UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
SCHEDULE 14f-1
INFORMATION STATEMENT
Pursuant to Section 14(f) of the
Securities Exchange Act of 1934
and Rule 14f-1 thereunder
MAS Acquisition IX Corp.
------------------------
(Name of Small Business Issuer in its charter)
Indiana 35-2070344
------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1710 E. Division St., Evansville, Indiana 47711
------------------------------------------- ----------
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code: (812) 479-7266
--------------
--------------------
<PAGE>
INTRODUCTION
The Air Tracks, Inc. was incorporated on May 10, 1995 in the State of
New Jersey. On May 19, 1997, Air Tracks, Inc. merged with Airtrax, Inc.
("AITX"). AITX is in the business of manufacturing omni-directional
vehicles for the military and private sector. The Company is developing
commercial applications for omni-directional systems which can be
incorporated into any type of vehicle requiring advanced navigational
capabilities. The Company will produce the omni-directional forklifts and
military mobility equipment. A vehicle equipped with the AITX system is
capable of forward, lateral, diagonal, and rotational movements. The
Company website is located at www.airtrax.com. AITX believes that it's
omni-directional forklifts will revolutionize the material handling
industry.
On November 5, 1999, MAS Acquisition IX Corp.("MAS" or the "Company") entered
into an Agreement and Plan of Merger ("Agreement") with AITX. Pursuant to the
terms of the Agreement, AITX will be the surviving corporation upon completion
of the merger. This statement is being mailed on or about November 16, 1999
to shareholders of record on November 16, 1999 of shares of Common Stock,
par value $.001 per share of the Company. It is being furnished in connection
with the Agreement and change of the Company's directors effected on or about
November 16,1999.
<PAGE>
BACKGROUND OF TRANSACTION AND CHANGE IN CONTROL
Pursuant to the terms of the Agreement, each common share of MAS shall be
converted into 0.01348 common shares of AITX. A total of 8,519,800 shares of
common shares of MAS shall be converted into 114,867 restricted common shares
of AITX.
As a result of the Agreement, the Company has accepted the resignation of
Aaron Tsai, sole Director and Officer of the Company, as of November 16, 1999.
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
PRINCIPAL STOCKHOLDERS
The following table contains information regarding the shareholders
of AirTrax, its current directors and executive officers and those
persons or entities who beneficially own more than 5% of its common
stock and Preferred Stock:
<PAGE>
<TABLE>
<CAPTION>
Preferred Percentage of Percentage of
Common Stock Stock Common Stock Preferred Stock
Stock Beneficially Voting Beneficially Beneficially
Name Owned(1) Rights(2) Owned Owned
- -----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Peter Amico
President and
Chairman 1,695,737 2,750,000(3) 40.41% 100%
D. Barney Harris 62,500 -0- 1.49% -0-
Vice President and
Director
Frank Basile 190,000 -0- 4.53% -0-
Director
James Hudson 71,000(4) -0- 1.69% -0-
Director
John Watt Jr. 103,000 -0- 2.45% -0-
Director
All directors 2,122,237 2,750,000 50.57% 100%
and Executive
officers as a
group (5 persons)
- -----------------
</TABLE>
(1). Based on 4,196,311 outstanding shares of common stock (prior to the
effectiveness of the merger), excluding, however shares of common stock
issuable to the holder of the Preferred Stock (see "Item 2 - Executive
Compensation").
(2). Based upon 275,000 outstanding shares of Preferred Stock after
giving effect to the 10 for 1 voting rights.
(3). Represents 275,000 shares of Preferred Stock held by Arcon Corp., a
corporation wholly owned by Mr. Amico.
(4). Includes shares held by an affiliate of Mr. Hudson.
<PAGE>
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
Name Age Title
- -------------------- --- ---------------------------
<S> <C> <C>
Peter Amico 55 President and Chairman
D. Barney Harris 37 Vice President and Director
John Watt Jr. 62 Secretary and Director
Frank Basile, Esq. 63 Director
James Hudson 55 Director
- --------------------
</TABLE>
Peter Amico - Mr. Amico is the founder of the Company and has been
President and Chairman of the Company and its predecessor since its
inception in April 1995. Prior to 1995, Mr. Amico was president and
majority shareholder of Titan Aviation and Helicopter Services, Inc.
("Titan"). He has an extensive background in sales and in structural
design. His career in sales has spanned over thirty years and he has
held sales positions at Firestone Tire & Rubber and Union Steel
Products, Inc. In 1996 and in connection with operations of Titan, Mr.
Amico filed for bankruptcy protection.
D. Barney Harris - Mr. Harris has been a Director of the Company since
December 1998 and a Vice President since July 1999. From 1997 to July
1999, Mr. Harris was employed by UTD, Inc. Prior to 1997, Mr. Harris was
employed by EG&G as a Senior Engineer and Manager of the Ocean Systems
Department where he was responsible for the activities of 45 scientists,
engineers and technicians. During this period while performing contract
services for the US Navy, he was principally responsible for the design
of the omni-directional wheel presently used by the Company. Mr. Harris
received his B.S.M.E. from the United States Merchants Marine Academy in
1982, and is presently completing his M.S.M.E. from the University of
Maryland.
Mr. John Watt - Mr. Watt has been a Director of the Company since August
1998. From 1990 to the present, he has been the President of Watt-
Bollard Associates, Inc., a manufacturers' representative sales agency
located in Fort Washington, Pennsylvania. From 1970 to 1990, he served
as President of John C. Watt Associates, Inc.
Mr. James Hudson - Mr. Hudson has been a Director of the Company since
May 1998. From 1980 to present, he has been President of Grammer, Dempsy
& Hudson, Inc., a steel service center headquartered in Newark, New
Jersey.
Frank A. Basile, Esq. - Mr. Basile has been a Director of the Company
since April 1999. Mr. Basile has been a practicing attorney since 1963
and is president of the law firm Basile & Testa located in Vineland, New
Jersey. The firm was one of seven selected by the State of New Jersey to
represent the State against the tobacco industry.
<PAGE>
EXECUTIVE COMPENSATION
Peter Amico, as President of the Company, receives a salary of $75,000
per year. In addition, Mr. Amico will receive annual stock options not
to exceed 50,000 shares of common stock at a price of per share to be
determined by the board of directors. Arcon Corp., a corporation wholly
owned by Mr. Amico, receives an annual dividend on 275,000 shares of
Preferred Stock. The annual dividend equals $68,750, however, the holder
may elect to be paid in the form of common stock at a discount to the
market price (see the description of the Preferred Stock in Item 1.
Changes in Control of Registrant). Although not elected by the holder as
of this date, Arcon is entitled to receive 305,737 shares of common
stock as a dividend on the Preferred Stock for the period May 1997 to
December 31, 1998.
The Company and D. Barney Harris, as Vice President, have entered into a
written employment agreement for period of five years. Pursuant to the
agreement, Mr. Harris receives an annual salary of $75,000, subject to
annual review by the Company. In addition, Mr. Harris will be entitled
to receive stock grants and stock options not exceeding 25,000 shares of
common stock per annum at a share price discounted to the market.
The Board of Directors generally hold office for two years. Each board
member receives $250 for each meeting attended, plus reasonable travel
expenses. For 1998, each board member was granted stock options for not
more than 5,000 shares of common stock at price of $0.50 per share.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 18, 1999
MAS Acquisition IX Corp.
By: /s/ Aaron Tsai
-----------------------------------
Aaron Tsai
President, Chief Executive Officer
Treasurer and Director
