unless otherwise
specified in the proxy, the shares represented by the proxy hereby solicited
will be voted for the persons named below, by the persons designated as
proxies, both of whom are now directors of the Company. Should any of these
nominees become unable to accept nomination or election (which is not
anticipated), it is the intention of the persons designated as proxies to vote
for the election of the remaining nominees named and for such substitute
nominees as the management may recommend.
Directors are elected by a plurality of shares of common stock or
preferred stock, as the case may be, represented at the Annual Meeting.
Information With Respect to Nominees
Information with respect to each nominee is set forth below. Additional
information with respect to officers, directors and the major stockholder of
the Company, including their percentage ownership in the Company's voting
stock, is set forth on pages seven through and nine.
CARMEN PANIZZI, age 37, has been Vice President of ATM Operations for the
Company since December 1996. Mrs. Panizzi was employed by the South Palm Beach
County Jewish Federation as an Administrative Campaign Secretary from 1993 to
1996 . From 1992 to 1993 she served as the assistant to the General Manager of
JCB Credit Card in Frankfurt, Germany. She is a 1980 graduate of the SPRACH UND
Dolmetcherschule (College for Languages) in Giessen, Germany.
SONDRA PARKER, age 63, has been Vice President and a Director of the Company
since July 1996. She has recently been nominated for election as Secretary of
the Company. Since 1991, Ms. Parker has been an advisor to and administrator of
a private family trust. From 1975 to 1991, Ms. Parker was a branch manager of
First Nationwide Bank (formerly known as Washington Federal of Miami Beach,
Florida), Commonwealth Savings and Loan Association and Great Western Bank
(formerly known as Centrust Bank).
WAYNE KIGHT, age 48, served as Secretary and a Director of the Company since
its inception in March, 1996. On February 11, 1999, Mr. Kight was elected
President and Treasurer of the Company. Mr. Kight has been Vice President of
Homeowners Financial Corp., a service company, since September 1994. Homeowners
Financial
1
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Corp. declared bankruptcy in November 1997. From 1992 to 1993 he was a loan
officer for Paine Webber Mortgage Finance, Inc. in Columbia, Maryland. From 1982
to 1992, Mr. Kight was President of Bertram and Daniels, Inc., financial and
leasing consultants, in Coral Springs Florida. Mr. Kight received a law degree
from Woodrow Wilson College of Law in Atlanta, Georgia in 1978 and a B.A. in
Business Administration, from Georgia State University in Atlanta, Georgia in
1974.
BARRY J. HABERMAN, age 54, has been a director of the Company since its
inception in March 1996. Mr. Haberman is a retired investor and since has served
as a director of the Palm Beach County Land Use and Planning Board. Mr.
Haberman received a B.A. in Accounting and Economics from City College of the
City of New York in 1968.
Meetings of the Board of Directors and its Committees
In the last fiscal year the Board of Directors held one regularly
scheduled meeting and did not hold any special meetings. All other actions by
the Board of Directors were taken by unanimous written consent. During fiscal
1999, the Board of Directors had an Audit and Legal Committee consisting of
Messrs. Shapiro and Haberman and a Compensation Committee consisting of Messrs.
Kight and Schweitzer. The function of the Audit and Legal Committee is to
recommend the Company's auditors and to review the Company's financial
statements and other disclosure. The Audit and Legal Committee held no meetings
during fiscal 1999. The function of the Compensation Committee is to recommend
levels of compensation and option grants for the Company's officers and other
employees. The Compensation Committee held one meeting during fiscal 1999.
Directors who are not officers or related to officers receive a fee of
$100 for attending each board meeting or meeting of a committee of the board of
which the recipient is a member. Directors are also entitled to reimbursement
for all out-of-pocket expenses incurred in connection with board or committee
meeting attendance.
Proposal 2: Appointment of Weinick Sanders Leventhal & Co., LLP as the
Company's independent auditors for the fiscal year ending June 30, 2000.
The Board of Directors has selected Weinick Sanders Leventhal & Co., LLP,
as the Company's independent auditors for the fiscal year ending June 30, 2000,
and has further directed that management submit the selection of independent
auditors for ratification by the stockholders at the Annual Meeting. Weinick
Sanders Leventhal & Co., LLP has audited the Company's financial statements
since its initial public offering.
Stockholder ratification of the selection of Weinick Sanders Leventhal &
Co., LLP as the Company's independent auditors is not required by the Company's
By-laws or otherwise. However, the Board is submitting the selection of Weinick
Sanders Leventhal & Co., LLP to the stockholders for ratification as a matter
of good corporate practice. If the stockholders fail to ratify the selection,
the Board will reconsider whether or not to retain that firm. Even if the
selection is ratified, the Board in its discretion may direct the appointment
of different independent auditors at any time during the year if they determine
that such a change would be in the best interests of the Company and its
stockholders.
The Board of Directors recommends a vote "For" this proposal to ratify the
appointment of Weinick Sanders Leventhal & Co., LLP as the Company's
independent auditors for the fiscal year ending June 30, 2000.
The favorable vote of the holders of a majority of shares of common stock
represented at the meeting is needed to approve this Proposal No. 2.
SECTION 16(a) REPORTING
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers, and persons who own more than
ten percent of a registered class of the Company's Common Stock, to file with
the Securities and Exchange Commission initial reports of ownership and reports
of changes in ownership of the Common Stock of the Company. Officers, directors
and greater than ten-percent stockholders are required by SEC regulations to
furnish the Company with copies of all Section 16(a) forms they file. To the
Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended June 30, 1999, all Section 16(a) filing
requirements applicable to its officers and directors were complied with,
except that Mr. Norman Shapiro did not timely file a report of the sale of
securities on Form 4 and a year-end report on Form 5. Mr. Shapiro has
subsequently filed both reports.
2
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HOLDINGS OF MANAGEMENT AND OF HOLDERS
OF 5% OR MORE OF THE COMPANY'S SECURITIES
The following table sets forth certain information regarding the ownership
of the Company's securities as of September 30, 1999 by (i) each director and
nominee for director; (ii) each of the executive officers named in the Summary
Compensation Table employed by the Company in that capacity on September 30,
1999; (iii) all executive officers and directors of the Company as a group; and
(iv) all those known by the Company to be beneficial owners of more than five
percent of any class of the Company's voting securities.
<TABLE>
<CAPTION>
Amount and Percent of
Nature of Outstanding
Beneficial Shares in
Name Title of Class Address of Beneficial Owner Ownership Class (1)
- --------------------------- ------------------------ ----------------------------- ---------------- ------------
<S> <C> <C> <C> <C>
Mori Aaron Schweitzer Common Stock, par c/o American ATM Corp. 650,000(1) 22.35%
value $0.01 per share 5061 North Dixie Highway
Boca Raton, FL 33431
Wayne Kight, Chairman, Common Stock par c/o American ATM Corp. 47,500(2) 1.63%
CEO, President, Treasurer value $0.01 per share 5061 North Dixie Highway
and Director Boca Raton, FL 33431
Carmen Panizzi Vice Common Stock par c/o American ATM Corp. 35,000(3) 1.2%
President ATM value $0.01 per share 5061 North Dixie Highway
Operations and Director Boca Raton, FL 33431
(pending election)
Sondra Parker, Secretary Common Stock par c/o American ATM Corp. 35,000(3) 1.2%
and Director value $0.01 per share 5061 North Dixie Highway
Boca Raton, FL 33431
Barry Haberman, Director Common Stock par c/o American ATM Corp. 75,000(4) 2.58%
value $0.01 per share 5061 North Dixie Highway
Boca Raton, FL 33431
Norman Shapiro, Director Common Stock par c/o American ATM Corp. -- --
value $0.01 per share 5061 North Dixie Highway
Boca Raton, FL 33431
Farland Overseas Inc. In Common Stock, par c/o Maerki Baumann & Co. 487,000 16.74%
Trust value $0.01 per share AG
</TABLE>
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* Less than 1%
(1) Includes 350,000 shares underlying options currently exercisable at $0.88
per share.
(2) Includes 35,000 shares underlying options currently exercisable at $0.80 per
share.
(3) All of which underly options currently exercisable at $0.80 per share.
(4) Includes 35,000 shares underlying options currently exercisable at $0.80 per
share.
3
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CERTAIN TRANSACTIONS
On December 30, 1997, the Company entered into a funding agreement for
$260,000 with ATM site Locators, Inc. Carl Anthony, a stockholder of the
Company, is president of ATM Site Locators. The agreement provides for interest
at a rate of 10%, payable monthly. Mori Aaron Schweitzer, the Company's Chief
Executive Officer has personally guaranteed 25% of this loan.
Between December 1997 and May 1998, the Company borrowed $110,000, in the
aggregate, from two of its stockholders. The stockholders receive interest at
12% and have received $8,700 in interest to date. The entire balance is due
December 31, 1999.
[Need to add any transactions with affiliates, officers, directors, major
shareholders or stock promoters.]
EXECUTIVE COMPENSATION
Compensation of Executive Officers
The following table sets forth the annual compensation for the two
individuals who served as the Company's Chairman, Chief Executive Officer,
President and Treasurer during fiscal 1999.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
------------------------------------------ ---------------- -------------
Securities
Fiscal Other Annual Underlying All Other
Name and Principal Position Year Salary Bonus Compensation Options Compensation
- ------------------------------ -------- --------------- ------- -------------- ---------------- -------------
<S> <C> <C> <C> <C> <C> <C>
Mori Aaron Schweitzer, 1999 $ -- 100,000
Former Chairman and Chief 1998 18,000(1) -- --
Executive Officer, President 1997 60,000(2) -- -- 250,000(1) --
and Treasurer
Wayne Kight, Chairman, 1999 12,000 10,000
CEO, President and 1998 -- -- -- --
Treasurer 1997 -- -- 25,000
</TABLE>
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(1) In 1998, Mr. Schweitzer waived $42,000 of his annual salary, which was
contributed to capital. $85,000 of deferred compensation was charged to
operations. Mr. Schweitzer no longer serves as an executive officer of the
Company.
(2) $170,000 of Mr. Schweitzer's deferred compensation was charged to
operations.
Compensation of Directors
Directors of the Company who are not salaried officers will receive a fee
of $100 for attending each Board meeting or meeting of a committee of the Board
of which they are a member. In addition, all directors will be reimbursed for
their reasonable out-of-pocket expenses in connection with attending meetings
of the Board or any committee thereof.
4
<PAGE>
Stock Option Amendments
Effective March 31, 1999, the Company amended its outstanding option
agreements with its officers and employees to extend their term from three to
ten years.
AGGREGATED OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table lists the number and value of unexercised options at
June 30, 1999.
<TABLE>
<CAPTION>
Number of Securities
Underlying Value of Unexercised
Unexercised In-the-Money Options
Options at FY-End at FY-End
Shares Acquired on Exercisable/ Exercisable/
Name Exercise Value Realized Unexercisable Unexercisable
- ----------------------- -------------------- ---------------- --------------------- ---------------------
<S> <C> <C> <C> <C>
Mori Aaron Schweitzer -- -- 350,000/-- $42,000
Wayne Kight -- -- 35,000/-- 9,500
</TABLE>
OPTION GRANTS IN THE LAST FISCAL YEAR
During fiscal 1999, the following stock options were granted.
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------------------------------
Percentage
Number of of Total
Securities Options
Underlying Granted
Options Employees Exercise or Base
Name Granted in FY Price Per Share Expiration Date
- ------------------------------- ------------ ----------- ----------------- ----------------
<S> <C> <C> <C> <C>
Mori Aaron Schweitzer ......... 100,000 61% $ 0.88 3/31/09
Wayne Kight ................... 10,000 6% $ 0.80 3/31/09
</TABLE>
Employment Agreements
None of the Company's executive officers has an existing employment with
the Company. Each of the previous Employment Agreements between the Company and
its executive officers has either lapsed or has been rescinded, and no new
agreements have been executed.
<PAGE>
GENERAL INFORMATION
Information as to Voting Securities
The close of business on October 6,1999 has been fixed by the Board of
Directors as the record date for the determination of stockholders entitled to
notice of, and vote at, the Annual Meeting. Holders of shares of Common Stock
have the right to one vote for each share registered in their names on the
books of the Company as of the close of business on October 6 , 1999.
Voting and Revocation of Proxies
The persons named in the accompanying form of proxy will vote the shares
represented thereby, as directed in the proxy, if the proxy appears to be valid
on its face and is received on time. In the absence of specific instructions,
proxies so received will be voted for the election of the named nominees to the
Company's Board of Directors and for the ratification of Weinick Sanders
Leventhal & Co., LLP as the Company's independent auditors for the fiscal year
ending June 30, 2000. Proxies are revocable at any time before they are
exercised by attending the Annual Meeting and voting in person, by filing an
instrument in writing revoking the proxy or by delivering a proxy bearing a
later date to the Secretary of the Company.
5
<PAGE>
Method and Expense of Proxy Solicitation
The solicitation of proxies will be made primarily by mail by American
Securities Transfer & Trust, Inc. Proxies may also be solicited by overnight
courier, personally and by telephone by regular employees of the Company at
nominal cost.
The Company does not expect to pay compensation for any solicitation of
proxies but may pay brokers and other persons holding shares in their names, or
in the names of nominees, their expenses for sending proxy material to
principals for the purpose of obtaining their proxies. The Company will bear
all expenses in connection with the solicitation of proxies.
Stockholder Proposals
Stockholder proposals intended to be presented at the Company's 2000
Annual Meeting of Stockholders pursuant to the provisions of Rule 14a-8 of the
Securities and Exchange Commission, promulgated under the Securities Exchange
Act of 1934, as amended, must be received at the Company's offices in New York,
New York by June 11, 2000 for inclusion in the Company's proxy statement and
form of proxy relating to that meeting.
General
In lieu of a separate annual report, the Company is mailing with this
Proxy Statement a copy of the Company's Annual Report on Form 10-K. Exhibits to
the Form 10-K are not included with the mailing but will be furnished to any
stockholder who requests the same for a nominal fee covering reproduction and
mailing expenses.
Other Matters
As of the date of this Proxy Statement, the management knows of no matters
other than Proposals 1 through 4 to come before the meeting. However, if any
other matters should properly come before the meeting, it is the intention of
the persons named in the accompanying form of proxy to vote all proxies not
marked to the contrary in accordance with their judgment on such matters.
By Order of the Board of Directors
Sondra Parker, Secretary
6
<PAGE>
AMERICAN ATM CORP.
This proxy is solicited on behalf of the Board of Directors
The undersigned stockholder of AMERICAN ATM CORP. (the "Company") hereby
appoints WAYNE B. KIGHT, and CARMEN PANIZZI, as Proxies, each with power to
appoint his or her substitute, and hereby authorizes them to represent and vote
as designated below, all of the shares of the Company's Common Stock held of
record by the undersigned on October 6, 1999 at the Annual Meeting of
Stockholders of the Company to be held at Embassy Suites, 661 Northwest 53rd
Street, Boca Raton, Florida 33487, on Thursday, November 11, 1999 at 10:30 a.m.
(Eastern time), or at any adjournment thereof.
(1) Election of Directors
/ / FOR all nominees listed below / / WITHHOLD AUTHORITY
(except as marked to the contrary below) to vote for any individual nominee
listed below.
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name in the list below.)
CARMEN PANIZZI, WAYNE B. KIGHT, SONDRA PARKER, BARRY HABERMAN
(2) Proposal to ratify the appointment of Weinick Sanders Leventhal & Co., LLP,
the Company's independent auditors for the fiscal year ending June 30,
2000.
/ / FOR / / AGAINST / / ABSTAIN
(3) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
(continued and to be signed on reverse side)
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 PROPOSAL 2 AND THE NOMINEES ON THE REVERSE SIDE.
DATE:_____________________, 1999
________________________________
Signature
________________________________
Signature if held jointly
Please sign exactly as you name
appears on this card. When
shares are held by joint
tenants, both should sign. When
signing as attorney, as
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 authorized person.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
