<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
MICRO-ASI, INC.
(Name of Registrant as Specified In Its Charter)
--------------------------
(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:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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> 2
January 31, 2000
Dear Shareholder:
On behalf of the directors and officers of Micro-ASI, Inc. (the "Company"), I
invite you to attend a special meeting of our shareholders on Wednesday,
February 16, 2000 at 10:00 a.m. at the Westin Park Central Hotel, 12720 Merit
Drive, Dallas, Texas 75243.
The enclosed material includes the notice of special meeting, proxy statement,
which describes the business to be transacted at the meeting, and proxy for you
to complete and return to the Company. The primary purpose of this special
meeting is to amend our Articles of Incorporation to increase the number of
authorized shares of common stock, $0.001 par value per share (the "Common
Stock") and preferred stock , $0.01 par value per share (the "Preferred Stock")
and to authorize the Board of Directors of the Company to determine the
preferences, limitations and rights of any Preferred Stock to be issued in the
future.
The proposal is explained in more detail in the notice of special meeting and
proxy statement that appear on the following pages. After reading the proxy
statement, please mark, sign and return the enclosed proxy card to ensure that
your vote on the business matters of the meeting will be recorded. If you do
attend the special meeting, you may withdraw your proxy should you wish to vote
in person.
On behalf of the Board of Directors and management of Micro-ASI, Inc., we would
like to thank you for your continued support and confidence.
Sincerely yours,
Joel E. Claybrook
President and CEO
<PAGE> 3
MICRO-ASI, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 16, 2000
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the "Special
Meeting") of Micro-ASI, Inc. (the "Company") will be held at the Westin Park
Central Hotel, 12720 Merit Drive, Dallas, Texas 75243, on Wednesday, February
16, 2000 at 10:00 am local time for the following purposes:
1. To consider and vote on a proposal to amend the Company's Articles of
Incorporation to increase the authorized number of shares of Common
Stock from 20,000,000 to 75,000,000 shares, to increase the authorized
number of shares of Preferred Stock from 1,000,000 to 15,000,000
shares, and to authorize the Board of Directors of the Company to
determine the preferences, limitations and rights of any Preferred
Stock to be issued in the future; and
2. To transact such other business as may properly come before the Special
Meeting and any adjournments thereof.
As of January 14, 2000, there were 19,227,111 shares of Common Stock
outstanding and no shares of Preferred Stock outstanding.
Holders of the Company's Common Stock of record as of the close of business on
December 31, 1999, are entitled to receive notice of, and to vote at, the
Special Meeting and any adjournments thereof.
It is important that your shares be represented at the Special Meeting. For
that reason, we ask that you promptly sign, date and mail the enclosed proxy in
the return envelope provided. Shareholders who attend the Special Meeting may
revoke their proxies and vote in person. To help us prepare properly for your
attendance at the Special Meeting, we ask that you indicate on your proxy
whether you plan to attend the meeting.
By Order of the Board of Directors,
Joel E. Claybrook
President and CEO
Dallas, Texas
January 31, 2000
<PAGE> 4
MICRO-ASI, INC.
12655 NORTH CENTRAL EXPRESSWAY
SUITE 1000
DALLAS, TEXAS 75243
==============================
PROXY STATEMENT
==============================
SPECIAL MEETING OF SHAREHOLDERS, FEBRUARY 16, 2000
This proxy statement and the accompanying notice of special meeting and proxy
are being furnished to the shareholders of Micro-ASI, Inc. (the "Company") in
connection with the solicitation of proxies by the Board of Directors of the
Company (the "Board") for use at a Special Meeting of Shareholders of the
Company (the "Special Meeting") to be held at the Westin Park Central Hotel,
12720 Merit Drive, Dallas, Texas 75243, at 10:00 am local time, and any
adjournments or postponement thereof. These proxy materials are being mailed on
or about January 31, 2000 to holders of record on December 31, 1999, of the
Company's Common Stock, $0.001 par value (the "Common Stock").
At the Special Meeting, the shareholders of the Company will be asked to
consider and vote upon proposals to (i) approve an amendment to the Company's
Articles of Incorporation to increase the authorized number of shares of Common
Stock from 20,000,000 to 75,000,000 shares, to increase the authorized number
of shares of preferred stock, $0.01 par value per share (the "Preferred
Stock"), from 1,000,000 to 15,000,000 shares, and to authorize the Board to
determine the preferences, limitations and rights of any Preferred Stock to be
issued in the future; and (ii) transact such other business as may properly
come before the Special Meeting or any adjournment thereof.
INFORMATION CONCERNING SOLICITATION AND VOTING
REVOCABILITY OF PROXIES
A proxy may be revoked by a shareholder prior to its exercise by written notice
to the Secretary of the Company, by submission of another proxy bearing a later
date or by revoking the prior proxy and voting in person at the Special
Meeting. Such notice or later proxy will not affect a vote on any matter taken
prior to the receipt thereof by the Secretary of the Company. The mere presence
at the Special Meeting of the shareholder appointing the proxy will not revoke
the appointment. If not revoked, the proxy will be voted at the Special Meeting
in accordance with the instructions indicated on the proxy by the shareholder
or, if no instructions are indicated, will be voted FOR each of the matter of
business described herein and, as to any other matter of business that may
properly be brought before the Special Meeting, in accordance with the judgment
of the person or persons voting the same.
EXPENSES
All expenses of the Company in connection with this solicitation will be borne
by the Company. In addition to solicitation by mail, proxies may be solicited
by directors, officers and other employees of the Company, by telephone,
telegraph, fax, telex, in person or otherwise, without additional compensation.
RECORD DATE AND VOTING SECURITIES
As of January 14, there were 19,227,111 shares of Common Stock outstanding and
no shares of Preferred Stock outstanding. Holders of record at the close of
business on December 31, 1999, of the Company's Common Stock are entitled to
notice of, and to vote at, the Special Meeting and any adjournments thereof.
Each outstanding share of Common Stock entitles the holder thereof to one vote
with respect to each matter considered at the Special Meeting. Each matter of
business requires the presence in person or by proxy of a majority of the
shares of Common Stock
<PAGE> 5
entitled to vote to constitute a quorum. Abstentions may be specified on all
proposals. Abstentions will have the same effect as a vote against such
proposal. Broker non-votes, if any, will not be included in vote totals and, as
such, will have no effect on any proposal. The Company's Articles of
Incorporation does not provide for cumulative voting. Assuming the presence of
a quorum at the Special Meeting, the affirmative vote of two-thirds of the
outstanding stock entitled to vote is required to amend the corporate charter.
All other matters will be determined by a majority of the votes cast.
Only holders of record of Common Stock on December 31, 1999, are entitled to
notice of, and to vote at, the Special Meeting.
PROPOSAL ONE
APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION
The Company's Articles of Incorporation (the "Articles") do not currently
provide that the Company is authorized to issue 20,000,000 shares of Common
Stock and 1,000,000 shares of designated Preferred Stock. In January 2000, the
Board authorized an amendment to the Articles, subject to shareholder approval,
to increase the authorized number of shares of Common Stock to 75,000,000
shares, to increase the authorized number of Preferred Stock to 15,000,000
shares, and to authorize the Board of Directors of the Company to determine the
preferences, limitations and rights of any Preferred Stock to be issued in the
future. The shareholders are being asked to approve such amendment to the
Articles.
The terms of the additional authorized shares of Common Stock will be the same
as those that apply to the currently authorized shares of Common Stock.
Adoption of the amendment and any future issuance of the Common Stock would not
affect the rights of the holders of currently outstanding Common Stock of the
Company, except for effects incidental to increasing the number of shares of
the Company's Common Stock outstanding, such as dilution of the earnings per
share and voting rights of current holders of Common Stock.
Adoption of the amendment would authorize the Board to determine the terms,
preferences, limitations and rights of the additional and currently authorized
shares of Preferred Stock. The proposed amendment would also give the Board the
authority to issue additional shares of Common Stock and Preferred Stock
without requiring future shareholder approval of such issuances except as may
be required by applicable law.
The increase in the authorized number of shares of Common Stock and Preferred
Stock and the subsequent issuance of such shares (within the limits imposed by
applicable law) could have the effect of delaying or preventing a change in
control of the Company without further action by the shareholders. Any such
issuance of additional stock could have the effect of diluting the earnings per
share and book value per share of outstanding shares of Common Stock and
Preferred Stock, and such additional shares could be used to dilute the stock
ownership or voting rights of persons seeking to obtain control of the Company.
Shareholders of the Company do not now have preemptive rights to subscribe for
or purchase additional shares of Common Stock or Preferred Stock, and the
shareholders will have no preemptive rights to subscribe for or purchase any of
the authorized shares of Common Stock or Preferred Stock that will be available
for issuance as a result of the increase in the number of authorized shares of
Common Stock and Preferred Stock.
As of January 14, 2000, 19,227,111 shares of Common Stock were issued and
outstanding and 837,500 shares of Common Stock were reserved for issuance in
connection with stock options granted under the 1999 Stock Option Plan. In
connection with the acquisition of Best Technologies, Inc. ("BTI"), an
additional 1,416,667 shares will be reserved for future issuance. Thus, there
are no shares available for other corporate purposes.
If the proposed amendment is approved, the additional authorized shares would
be available for issuance by the Board for any proper corporate purpose at any
time without further shareholder approval except as otherwise required by
applicable law. Nonetheless, it is the intention of the Board to use a portion
of the additional shares to (i) reserve shares for future issuance in
connection with the transaction with BTI, as described below; (ii) for possible
issuance in connection with equity financing; and (iii) to grant options to
purchase shares pursuant to the 1999 Stock Option Plan.
<PAGE> 6
Other than in connection with the reservation of shares of Common Stock for the
BTI acquisition, the Board has no present agreement or arrangement to issue any
such shares.
ACQUISITION OF COMMON STOCK AND PREFERRED STOCK OF BEST TECHNOLOGIES, INC.
On January 18, 2000, the Company entered into a definitive share purchase
agreement (the "Agreement") whereby the Company acquired all of the outstanding
common stock of BTI (the "BTI Common Stock") and one share of preferred stock
of BTI (the "BTI Preferred Stock"). BTI, a Texas corporation, is an electronics
contract manufacturer headquartered in Wylie, Texas. The BTI Common Stock does
not have voting rights. The BTI Preferred Stock has voting rights, and as a
holder of Preferred Stock, the Company has the right to appoint one director to
the three-member Board of Directors of BTI. In connection with the Agreement,
the Company will receive the remaining two shares of BTI Preferred Stock from
the BTI Shareholders and the right to appoint all of the directors of BTI upon
the completion of an initial public offering by the Company.
The total aggregate purchase price for the BTI Common Stock and the BTI
Preferred Stock is approximately $4.5 million. The purchase price includes (i)
a promissory note to BTI in the amount of $600,000, due the earlier of (a)
March 31, 2000 or (b) ten days after the completion of one or more private
placements having an aggregate gross offering amount in excess of $6,000,000
(the "Cash Note"); (ii) a promissory note to the BTI shareholders in the amount
of $2,500,000, due the earlier of (a) December 31, 2001 or (b) ten days after
the completion of an initial public offering by the Company (the "Purchase
Note"); (iii) a convertible note to the BTI Shareholders in the amount of
$1,416,677 due December 31, 2001, which is immediately convertible into
1,416,677 shares of Common Stock of the Company (the "Convertible Note"); and
(iv) a contribution to the capital of BTI consisting of $750,000 of property
and equipment used in the Company's flip-chip assembly. Furthermore, the
payment of the Cash Note, the Purchase Note and the Convertible Note is secured
by a stock pledge agreement of the Company. The purchase price is not subject
to any post-closing adjustments.
Under Texas law, the Company is not required to, and will not, seek shareholder
approval for this transaction.
RECOMMENDATION OF THE BOARD
The Board has unanimously approved the amendment to the Articles and recommends
that the shareholders vote "FOR" this proposal.
<PAGE> 7
MANAGEMENT
STOCK OWNERSHIP OF PRINCIPAL OWNERS AND MANAGEMENT
The following table sets forth information concerning the beneficial ownership
of the Company's Common Stock as of January 14, 2000, by (i) each person who is
known by the Company to own beneficially more than 5% of the Common Stock, (ii)
each director of the Company, (iii) each of the executive officers of the
Company, and (iv) all directors and executive officers of the Company as a
group.
<TABLE>
<CAPTION>
Shares Beneficially Owned(1),(2) Number Percent
- ------------------------------------------------------- --------- ---------
<S> <C> <C>
Cecil E. Smith, Jr.(3)
12655 N. Central Expressway, Suite 1000 5,235,000 27.0%
Dallas, Texas 75243
Joel E. Claybrook(4)
12655 N. Central Expressway, Suite 1000 2,010,000 10.4%
Dallas, Texas 75243
Robert J. Hoyt
174 The Masters Circle 1,800,000 9.4%
Costa Mesa, CA 92627
Dr. Meng-Sheng Lin(5)
12655 N. Central Expressway, Suite 1000 1,175,000 6.1%
Dallas, Texas 75243
Dr. Myles Welborn
12655 N. Central Expressway, Suite 1000 45,500 *
Dallas, Texas 75243
James Hamner
12655 N. Central Expressway, Suite 1000 -- --
Dallas, Texas 75243
Dr. James Dukowitz(6)
12655 N. Central Expressway, Suite 1000 100,000 *
Dallas, Texas 75243
All Directors & Officers as a Group (6 persons) 8,565,500 43.3%
</TABLE>
- ---------------------------------
* Denotes less than 1% ownership
(1) The rules of the SEC provide that, for the purposes hereof, a person is
considered the "beneficial owner" of shares with respect to which the person,
directly or indirectly, has or shares the voting or investment power,
irrespective of his economic interest in the shares. Unless otherwise noted,
each person identified possesses sole voting and investment power over the
shares listed, subject to community property laws.
(2) Based on 19,227,111 shares outstanding on January 14, 2000. Shares of Common
Stock subject to options that are exercisable within 60 days of January 14,
2000, are deemed beneficially owned by the person holding such options for the
purposes of calculating the percentage of ownership of such person but are not
treated as outstanding for the purpose of computing the percentage of any other
person.
(3) Includes 175,000 shares of Common Stock issuable upon exercise of stock
options.
(4) Includes 175,000 shares of Common Stock issuable upon exercise of stock
options.
(5) Includes 125,000 shares of Common Stock issuable upon exercise of stock
options.
(6) Includes 100,000 shares of Common Stock issuable upon exercise of stock
options.
<PAGE> 8
OTHER MATTERS
As of the date of this proxy statement, the Company has no knowledge of any
business other than that described above that will be presented at the Special
Meeting. If any other business should come before the Special Meeting, it is
intended that the persons named in the enclosed proxy will have discretionary
authority to vote the shares that they represent.
You are urged to sign and return your proxy promptly in the enclosed envelope
to make certain your shares will be voted at the Special Meeting.
By Order of the Board of Directors,
Joel E. Claybrook
President and CEO
January 31, 2000
<PAGE> 9
MICRO-ASI, INC.
PROXY
The undersigned hereby (i) acknowledges receipt of the notice dated January 31,
2000, of the Special Meeting of Shareholders of Micro-ASI, Inc. (the "Company")
to be held at 10:00 am local time on Wednesday, February 16, 2000 at the Westin
Park Central Hotel, 12720 Merit Drive, Dallas, Texas 75243, and the proxy
statement in connection therewith; and (ii) appoints JOEL E. CLAYBROOK and
CECIL E. SMITH, JR. and each of them, the undersigned's proxies with full power
of substitution, for and in the name, place and stead of the undersigned, to
vote upon and act with respect to all of the shares of Common Stock of the
Company standing in the name of the undersigned or with respect to which the
undersigned is entitled to vote and act, at the meeting and at any adjournment
thereof, and the undersigned directs that his proxy be voted as follows:
(a) Proposal to approve the amendment to the Company's Articles of
Incorporation to increase the authorized number of shares of Common Stock
from 20,000,000 to 75,000,000 shares and the authorized number of shares
of Preferred Stock from 1,000,000 to 15,000,000 shares.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(b) In the discretion of the proxies on any other matter that may properly
come before the meeting or any adjournment thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS SPECIFIED ABOVE. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR THE MATTERS SPECIFICALLY REFERRED TO ABOVE.
If more than one of the proxies named above shall be present in person or by
substitute at the meeting or any adjournment thereof, both of the proxies so
present and voting, either in person or by substitute, shall exercise all of
the proxies hereby given.
The undersigned hereby revokes any proxy or proxies heretofore given to vote
upon or act with respect to such Common Stock and hereby ratifies and confirms
all that the proxies, their substitutes, or any of them may lawfully do by
virtue hereof.
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THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY.
[ ] I PLAN TO ATTEND THE SPECIAL MEETING.
DATED: ----------------------------------------
----------------------------- SIGNATURE OF SHAREHOLDER
TELEPHONE: ----------------------------------------
------------------------- NAME (please print)
NUMBER OF SHARES: ----------------------------------------
------------------ SIGNATURE OF JOINT SHAREHOLDER
(if applicable)
NAME OF JOINT SHAREHOLDER (please print)
TITLE (if applicable)
When signing as an attorney, administrator, executor, guardian or trustee,
please add your title as such. If executed by a corporation or other entity,
the proxy should be signed by a duly authorized officer or representative of
such entity. Each joint tenant should sign the proxy.
NOTE: PLEASE MARK, SIGN, DATE AND RETURN VIA MAIL OR FACSIMILE (972-392-9639)
THIS PROXY CARD PROMPTLY TO:
MICRO-ASI, INC.
12655 N. Central Expressway
Suite 1000
Dallas, Texas 75243
