SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN A PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c)
or ss.240.14a-12
AMERICAN FILM TECHNOLOGIES, INC.
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(Name of Registrant as specified in its charter)
Fred S. Rudy
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(Name of Person(s) Filing Proxy Statement), if other than Registrant
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] $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.
(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: (A)
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any 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:
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PROXY STATEMENT
OF FRED S. RUDY
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AMERICAN FILM TECHNOLOGIES, INC.
NOTICE OF POSTPONEMENT AND RESCHEDULING OF
THE 1999 ANNUAL MEETING OF STOCKHOLDERS
FROM SEPTEMBER 1, 1999 TO SEPTEMBER 13, 1999
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TO THE STOCKHOLDERS OF AMERICAN FILM TECHNOLOGIES, INC.
Notice is hereby given to the holders of the common stock, par value
$.002 per share (the "Common Stock") of American Film Technologies, Inc. (the
"Company"), in connection with the solicitation of proxies by stockholder Fred
S. Rudy ("Rudy") that the 1999 Annual Meeting of the Company's stockholders
originally scheduled to be held on September 1, 1999 has been postponed and
rescheduled to be held on September 13, 1999 at 11:00 A.M. at the Plaza Athenee
Hotel located at 37 East 64th Street, New York, New York.
The record date for the 1999 Annual Meeting shall remain July 15, 1999
(the "Record Date"). Only stockholders of record at the close of business on the
Record Date are entitled to notice of and to vote at the 1999 Annual Meeting.
According to the records of StockTrans, Inc., the Company's transfer agent,
there were 111,899,753 shares of Common Stock issued and outstanding as of the
close of business on the Record Date and therefore entitled to vote at the
Annual Meeting. Each share of Common Stock entitles the holder to one vote on
each matter submitted to a vote at the Annual Meeting.
The Proxy Statement dated August 17, 1999 that was previously mailed to
you shall remain unchanged with the exception of the following additions:
On August 25, 1999, Rudy, the Company and Messrs. Wetzler, Trager and
Henningan, a majority of the Company's current independent Board of Directors,
executed an agreement (the "Agreement") pursuant to which:
1. Rudy and his associates will purchase 25,000,000 shares of the
Company's Common Stock from the Company in consideration of $250,000.00 (the
"Funds");
2. A portion of the Funds will be used to meet the costs of the 1999
Annual Meeting, including the cost of printing and mailing the Company's notice
of the 1999 Annual Meeting, and to pay the corporate expenses of the Company,
including attorney's fees incurred by the Company in connection with the lawsuit
brought by Rudy and other plaintiffs (as discussed in the Proxy Statement dated
August 17, 1999, previously mailed). Expenditures of the Funds will require the
signatures of both Rudy and Mr. Henningan;
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3. The Company's current Board of Directors will not: (i) authorize the
issuance of any additional shares of the Company's Common Stock, other than the
shares of the Company's Common Stock to be issued to Rudy and his associates;
(ii) increase or decrease the size of the Company's Board of Directors; (iii)
agree to the appointment of a new Board of Directors; and (iv) take any steps to
a file a bankruptcy petition;
4. Neither Mr. Wetzler nor the Company's current Board of Directors
will vote against or take any other action in opposition of the election of the
Rudy Slate of Directors (as defined in the Proxy Statement dated August 17,
1999, previously mailed) at the 1999 Annual Meeting. In addition, Mr. Wetzler
has given his irrevocable proxy to special counsel to the Company directing that
his shares of the Company's Common Stock abstain from being voted or not be
voted at the 1999 Annual Meeting. Mr. Wetzler is the owner of 29,191,000 shares
of the Company's Common Stock;
5. After the 1999 Annual Meeting, Rudy and the other plaintiffs in the
lawsuit will dismiss their action against the Company's current independent
Directors. In addition, Rudy and his associates, the Company's current
independent Directors, and the Company will execute releases, releasing the
Company's current independent Directors from any and all liability arising out
of their conduct while acting in their capacity as Directors of the Company
during their tenure on the Board of Directors; and
6. Rudy and his associates will indemnify the Company's current
independent Directors against any future claims, if any, which may arise out of
the management of the Company by the Rudy Slate, if elected.
On August 26, 1999, the parties to the Agreement, executed an amendment
to the Agreement, pursuant to which the parties agreed to file a stipulation
with the Delaware Court of Chancery agreeing to hold the 1999 Annual Meeting on
or before September 16, 1999.
Please be aware that this Amendment constitutes a part of the Proxy
Statement dated August 17, 1999, and therefore should be read in conjunction
therewith.
If you have any questions regarding this Amendment or the Proxy
Statement dated August 17, 1999, you are invited to call Fred S. Rudy at (212)
542-8209.
Dated: August 31, 1999
FRED S. RUDY
By: /s/ Fred S. Rudy
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BLUE PROXY - 1999 ANNUAL MEETING OF STOCKHOLDERS OF AMERICAN FILM TECHNOLOGIES,
INC.
The undersigned hereby appoints Fred S. Rudy, a proxy with full power
of substitution, proxy to vote all of the shares of Common Stock of the
undersigned and with all of the powers the undersigned would possess if
personally present, at the Annual Meeting of Stockholders of American Film
Technologies, Inc. to be held on September 13 1999, and at all adjournments
thereof, upon the matters specified below, all as more fully described in the
Proxy Statement and with the discretionary powers upon all other matters which
come before the meeting or any adjournment thereof.
This Proxy is solicited by Fred S. Rudy in opposition to the American Film
Technologies, Inc. Board of Directors.
1. Election of the Rudy Slate of Directors - To elect the following
individuals as Directors to hold office for a term of one year:
Fred S. Rudy, Porter Bibb Anthony K. Chan, and John H. Hoagland.
FOR ALL NOMINEES WITHHELD FOR ALL NOMINEES
INSTRUCTION: To withhold authority to vote for any individual, write that
nominee's name in the space provided below:
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Every properly signed proxy will be voted in accordance with the specifications
made thereon. If not otherwise specified, this Proxy will be voted for Proposal
1.
The undersigned hereby acknowledges receipt of a copy of the accompanying Proxy
Statement and hereby revokes any proxy or proxies heretofore given.
Please mark, date, sign and mail your proxy promptly in the envelope provided.
Date: , 1999
(Print name of Stockholder)
(Print name of Stockholder)
Signature
Signature
Number Shares
Note: Please sign exactly as name appears in the
Company's records. Joint owners should each sign.
When signing as attorney, executor or trustee,
please give title as such.
IF YOU HAVE ALREADY SUBMITTED A PROXY TO AMERICAN FILM TECHNOLOGIES,
INC. FOR THE ANNUAL MEETING, YOU MAY CHANGE YOUR VOTE TO A VOTE FOR THE FRED S.
RUDY PROPOSAL BY MARKING, SIGNING, DATING AND RETURNING THIS BLUE PROXY CARD
BEFORE THE ANNUAL MEETING, WHICH MUST BE DATED AFTER ANY PROXY WHICH YOU MAY
HAVE SUBMITTED TO AMERICAN FILM TECHNOLOGIES, INC. ONLY YOUR LATEST DATED PROXY
FRO THE ANNUAL MEETING WILL COUNT AT SUCH MEETING.
