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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
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material pursuant to Section 240.14a-11(c) or
Section 240.14a-12
AIR-CURE TECHNOLOGIES, INC.
(Name of Registrant as specified in its Charter)
AIR-CURE TECHNOLOGIES, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] 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 the transaction
applies:
-------------------------
(2) Aggregate number of securities to which the transaction
applies:
-------------------------
(3) Per unit price or other underlying value of the
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.:
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(3) Filing Party:
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(4) Date Filed:
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AIR-CURE TECHNOLOGIES, INC.
2727 ALLEN PARKWAY, SUITE 760
HOUSTON, TEXAS 77019
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD MARCH 5, 1997
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Notice is hereby given that a special meeting of the stockholders of
Air-Cure Technologies, Inc. (the "Company") will be held at the offices of the
Company, 2727 Allen Parkway, Suite 760, Houston, Texas 77019, on Wednesday,
March 5, 1997, at 11:00 a.m. central time, for the following purposes:
1. To consider and act upon a proposal to amend the Company's Restated
Certificate of Incorporation to change the name of the Company to "ITEQ, Inc."
and to increase the authorized shares of common stock, $.001 par value ("Common
Stock"), to 40,000,000 shares from the 30,000,000 shares presently authorized;
and
2. To consider and act upon such other business as may properly be
presented to the meeting.
A record of stockholders has been taken as of the close of business on
February 7, 1997, and only those stockholders of record on that date will be
entitled to notice of and to vote at the meeting. A stockholders' list will be
available at the offices of the Company commencing February 20, 1997, and may
be inspected during normal business hours before the special meeting.
If you do not expect to be present at the meeting, PLEASE SIGN AND DATE
THE ENCLOSED PROXY AND RETURN IT PROMPTLY in the enclosed stamped envelope
which has been provided for your convenience. The prompt return of proxies will
ensure a quorum and save the Company the expense of further solicitation.
By Order of the Board of Directors
Lawrance W. McAfee,
Executive Vice President, Chief Financial
Officer and Secretary
February 12, 1997
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AIR-CURE TECHNOLOGIES, INC.
2727 ALLEN PARKWAY, SUITE 760
HOUSTON, TEXAS 77019
PROXY STATEMENT
This Proxy Statement is being mailed to stockholders commencing on or
about February 12, 1997, in connection with the solicitation by the board of
directors of Air-Cure Technologies, Inc. (the "Company") of proxies to be voted
at a special meeting of stockholders to be held in Houston, Texas on March 5,
1997, and at any adjournment thereof, for the purposes set forth in the
accompanying notice. Proxies will be voted in accordance with the directions
specified thereon and otherwise in accordance with the judgment of the persons
designated as the holders of the proxies. Proxies marked as abstaining on any
matter to be acted on by the stockholders will be treated as present at the
special meeting for purposes of determining a quorum but will not be counted as
votes cast on such matters. Any proxy on which no direction is specified will
be voted for approval of an amendment to the Company's Restated Certificate of
Incorporation to change the name of the Company to "ITEQ, Inc." and to increase
the authorized shares of Common Stock to 40,000,000 shares from the 30,000,000
shares presently authorized. A stockholder may revoke a proxy by delivering to
the Company written notice of revocation, delivering to the Company a proxy
signed on a later date or voting in person at the special meeting.
As of February 7, 1997, the record date for the determination of
stockholders entitled to vote at the special meeting, there were ________
shares of the Common Stock outstanding. Each share of Common Stock entitles the
holder to one vote on all matters presented at the meeting.
PROPOSED CHARTER AMENDMENT
At the meeting, stockholders will be asked to approve an amendment (the
"Amendment") to the Company's Restated Certificate of Incorporation which
changes the name of the Company to "ITEQ, Inc." and increases the number of
authorized shares of Common Stock of the Company to 40,000,000 shares from the
30,000,000 shares presently authorized.
Name Change. In November 1996, the Company completed the acquisition of
Ohmstede, Inc., the largest domestic manufacturer of custom-built shell and
tube heat exchangers for the petroleum refining and petrochemical industries.
The Company also provides a wide range of products and services in the air
treatment, moving and processing industry. In order to better reflect that the
Company's operations have become increasingly diversified, the board of
directors has proposed that the name of the Company be changed to "ITEQ, Inc."
Increased Share Authorization. As of February 7, 1997, there were
__________ shares of the Company's Common Stock issued and outstanding, and
__________ shares reserved for future issuance upon exercise or conversion of
the Company's outstanding warrants and options or under the Company's employee
stock purchase plan. Thus, the Company has ________ uncommitted shares of
Common Stock available for future issuance, and the board of directors believes
this to be an insufficient number of shares for effecting possible future
transactions, including, for example, stock dividends, stock splits, financing
arrangements, or acquisitions by the Company of other businesses if favorable
acquisitions were to become available. Except with respect to the shares of
Common Stock which may be issued upon the exercise or conversion of the
Company's outstanding warrants and options, the Company has no present plans
for any particular issuance of additional shares of Common Stock.
The additional shares of Common Stock authorized by the Amendment will be
available for issuance at any time in the future without further stockholder
approval, unless such approval were required by law, as in the case of
consolidations and certain statutory mergers, or by the rules of the Nasdaq
National Market System or other exchanges on which the Common Stock were to
then be listed. In the absence of the additional authorization, significant
future issuances could not be effected without the expense and delay associated
with further action by stockholders.
Under certain circumstances, an increase in the number of authorized
shares of Common Stock can provide corporate management with a means to
discourage a change of control, such as through the issuance to stockholders of
rights to purchase additional shares of Common Stock at prices below the then
current market price. As in the case of other types of issuances, those
intended to prevent or to discourage changes of control could be accomplished
without further stockholder approval. However, the board of directors has no
present intention of using the additional shares proposed to be authorized for
such a purpose and is not aware that any takeover or similar action is
contemplated.
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APPROVAL
Approval of the Amendment to the Company's Restated Certificate of
Incorporation requires the affirmative vote of the holders of a majority of the
shares of Common Stock outstanding and entitled to vote at the meeting. The
board of directors recommends a vote FOR approval of the Amendment to the
Company's Restated Certificate of Incorporation.
Abstentions and broker non-votes with respect to the Amendment will have
the effect of voting against the Amendment.
OTHER MATTERS
The cost of soliciting proxies in the accompanying form will be borne by
the Company. In addition to solicitations by mail, regular employees of the
Company may, if necessary to assure the presence of a quorum, solicit proxies
in person or by telephone.
The persons designated to vote shares covered by proxies intend to
exercise their judgment in voting such shares on other matters that may
properly come before the meeting. Management does not expect that any matters
other than those referred to in this proxy statement will be presented for
action at the meeting.
By Order of the Board of Directors
Lawrance W. McAfee,
Executive Vice President, Chief Financial
Officer and Secretary
February 12, 1997
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PROXY Air-Cure Technologies, Inc.
2727 Allen Parkway, Suite 760
Houston, Texas 77019
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING
OF STOCKHOLDERS TO BE HELD ON MARCH 5, 1997
The undersigned stockholder of Air-Cure Technologies, Inc. (the
"Company") hereby appoints each of Mark E. Johnson and Lawrance W. McAfee
attorneys and proxies of the undersigned, with full power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Stockholders of the
Company to be held at the offices of the Company, 2727 Allen Parkway, Suite
760, Houston, Texas 77019, on March 5, 1997, at 11:00 a.m., central time, and
at any adjournments of said meeting, all of the shares of Common Stock which
the undersigned may be entitled to vote.
1. APPROVAL OF THE AMENDMENT TO THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION:
[ ] FOR [ ] AGAINST [ ] ABSTAIN
CONTINUED ON OTHER SIDE
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CONTINUED FROM OTHER SIDE
2. In their discretion, upon such other matters as may properly come
before the meeting; hereby revoking any proxy or proxies regarding
such matters heretofore given by the undersigned.
The board of directors recommends a vote FOR the approval of the Amendment to
the Company's Restated Certificate of Incorporation. The undersigned hereby
acknowledges receipt of the Notice of Special Meeting of Stockholders and the
Proxy Statement furnished herewith.
Dated , 1997
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Stockholder's Signature
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Stockholder's Signature
Signature should agree with name printed
hereon. If Stock is held in the name of more
than one person, EACH joint owner should sign.
Executors, administrators, trustees,
guardians, and attorneys should indicate the
capacity in which they sign. Attorneys should
submit powers of attorney.
PLEASE SIGN AND RETURN IN THE ENVELOPE ENCLOSED
