UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
PROXY STATEMENT
RELATING TO ANNUAL MEETING OF THE SHAREHOLDERS OF
ELAST TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Nevada 88-0380544
(State of organization) (IRS Employer Identification No.)
2505 Rancho Bel Air, Las Vegas, Nevada 89107
(Address of principal executive offices)
Registrant's telephone number, including area code (702) 878-8310
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
[X] No fee required.
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14(a)-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or
240.14a-12
PROXY STATEMENT TO BE MAILED TO SHAREHOLDERS ON October 24, 2000.
ELAST TECHNOLOGIES, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 22, 2000
TO THE STOCKHOLDERS OF ELAST TECHNOLOGIES, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders
(the "Annual Meeting") of ELAST TECHNOLOGIES, INC., a Nevada
corporation (the "Company"), will be held at 12:00 p.m. PST, on
Wednesday, November 22, 2000, at the Company's administrative
offices located at 3960 Howard Hughes Pkwy, 5th Floor, Las Vegas,
Nevada 89109, for the following purposes:
1. To elect the directors of the Company to serve for
a one year term.
2. To transact such other business as may come
properly before the meeting or any postponements or
adjournments thereof.
The foregoing items of business are more fully described in the
Proxy Statement accompanying this Notice.
Only stockholders of record at the close of business on October
12, 2000 are entitled to notice of and to vote at the Annual
Meeting.
All stockholders are cordially invited to attend the Annual
Meeting in person; however, to ensure your representation at the
meeting, you are urged to mark, sign, date and return the
enclosed proxy card as promptly as possible in the postage
prepaid envelope enclosed for that purpose. YOU MAY REVOKE YOUR
PROXY IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT
AT ANY TIME BEFORE IT HAS BEEN VOTED AT THE ANNUAL MEETING. ANY
STOCKHOLDER ATTENDING THE ANNUAL MEETING MAY VOTE IN PERSON EVEN
IF HE OR SHE HAS RETURNED A PROXY.
By Order of the Board of Directors,
/s/ Thomas Krucker
Thomas Krucker, President
Las Vegas, Nevada
October 12, 2000
THIS PROXY IS BEING SOLICITED BY THE
BOARD OF DIRECTORS OF
ELAST TECHNOLOGIES, INC.
Date, Time, and Place Information
(a) The 2000 Annual Meeting of Shareholders of Elast
Technologies, Inc., a Nevada corporation, (the "Company") will be
held on November 22, 2000, at 9:00 a.m. at the administrative
offices located at 3960 Howard Hughes Pkwy, 5th Floor, Las Vegas,
Nevada 89109. All shareholders of record on October 12, 2000, may
attend and vote in person or by proxy at this meeting or at any
adjournment thereof (collectively, the "Meeting").
This Proxy Statement is furnished to shareholders of the
Company in connection with the solicitation by the Board of
Directors of Proxies in connection with the Meeting. The Board
of Directors of the Company is soliciting Proxies so that each
shareholder is given an opportunity to vote. These Proxies
enable shareholders to vote on all matters that are scheduled
to come before the Meeting. When Proxies are returned properly
executed, the shares represented thereby will be voted by the
Proxy Committee in accordance with the shareholders'
directions. Shareholders are urged to specify their choices by
marking the enclosed Proxy; if no choice has been specified,
the shares will be voted "for" the nominees for election of
directors for the Company. The Proxy also confers upon the
Proxy Committee discretionary authority to vote the shares
represented thereby on any other matter that may properly be
presented for action at the Meeting.
At the Annual Meeting, the Company's shareholders will be
asked (i) to elect the nominees listed below to serve as
members of the Board of Directors until the next annual
meeting of shareholders or until their successors are duly
elected and qualified, (ii) to take such other action as may
properly come before the Meeting.
(b) The Proxy Statement shall be mailed October 24, 2000 to
shareholders of record on October 12, 2000.
(c) The next annual meeting of the Company is scheduled for
November 21, 2001. Any shareholder is permitted to present a
proposal to be voted upon at that meeting. Any such proposal must
be received by the Company no later than July 14, 2001 (120 days
before the meeting). If the date of the annual meeting is
advanced by more than 30 calendar days or delayed by more than 90
calendar days from the above meeting date, the Company shall, in
a timely manner, inform all shareholders of the changed meeting
date and of the date by which such proposals must be received.
Revocability of Proxy
Any and all proxies given by shareholders may be revoked by (i)
letter or facsimile, with the signature of the shareholder,
addressed to the Secretary of the Company, specifically revoking
the proxy, or (ii) a properly created proxy bearing a later date.
Any correspondence revoking a proxy is subject to the same
delivery requirements as the original proxy was subject to. A
revocation that is not timely received shall not be taken into
account, and the original proxy shall be counted. Neither
attendance at the meeting nor voting at the meeting shall revoke
the proxy.
Voting Securities and Principal Holders Thereof
Each shareholder is entitled to one vote for each share owned by
him or her. There is one class of voting stock, with a total of
12,953,215 shares outstanding as of October 12, 2000,
representing 12,953,215 votes. Owners of shares, as listed on the
books of the Company on October 12, 2000, shall be entitled to
vote their shares either in person or by proxy.
There are no persons known to the Company, as of October 12,
2000, to be a beneficial owner of five percent (5%) or more of
the Company's common stock, other than Dr. Milne, the Company's
Secretary and Director.
The following table lists the holdings of the officers and
directors of the Company.
Name and Address of Beneficial Amount and Nature Percent of
Owner of Beneficial Class
Ownership
Thomas Krucker (1) 267,332 2.06%
2505 Rancho Bel Air
Las Vegas, NV 89107
Dr. Robert Milne (2) 3,859,976 29.80%
2432 Greens Ave.
Henderson, NV 89014
Total ownership of officers 4,127,308 31.86%
and directors
(2 individuals)
(1) Shares of the Company's common stock are held by (i) Mr.
Krucker; and (ii) a trust in the name of Mr. Krucker's spouse,
Katherine.
(2) Shares of the Company's common stock are held by (i) Dr.
Milne; and (ii) Dr. Milne's spouse, Julie Milne.
Directors and Executive Officers
As provided in the Bylaws of the Company, the Board of Directors
has nominated a slate of candidates for election to the Board of
Directors for a term of one year and until their successors have
been elected and qualified. The Bylaws also provide that the
Board of Directors shall have the right at any time during the
ensuing year to increase the number of directors and to elect
such directors by a majority vote. Unless authority is withheld,
the Proxy Committee will vote for the election of the four
nominees named below as Directors of the Company. The Board has
no standing committees of any kind.
NOMINEES STANDING FOR ELECTION
The following nominees are standing for election to serve as
members of the Board of Directors to serve until the next annual
meeting of shareholders or until their successors are duly
elected and qualified:
Thomas Krucker is the President, Chief Executive Officer, and a
director of the Company.
Mr. Krucker graduated from the University of Arizona in 1962 and
received a Juris Doctorate degree from Pepperdine University in
1969. Mr. Krucker served with Toyota USA for approximately 20
years. Mr. Krucker was formerly the chief operating officer of
Fun City Popcorn, Inc., a Nevada corporation which recently
changed its name to Tone Products. Mr. Krucker left Tone Products
to accept the office of President of the Company.
Robert D. Milne, M.D. is the Chairman of the Board of Directors
of the Company.
Dr. Milne is a board-certified family practice physician with
extensive experience in allergy testing and preventative
medicine. He is also the inventor of the ELAST Device. Before
starting his own practice at the Milne Medical Center in Las
Vegas, Nevada, Dr. Milne was Medical Director at the Omni Medical
Center and also practiced medicine at the Nevada Clinic after
previous assignments in emergency medicine and a family practice.
Dr. Milne is the author of numerous papers in the medical field
and has authored several books, including The Definitive Guide to
Headaches and The Photon Connection - Energy for the New
Millennium.
Dr. Eduardo Daniel Jimenez Gonzalez; Director
Dr. Jiminez is an international banker and Mexican attorney who
specializes in immigration, civil, and criminal matters in the
Republic of Mexico and who provides international consulting
services regarding finance, credit, commerce, industrial and
tourist development, import and export matters, and
administrative management. Dr. Gonzalez is a Fullbright Scholar
who received a Master of Arts Degree from John Hopkins
University, School of Advanced International Studies, in
Washington, D.C. and who has studied International Economics at
Harvard University and American Civilization at Georgetown
University. Dr. Gonzalez has served as a counselor at the Mexican
Embassy in Washington, D.C., as a Mexican Minister in Bonn, as
Ambassador at Large for Mexico in Oslo, Norway and Islandia, and
as private secretary for a former President of Mexico. He has
served as Managing Director for Latin American Investment Banking
for First Chicago Bank in Panama, Colombia, Venezuela, Ecuador
and Peru, as as First Chicago Bank's Vice-President for the
Western Hemisphere. He is an international lecturer on economic
development and an International Law Professor at the University
of Mexico.
Proxies are solicited in favor of the nominees and it is intended
that the proxies will be voted for the nominees unless otherwise
specified. Should a nominee become unable to serve for any
reason, unless the shareholders by resolution provide for a
lesser number of directors, the persons named in the enclosed
proxy will vote for the election of a substitute nominee. The
Board of Directors has no reason to believe that any nominee will
be unable to serve.
RECOMMENDATION
The Board of Directors recommends that shareholders vote FOR the
election of the director nominees. Assuming the presence of a
quorum, the affirmative vote of a majority of the votes cast by
the holders of the shares of Common Stock present and entitled to
vote on this item at the Annual Meeting is required to elect the
nominees. In determining whether this item has received the
requisite number of affirmative votes, abstentions will not be
counted and will have no effect on the result of the vote,
although abstentions will count toward the presence of a quorum.
Brokers who hold shares in street name have the authority to vote
on certain routine matters on which they have not received
instruction from the beneficial holders of such shares. Brokers
holding shares in street name, who do not receive instruction,
are entitled to vote on the election of directors, and such
broker votes will count toward the presence of a quorum.
Legal Proceedings
There are no material pending legal proceedings to which any
officer or director of the Company is a party, and to the best of
their knowledge no such action by or against any officer or
director has been threatened.
Compensation of Directors and Executive Officers
No officer or director of the Company is receiving any
remuneration at this time, except as follows:
Any compensation received by officers, directors, and management
personnel of the Company will be determined from time to time by
the Board of Directors of the Company. Officers, directors, and
management personnel of the Company will be reimbursed for any
out-of-pocket expenses incurred on behalf of the Company.
Officers' compensation, in the aggregate, increased from $203,682
during the year ended 1998 to $344,737 during the year ended
1999. Compensation to the Company's officers is specified on the
following chart:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Cash Auto Meals & Total
Compensation Expense Insurance Entertainment Travel Housing Compensation
-------- ------- ------- -------- ------- ------- --------
T. Krucker $66,040 $ 16,269 $ 8,397 $ 69,004 $20,184 $ -- $179,894
T. Hamilton(1) 110,894 8,470 1,701 -- -- 15,000 136,065
Dr. Milne 28,778 -- -- -- -- -- 28,778
Totals $205,712 $ 24,739 $ 10,098 $ 69,004 $20,184 $15,000 $344,737
</TABLE>
During 1999, the Company also granted options to purchase up to
150,000 shares of the Company's common stock to two members of
the Board of Directors; however, because the exercise price of
the options equaled or exceeded the fair value of the Company's
common stock at the date of grant, no compensation expense was
recognized in connection with the issuance of these options. In
1999 the Company paid $11,000 to an officer and major shareholder
for rental and purchase of a vehicle. Of the amount paid, $2,700
represented automobile rental and $8,300 represented the purchase
price. The automobile was used for business purposes and
subsequently sold to an independent party for $5,000. The Company
recognized a $2,608 loss from the sale of the asset. Other
expenditures for travel, entertainment, insurance, car leases,
and miscellaneous expenses were also categorized as compensation
to officers during fiscal 1999.
Dr. Milne, an officer, director and major shareholder of the
Company, was issued 100,000 shares of the Company's $.001 par
value common stock as additional compensation for his services to
the Company; specifically, his continuing efforts related to the
development of certain technology which will be utilized by the
Company in its business operations. Those shares were valued at
what the Company believes was the fair market value at the time
of issuance, which was $1.50 per share.
(1) on or about December 30, 1999, the holders of at least two-
thirds (2/3) of the Company's issued and outstanding shares of
$.001 par value common stock provided the Company's Secretary
with written consents approving the removal of Mr. Hamilton as a
member of the Company's Board of Directors. The Company's Board
of Directors also terminated Mr. Hamilton's employment as an
officer of the Company on or about the same date.
Vote Required for Approval
Each shareholder is entitled to one vote for or against each
director standing for election for each share he or she held of
record on October 12, 2000. The shareholder may choose to ABSTAIN
from voting for any individual for election to the Board of
Directors. By choosing to ABSTAIN, the shareholder withholds his
or her authority for the Proxy Committee to vote for that
candidate. Abstentions will be counted toward the presence of a
quorum.
Annual Report
Included with this proxy statement is a copy of the Company's
annual report for the year ended December 31, 1999. This annual
report is taken from the Company's Form 10K-SB, filed with the
United States Securities and Exchange Commission on March 30,
2000, with certain exhibits excluded. The entire filing, with all
exhibits attached, is available online at the SEC's website,
www.sec.gov, or at FreeEdgar, www.FreeEdgar.com. (Note that some
of those exhibits are not attached to the Form 10K-SB but are
included in other Forms filed with the SEC; those Forms are
referenced from the Form 10K-SB, and are also available online at
the addresses mentioned above.) The exhibits listed in the table
below are not included with this proxy statement. Any shareholder
who wishes to receive a copy of any of these exhibits may view
them online at the addresses mentioned above, or may receive a
copy from the Company by written request sent to the Company at
the address shown on the cover page of this proxy statement,
together with a check in the amount of $20 for each exhibit
requested, which covers the cost of copying, handling, and
mailing the exhibits.
3.1 Certificate of Incorporation
(Charter Document)*
3.2 Amendment to Certificate of
Incorporation
(Charter Document)*
3.3 Bylaws*
10.1 Financing Agreement
(material contract)
10.2 Frontier GlobalCenter, Inc.
Agreement
(material contract)*
11 Statement Re: Computation of Per
Share Earnings(Loss)
21. Subsidiaries of the Registrant
23.1 Consent of Auditors
23.2 Consent of Counsel*
27 Financial Data Schedule
* Incorporated by reference to the Form SB-2/A filed with the SEC
on September 27, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
By:/s/ Thomas Krucker
Thomas Krucker, President
PROXY CARD FOR ELAST TECHNOLOGIES, INC.(the "Corporation")
This proxy is solicited on behalf of the Board of Directors of
the Corporation for the Annual Meeting of Shareholders to be held
on November 22, 2000. The Board of Directors recommends a vote
"FOR" the following:
To elect the following individuals to the Board of Directors of
the Corporation
FOR AGAINST ABSTAIN
Thomas Krucker ____ ____ ____
Dr. Robert Milne ____ ____ ____
Dr. Eduardo Daniel
Jiminez Gonzalez ____ ____ ____
Votes MUST be indicated by placing an "X" in one of the above
boxes for each nominee using black or blue ink. The undersigned
hereby appoints Thomas Krucker, proxy, with full power of
substitution, to vote all shares of Common Stock of the
undersigned in the Corporation at the Annual Meeting of
Shareholders to be held on November 22, 2000, and at any
adjournment thereof, upon all subjects that may properly come
before the meeting. IF SPECIFIC DIRECTIONS ARE NOT GIVEN WITH
RESPECT TO ANY MATTERS TO BE ACTED UPON AT THE ANNUAL MEETING AND
THIS PROXY CARD IS SIGNED AND RETURNED, THE PROXY WILL VOTE IN
ACCORDANCE WITH THE ABOVE RECOMMENDATION AND MAY EXERCISE
DISCRETIONARY AUTHORITY WITH RESPECT TO ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING.
Please date and sign exactly as your name or names appear on this
proxy card. If the shares are held jointly, each shareholder
should sign. If signing as an executor, trustee, administrator,
custodian, guardian, corporate officer, or pursuant to a power of
attorney, please so indicate below. In order to ensure that your
vote is counted, we must receive the Proxy Card no later than
November 17, 2000.
Dated:_______________ By:____________________________________
Print Name:____________________________
Check this box if you have either a change of address or
comments, and please note the same on this proxy card.
Mail this Proxy Card to: Elast Technologies, Inc.
Proxy Committee
Pacific Stock Transfer Company
5844 S. Pecos Rd., Suite D
Las Vegas, NV 89120
