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
2
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 17, 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 12:00 p.m. PST, 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 and 4,127,308 31.86%
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
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. CERTAIN OTHER INFORMATION
IS AVAILABLE WITHOUT CHARGE UPON WRITTEN REQUEST. PLEASE CONTACT ELAST
TECHNOLOGIES, INC., 2505 RANCHO BEL AIR, LAS VEGAS, NEVADA 89107,
TELEPHONE (702) 878-8310. IF YOU WOULD LIKE TO REQUEST A COPY OF THE
COMPANY'S QUARTERLY REPORT ON FORM 10-QSB FOR THE PERIOD ENDED MARCH
31, 2000, OR ADDITIONAL REPORTS.
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 filed with the SEC on
December 7, 1999.
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.
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
</TABLE>
