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
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN ACCESS TECHNOLOGIES, INC.
________________________________________________________________________________
(Name of Registrant as Specified In Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
|_| $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or 14a-6(j)(2).
|_| $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
|X| No fee required.
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 0-11:*
_____________________________________________________________________________
4) Proposed maximum aggregate value of transaction:
_____________________________________________________________________________
|_| 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 No. ______________________________________
3) Filing party: ___________________________________________________________
4) Date filed: _____________________________________________________________
___________
*Set forth the amount on which the filing fee is calculated and state how it was
determined.
(032796DTI)
<PAGE>
AMERICAN ACCESS TECHNOLOGIES, INC.
37 Skyline Drive
Suite 1101
Lake Mary, FL 32746
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
IN LIEU OF 1999 ANNUAL MEETING
To our Shareholders:
A Special Meeting of Shareholders in lieu of the 1999 Annual Meeting of
American Access Technologies, Inc. (the "Company") will be held at 37 Skyline
Drive, Suite 1101, Lake Mary, FL 32746 on Friday, December 10, 1999, at 10:00
A.M., Eastern Standard time, to:
Elect five directors by the Common and Series A Preferred Shareholders
voting as a single class.
The President has fixed the close of business on October 28, 1999, as
the record date for determining shareholders entitled to notice of and to vote
at the Meeting. Only shareholders of record at the close of business on that
date are entitled to vote at the Meeting.
/s/ John Presley
Date: November 10, 1999 ___________________________________
John Presley
President
Whether or not you plan to attend the Meeting, please complete the enclosed
proxy card, and sign, date and return it promptly so that your shares will be
represented. Sending in your proxy will not prevent you from voting in person at
the Meeting and will avoid the expense of an additional solicitation.
<PAGE>
November 10, 1999
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
by John Presley and John Cooney, Members of the Board of Directors (the
"Soliciting Directors") of American Access Technologies, Inc. (the "Company") of
proxies to be voted at the Special Meeting of Shareholders in lieu of the 1999
Annual Meeting to be held on Friday, December 10, 1999, and at any adjournment
thereof.
The Soliciting Directors request that all shareholders complete the
enclosed proxy card, and sign, date and return it as promptly as possible since
the holders of record of a majority of the outstanding shares entitled to vote
must be present in person or represented by proxy at the Meeting in order to
hold the Meeting.
Any shareholder returning a proxy may revoke it by casting a ballot at
the Meeting. Any proxy not revoked will be voted as specified by the
shareholder. If no choice is indicated, a proxy will be voted in accordance with
the Soliciting Directors' recommendations.
At October 28, 1999, the record date, there were 4,063,700 shares of
Common Stock outstanding and entitled to one vote each at the Meeting and 10,550
shares of Series A Preferred Stock outstanding and entitled to approximately
221,352 votes at the Meeting, voting together as a single class. The exact
number of votes of the Series A Preferred Stock will be calculated immediately
prior to the Meeting in accordance with the formula set forth in the Articles of
Incorporation.
This Proxy Statement is first being mailed on or about November 10,
1999.
ELECTION OF FIVE DIRECTORS
Pursuant to the Company's Articles of Incorporation, the Board of
Directors shall consist of seven members, five of whom shall be elected by the
holders of the Common Stock and Series A Preferred Stock voting together as a
single class.
Each shareholder has the right to cast the votes represented by his or
her shares for five persons nominated as directors. The five nominees receiving
the most votes cast will be elected. Abstentions and proxies withholding
authority to vote for any or all of the nominees will not count in the vote
since the five nominees receiving the most votes actually cast will be elected.
The persons named in the enclosed proxy card will vote to elect the
five (5) nominees named below unless contrary instructions are given in the
proxy card. Each director is to hold office until the next Annual Meeting and
until his successor is elected and qualified.
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<PAGE>
The names and certain information concerning the persons nominated by
the Soliciting Directors for election as directors by the Common and Series A
Preferred Shareholders at the Meeting are set forth below. The Soliciting
Directors recommend that you vote FOR the election of each of the nominees named
below. It is intended that shares represented by the proxies will be voted FOR
the election to the Board of Directors of the persons named below unless
authority to vote for nominees has been withheld in the proxy card. Although
each of the persons named below has consented to serve as a director if elected
and the Soliciting Directors have no reason to believe that any of the nominees
named below will be unable to serve as a director, if any nominee withdraws or
otherwise becomes unavailable to serve, the persons named as proxies will vote
for any substitute nominee designated by the Soliciting Directors. The following
information regarding the nominees of the Soliciting Directors is relevant to
your consideration of the slate proposed by the Soliciting Directors:
BOBBY E. STORY, age 57, has been a former practicing CPA and real estate
developer during the past 30 years. He worked for Arthur Young & Company CPA
(now Ernst & Young, LLP), Treasurer for Condev Corporation an international
developer located in Winter Park, Florida, and directed the real estate
operations in Florida for Drexel Burnham Lambert & Company. He functions as the
Chief Financial Officer for the corporation. Employment history for the past
five (5) years is:
October 1996 to May 12, 1999: Director and Sec/Treasury, CFO - American
Access Technologies, Inc.
August 1996 to October 1996: Financial Advisor - Self employed
March 1996 to August 1996: George S. May Co. Project Manager
April 1987 to March 1996: NACEX, Inc. Controller, Vice President Finance
JOHN W. COONEY, age 64, Director since Feb. 15, 1997, is a certified public
accountant. He was Senior Tax Partner at Coopers & Lybrand, LLP, until he
retired in 1986. He has practiced as a tax and financial consultant since then.
Employment history for the past five (5) years is:
January 1987 to Present: Operates J. W. Cooney, CPA as a sole
proprietorship.
JOHN PRESLEY, age 60, Director of the Company since November 1998,
President of the Company since April 12, 1999, and President of Omega Metals,
Inc. since March 9, 1981. Mr. Presley is a graduate registered professional
Engineer. He graduated from the University of Florida in January of 1961 with a
BSME and attended a number of Colleges for graduate work. He worked in many
industries as an engineer and Manager before founding Omega metals in 1981.
ERIC WIISANEN, age 56, Vice-President-Marketing of Omega.
Mr. Wiisanen graduated from Cornell University in 1965. He worked in
Banking as a Vice President of Barnett, until 1970 and was a representative for
shipping interests until helping found Omega Metals in 1981. He was co-founder
and president of the board of directors for a private kindergarten. He has been
in charge of sales for Omega since 1981.
Mr. Wiisanen is the brother-in-law of Mr. Presley.
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OSCAR DE LA GUARDIA, age 41, is Executive Vice President and General Counsel
of RT21 Radiation Systems Corporation, a development stage company involved in
the international development of cancer treatment centers. He was Senior Vice
President and General Counsel to Quality Oncology, Inc. from April, 1997 to
April, 1998, and for American Disease Management, Inc. until April, 1999. He was
also an executive with Physician Corporation of America, and an attorney in
private practice specializing in corporate mergers and acquisitions, and
business law issues affecting the health care industry.
Directors Elected at the Request of the Series A Preferred Stock
The following directors have been elected at the request of the holders of
the Company's Series A Preferred Stock, which has the sole right to elect two
directors to the Board of Directors. The holders of the Company's Common Stock
will not vote for such directors and they are not covered by the proxy being
solicited herein. These directors will continue as directors of the Company
unless the Series A Preferred shareholders elect other directors at the Meeting.
The following information has been provided by these directors:
DAVID SNYDER
Mr. Snyder is Senior Vice President and Chief Financial Officer of Strategic
Hotel Capital Incorporated. He was Executive Vice President and Chief Operating
Officer of Equity Capital Holdings, a newly found real estate venture. He has
spent considerable time within a variety of manufacturing businesses, including
ELDEC, Mark Controls, Inc., and Eagle Industries, Inc.
ELLIOT STEINBERG
Mr. Steinberg is a managing partner of Wheaton Springs Management, a private
company engaged in real estate development, and a managing partner of W.S.
Ventures, a financial advisory consulting service and investment in emerging
growth companies. He was a general partner of GMG Securities, and served as
Corporate Vice President and General Counsel to Itel Corporation. Until 1985, he
was a founder and Senior Partner of Flynn & Steinberg.
Board Committees
The Board of Directors of the Company has a standing Audit Committee. The
Board of Directors does not have a standing Nominating Committee or Compensation
Committee. The Audit Committee has the responsibility of recommending to the
Board of Directors the appointment of the Company's outside auditors, examining
the results of audits and reviewing internal accounting controls. The Audit
Committee held no meetings during fiscal 1998. Messrs. Cooney, Presley, Snyder
and Steinberg, are the current members of the Audit Committee.
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Attendance at Meetings
During the fiscal year ended December 31, 1998, the Board of Directors held
a total of six (6) meetings. No member of the Board of Directors attended fewer
than 75% of the meetings of the Board.
Executive Compensation
SUMMARY COMPENSATION TABLE
The following table sets forth the total compensation paid or accrued to the
Company's chief executive officer for the last three completed fiscal years and
each of the other executive officers of the Company who received compensation of
$100,000 or more during any such year.
<TABLE>
<CAPTION>
Total Annual Cash Compensation
- --------------------------- -------------------- -------------- ------------------- ----------------------------------
<S> <C> <C> <C> <C> <C>
Name and Position Year Ended Salary Bonus Other Annual Compensation
December 31,
- --------------------------- -------------------- -------------- ------------------- ----------------------------------
Victor Murray, President 1998 $60,000 $30,000 -0-
- --------------------------- -------------------- -------------- ------------------- ----------------------------------
1997 $60,000 -0- -0-
- --------------------------- -------------------- -------------- ------------------- ----------------------------------
1996 $25,501 -0- -0-
- --------------------------- -------------------- -------------- ------------------- ----------------------------------
</TABLE>
Option Exercises
During 1998, Mr. Victor Murray exercised warrants to purchase 70,000 shares of
common stock at $8.00 per share. He realized a value of $857,500 based upon the
difference between the option exercise price and $20.55, the year-end stock
price. He held no unexercised options as of the end of fiscal year 1998.
Employment Agreement
In connection with the acquisition of Omega Metals, Inc. by the Company
in November, 1998, Omega Metals, Inc. entered into employment agreements with
John Presley, President and Director of the Company and Omega Metals, Inc., and
Erik Wiisanen, Vice President, Secretary and Treasurer of Omega Metals, Inc. and
director nominee of the Company.
Each agreement provides for a salary of $125,000 per year plus a profit
participation of 10% of Omega's net profits in excess of $1,200,000 per year.
The term of the agreements is for two years ending November 14, 2000. Each
agreement may be terminated by action of the Board of Directors of Omega Metals,
Inc. for cause on thirty days prior notice.
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Director Compensation
Non-employee directors receive no compensation for attending Board or
Committee meetings. The Company pays the expenses directors incurred in
attending Board and Committee meetings. In fiscal 1999, each outside director
was issued an option to acquire 20,000 shares of common stock at $25.00 per
share until July 1, 2004.
Certain Relationships and Related Transactions
On September 3, 1998, the Company loaned $500,000 to Universal Beverages
Holdings Corporation, a bottled water company. John Cooney, a director of the
Company, is also a director and shareholder of Universal Beverages. The loan
provides for interest at 15% per annum. The original due date of the loan was
October 3, 1998, but the due date was extended by the Company on a
month-to-month basis. The loan is currently in default.
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of October 28, 1999, the beneficial ownership
of the Company's Common Stock and Series A Preferred Stock by (i) the only
persons who own of record or are known to own, beneficially, more than 5% of the
Company's Common Stock and Series A Preferred Stock; (ii) each director,
director nominee and the executive officer of the Company named in the Summary
Compensation Table; and (iii) all directors and officers as a group. This
information has been compiled from information provided by certain officers and
directors, the Company's stockholder records and beneficial holder reports filed
with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
- ------------------------------------ ------------------------------------------- -------------------------------------------
Common Stock Series A Preferred Stock
- ------------------------------------ ------------------------------------------- -------------------------------------------
<S> <C> <C> <C> <C> <C>
Name and Address Number of Shares Percent of Class Number of Shares Percent of Class
- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
Victor E. Murray 381,450 9.39% -0- -0-
105 Foxridge Run
Longwood, FL
- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
Richard A Murray 544,950(1) 11.91% -0- -0-
356 Cypress Landing Dr.
Longwood, FL 32779
- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
Bobby E. Story 522,850(1) 11.42% -0- -0-
164 Golf Club Dr.
Longwood, FL 32779
- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
John Presley 263,235(1) 5.75% -0- -0-
6689 Shands Road
Keystone Heights, FL 32656
- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
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- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
John W. Cooney 53,500(1) * -0- -0-
2901 Collins Ave.
Seville Beach Hotel
Lower Lobby
Miami Beach, FL 33140
- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
Erik Wiisanen 113,235 2.47% -0- -0-
6689 Shands Road
Keystone Heights, FL 32656
- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
Oscar de la Guardia -0- * -0- -0-
RT21 Radiation Systems Corp.
1221 Brickell Ave., Ste. 917
Miami, FL 33131
- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
Elliot Steinberg 20,000(1) * -0- -0-
100 West Colorado Ave.
Suite 240
Telluride, CO 81435
- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
David Snyder 20,000(1) * -0- -0-
Strategic Hotel Capital,Inc.
77 West Wacker Dr.
Chicago, IL 60601
- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
EP Opportunity Fund 20,000(1) * 10,000 94.80%
77 West Wacker Dr.
Chicago, IL 60601
- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
All directors and officers as a 407,735 8.9% -0- -0-
group (5 persons)
- ------------------------------------ ---------------------- -------------------- ----------------------- -------------------
</TABLE>
*less than 2%
(1) Includes warrants to purchase common stock as follows:
Richard Murray 133,375
Bobby E. Story 100,000
John Presley 150,000
John W. Cooney 20,000
Elliot Steinberg 20,000
David Snyder 20,000
EP Opportunity Fund 20,000
Other Officers 50,000
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Based solely on its review of Forms 3, 4 and 5 received by the Company, or
written representations from certain reporting persons that no Forms 5 were
required for such persons, the Company believes that, during the fiscal year
ended December 31, 1998, all filing requirements under Section 16(a) of the
Securities Exchange Act of 1934 applicable to officers, directors and 10%
shareholders were satisfied.
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<PAGE>
SHAREHOLDER PROPOSALS
Shareholder proposals for the 2000 Annual Meeting of Shareholders of
the Company must be received by March 31, 2000 at the Company's offices, 37
Skyline Drive, Suite 1101, Lake Mary, FL 32746, addressed to the Secretary, for
inclusion in the Company's proxy statement and proxy.
RETURN OF PROXY
Please return your proxy as soon as possible. Unless a quorum
consisting of a majority of the outstanding shares entitled to vote is
represented at the meeting, no business can be transacted. Therefore, please be
sure to date and sign your proxy exactly as your name appears on your stock
certificate and return it in the enclosed postage prepaid return envelope.
Please act promptly to ensure that you will be represented at the Meeting.
A COPY (WITHOUT EXHIBITS) OF THE COMPANY'S ANNUAL REPORT ON FORM 10-KSB,
INCLUDING FINANCIAL STATEMENTS, AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 IS BEING MAILED TO
SHAREHOLDERS TOGETHER WITH THIS PROXY STATEMENT. COPIES OF THE EXHIBITS TO THE
ANNUAL REPORT ON FORM 10-K WILL BE PROVIDED WITHOUT CHARGE, AT THE WRITTEN
REQUEST OF ANY BENEFICIAL OWNER OF SHARES. REQUESTS SHOULD BE MAILED TO THE
SECRETARY.
COST OF PROXY SOLICITATION
The cost of preparation, printing and sending of the proxies and proxy materials
soliciting proxies for the Meeting will be borne by the Company. Directors,
officers and employees of the Company may solicit proxies for the Meeting in
person, by telephone, facsimile or e-mail. The Company will reimburse brokerage
firms and other custodians, nominees and fiduciaries for their expenses incurred
in sending proxies and proxy materials to beneficial owners of the Company's
shares.
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AMERICAN ACCESS TECHNOLOGIES, INC.
37 Skyline Drive, Suite 1101
Lake Mary, FL 32746
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF JOHN PRESLEY AND JOHN W. COONEY, MEMBERS OF
THE BOARD OF DIRECTORS.
The undersigned hereby appoints John Presley and John W. Cooney as proxies, each
with the power to appoint his substitute, and hereby authorizes them to
represent and to vote as designated below, all of the shares of Common Stock of
American Access Technologies, Inc. held on record by the undersigned on October
28, 1999 at the Special Meeting of Shareholders to be held on December 10, 1999,
or any adjournment thereof.
ELECTION OF DIRECTORS
For all nominees listed below: /____/
Withhold authority to vote all nominees listed below: /____/
INSTRUCTION:
To withhold authority to vote for any individual nominee, strike a line through
the nominee's name in the list below.
John Presley
John W. Cooney
Bobby E. Story
Eric Wiisanen
Oscar de la Guardia
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder. If no direction is made, this proxy will be
voted FOR the nominees listed above.
Please sign exactly as 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 full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: __________________, 1999 ---------------------------------
(signature)
---------------------------------
(signature, if held jointly
Please mark, sign, date and return the proxy card promptly using the enclosed
envelope.
