SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934, as amended
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
INTERACTIVE TECHNOLOGIES CORPORATION
(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)(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:*
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
* Set forth amount on which the filing is calculated and state
how it was determined.
[ ] 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>
INTERACTIVE TECHNOLOGIES CORPORATION
15400 Knoll Trail, Suite 106
Dallas, Texas 75248
September 11, 1998
Dear Shareholder:
You are cordially invited to attend the special meeting of
Shareholders (the "Special Meeting") of Interactive Technologies
Corporation, a Texas corporation (the "Company"), which will be
held on Monday, October 5, 1998, at 9:00 a.m., local time, at
Sumner Suites Hotel, 5229 Spring Valley Road, Dallas, Texas
75240.
At this important Special Meeting, you will be asked to
consider and vote upon proposals to approve and adopt amendments
to the Articles of Incorporation of the Company (the "Proposed
Amendment") to (A) effect a reverse stock split in which each
share of Common Stock currently issued and outstanding or held in
treasury would be reclassified and exchanged into one-fifth (1/5)
of a share of new Common Stock of the Company (the "Reverse Stock
Split"), thereby reducing the number of issued and outstanding
shares of Common Stock of the Company from 25,251,885 to
5,050,377 (adjusted for the rounding of any fractional shares up
to the nearest whole share), and the par value of each share of
the Company's Common Stock would be increased from $0.01 to $0.05
per share, and (B) change the name of the Company to "Airtech
International Group, Inc."
The Proposed Amendments are more completely described in the
accompanying Proxy Statement.
AT THE DIRECTORS MEETING HELD TO CONSIDER THE PROPOSED
AMENDMENTS, THE DIRECTORS OF THE COMPANY CAREFULLY CONSIDERED AND
APPROVED EACH PROPOSAL AS BEING IN THE BEST INTERESTS OF THE
COMPANY AND ITS SHAREHOLDERS. THE COMPANY'S BOARD OF DIRECTORS
RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE PROPOSALS TO
APPROVE AND ADOPT THE PROPOSED AMENDMENTS.
The affirmative vote of the holders of a majority of the
outstanding shares of the Company's Common Stock entitled to vote
at the meeting is necessary to approve each of the Proposed
Amendments. Abstentions and broker non-votes will have no effect
on the approval of this Proposed Amendments.
The Board of Directors recognizes that the Proxy Statement
is a lengthy document. However, this document necessarily
results from the need to furnish you with appropriate
information. Accordingly, the Board of Directors requests that
you carefully review these materials before completing the
enclosed Proxy Card. SIGNED BUT UNMARKED PROXY CARDS RETURNED BY
SHAREHOLDER WILL BE DEEMED TO BE A VOTE FOR THE APPROVAL OF THE
PROPOSED AMENDMENTS.
Should you require assistance in completing your Proxy Card
or if you have any questions about the voting procedure or the
accompanying Proxy Statement, please feel free to contact the
Company at 15400 Knoll Trail, Suite 106, Dallas, Texas 75248,
telephone (972) 960-9400.
Very truly yours,
C.J. Comu,
Chairman of the Board
<PAGE>
Interactive Technologies Corporation
15400 Knoll Trail, Suite 106
Dallas, Texas 75248
_____________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, OCTOBER 5, 1998
To the Shareholders of Interactive Technologies Corporation:
Notice is hereby given that a Special Meeting of
Shareholders (the "Special Meeting") of Interactive Technologies
Corporation, a Wyoming corporation (the "Company"), will be held
at the Sumner Suites Hotel, 5229 Spring Valley Road, Dallas,
Texas 75240 on Monday, October 5, 1998 at 9:00 a.m. C.D.T., for
the purpose of considering and voting upon the following:
1. Proposals to approve and adopt amendments to the
Articles of Incorporation of the Company (the "Proposed
Amendment") to (i) effect a reverse stock split in which each
share of common stock of the Company ("Common Stock") currently
issued and outstanding or held in treasury would be reclassified
and exchanged into one-fifth (1/5) of a share of new Common Stock
of the Company (the "Reverse Stock Split"), thereby reducing the
number of issued and outstanding shares of Common Stock of the
Company from 25,251,885 to 5,050,377 (adjusted for the rounding
of any fractional shares up to the nearest whole share), and the
par value of each share of the Company's Common Stock would be
increased from $0.01 to $0.05 per share, and (ii) change the name
of the Company to "Airtech International Group, Inc."
2. Such other business as may properly come before the
meeting or any other adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on
August 24, 1998 as the record date for the determination of
shareholders entitled to notice of, and to vote at, the Special
Meeting. The affirmative vote of the holders of a majority of
the outstanding shares of the Company's Common Stock entitled to
vote at the "Special Meeting" is necessary to approve each of the
Proposed Amendments.
YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING PROXY
STATEMENT.
Whether or not you expect to attend the Special Meeting in
person, you are urged to mark, sign and date the enclosed form of
proxy and return the same promptly so that your shares of stock
may be represented and voted at the meeting. The proxy may be
revoked at any time prior to the vote at the Special Meeting by
following the procedures set forth in the Proxy Statement.
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT
IN THE ENCLOSED ENVELOPE. YOUR PROMPT RESPONSE WILL BE
APPRECIATED.
By Order of the Board of Directors
C.J. Comu
Chairman of the Board
Dallas, Texas
September 11, 1998
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<PAGE>
PROXY STATEMENT
for
INTERACTIVE TECHNOLOGIES CORPORATION
15400 Knoll Trail, Suite 106
Dallas, Texas 75248
_____________
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 5, 1998
This Proxy Statement and accompanying appendices and other
materials are being furnished in connection with the solicitation
of proxies by the Board of Directors of Interactive Technologies
Corporation, a Wyoming corporation (the "Company"), to be used at
a Special Meeting of shareholders to approve proposed amendments
to the Company's Articles of Incorporation to effect a reverse
stock split, and effect a name change of the Company.
The proxies solicited hereby for the Special Meeting may be
revoked, subject to the procedures described herein, at any time
up to and including the date of the Special Meeting.
This Proxy Statement and the accompanying appendices and
Proxy Card are first being mailed to the Shareholders of
Interactive Technologies Corporation on or about September 11,
1998.
This date of this Proxy Statement is September 11, 1998
<PAGE>
TABLE OF CONTENTS
Page
----
SOLICITATION AND REVOCATION OF PROXIES 1
VOTING RIGHTS AND PRINCIPAL SHAREHOLDERS 1
General 1
Quorum and Voting 2
Security Ownership of Principal Shareholders and Management 2
PROPOSAL NO. 1 - ITEM 1 ON PROXY APPROVAL AND
ADOPTION OF AN AMENDMENT OF THE COMPANY'S
CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE
STOCK SPLIT C-3
PROPOSAL NO. 2 - ITEM 2 ON PROXY APPROVAL AND
ADOPTION OF AN AMENDMENT OF THE COMPANY'S
CERTIFICATE OF INCORPORATION TO EFFECT A NAME
CHANGE TO "AIRTECH INTERNATIONAL GROUP, INC." C-5
<PAGE>
SOLICITATION AND REVOCATION OF PROXIES
This Proxy Statement and the accompanying proxy are
furnished in connection with the solicitation of proxies by the
Board of Directors of Interactive Technologies Corporation, a
Wyoming corporation (the "Company"), for use at a Special Meeting
of Shareholders of the Company (the "Special Meeting") to be held
at the time and place and for the purposes set forth in the
accompanying Notice of Special Meeting of Shareholders and any
adjournment(s) thereof.
The proxy, which is enclosed with this Proxy Statement and
Notice of Meeting, contains a space where each shareholder may
indicate whether the shareholder chooses to vote his or her
shares for or against or to abstain from voting on each of the
proposals set forth therein, and to authorize the proxies to vote
in their discretion with respect to any other proposal brought
before the Special Meeting. If the proxy is returned to the
Company and the shareholder specifies how the proxy is to be
voted, it will be voted in accordance with such instruction. If
the proxy is returned to the Company and no indication is given
as to how the proxy is to be voted, the proxy will be voted by
the persons named in the proxy at the Special Meeting: FOR the
adoption and approval of amendments to the Company's Articles of
Incorporation (the "Proposed Amendment") to effect a one for five
reverse stock split (the "Reverse Stock Split") and to change the
name of the Company to "Airtech International Group, Inc.". If
any other matters properly come before the Special Meeting the
proxies will vote upon such matters according to their judgment.
The giving of a proxy does not preclude the right to vote in
person should the person giving the proxy so desire, and the
person giving the proxy has the power to revoke it at any time
before it has been exercised either by furnishing the Secretary
of the Company at the Company's offices at 15400 Knoll Trail,
Suite 106, Dallas, Texas 75248 written notice of revocation, by
properly executing and submitting a subsequently dated proxy or
by attending the meeting and voting in person. No such notice of
revocation or later-dated proxy will be effective, however, until
received by the Company at or prior to the Special Meeting. Mere
attendance at the Special Meeting will not of itself revoke the
proxy.
The enclosed proxy is solicited by and on behalf of the
Board of Directors in order to facilitate greater access to
capital resources for the Company. The expense of solicitation
of the proxies for the Special Meeting, including the cost of
mailing, will be borne by the Company.
In addition to the use of the mails, the Company may request
persons holding stock in their name or custody, or in the name of
the nominee, to send proxy materials to their principals and
request authority for the execution of the proxies, and the
Company will reimburse such person for their expense in so doing.
To the extent necessary in order to assure sufficient
representation at the Special Meeting, officers and regular
employees of the Company and others regularly retained by the
Company, at no additional compensation, will request the return
of the proxies personally, by telephone or telegram. The extent
to which this will be necessary depends entirely on how promptly
proxies are received, and shareholders are urged to send their
proxies without delay. In addition, the Company may make
arrangements with brokers, nominees, fiduciaries and other
custodians to reimburse them for their charges and expenses in
forwarding proxy materials to the beneficial owners of the
Company's stock. Management has no knowledge or information that
any other person will specially engage any persons to solicit
proxies.
VOTING RIGHTS AND PRINCIPAL SHAREHOLDERS
General
- -------
The close of business on August 24, 1998 has been fixed as
the record date (the "Record Date") for the determination of
shareholders of the Company entitled to notice of and to vote at
the Special Meeting and any adjournment(s) thereof. On that date
there were outstanding and entitled to be voted at the Special
Meeting 25,251,885 shares of the Company's common stock, $.01 par
value (the "Common Stock"), constituting the only class of stock
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<PAGE>
entitled to vote at the Special Meeting. Each share of Common
Stock is entitled to one vote on each matter presented to the
shareholders.
Quorum and Voting
- -----------------
In accordance with the Wyoming Business Corporations Act
("WBCA") and the Bylaws of the Company, the presence, in person
or by proxy, of the holders of a majority of the outstanding
shares of Common Stock entitled to vote is necessary to
constitute a quorum to transact business at the meeting.
Abstentions (and broker nonvotes) are counted for purposes of
determining the presence or absence of a quorum for the
transaction of business. Abstentions are counted in tabulations
of the votes cast on proposals presented to the shareholders,
whereas broker nonvotes are not counted for purposes of
determining whether a proposal has been approved. Assuming the
presence of a quorum, the affirmative vote of the holders on the
Record Date of a majority of the outstanding shares of Common
Stock, represented in person or by proxy, at the Special Meeting
is necessary for the approval of the Proposed Amendments approve
or ratify each of the other proposals to be presented at the
Special Meeting. If a quorum is not present or represented at
the meeting, the shareholders entitled to vote thereat, present
in person or represented by proxy, have the power to adjourn the
meeting from time to time, without notice other than the
announcement at the meeting, until a quorum is present or
represented. At any such adjournment meeting at which a quorum
is present or represented, any business may be transacted at the
meeting as originally notified.
Security Ownership of Management
- --------------------------------
The following table shows as of the Record Date the number
of shares beneficially owned by each director and each executive
officer of the Company.
Name Common Stock Percentage
--------------------- -------------- ---------------
C.J. Comu 2,798,232
John Potter 1,699,280
Scott McCleskey 929,885
Scott Pollock 89,818
Douglas Keane 158,503
Ronald Adamo 105,669
------------ -----------
Total of Management 5,780,782 23%
Clear Air Partnership 4,196,261 17%
C-2
<PAGE>
PROPOSAL NO. 1
ITEM 1 ON PROXY
APPROVAL AND ADOPTION OF AN AMENDMENT
OF THE COMPANY'S CERTIFICATE
OF INCORPORATION TO EFFECT A
REVERSE STOCK SPLIT
At the Special Meeting, the shareholders will vote upon a
proposal to approve and adopt an amendment (the "Proposed
Amendment") to the Company's Articles of Incorporation to effect
a 1-for-5 reverse stock split (the "Reverse Stock Split") in
which each share of issued Common Stock of the Company, $0.01 par
value per share, whether issued and outstanding or held in
treasury, will be reclassified and changed into one-fifth (1/5)
of a share of new Common Stock, $0.05 par value per share, of the
Company. A copy of the proposed Amendments to the Company's
Articles of Incorporation are attached as APPENDIX A hereto which
is incorporated herein by this reference.
GENERAL. The Board of Directors of Company has approved and
recommends that the shareholders adopt the Proposed Amendment to
effect the Reverse Stock Split. If the shareholders approve the
Proposed Amendment, it will be filed with the Secretary of State
of the State of Wyoming on such date as may be selected by the
Company's Board of Directors, and will become effective on the
date of such filing (the "Split Effective Date"). On the Split
Effective Date, shareholders of the Company who own five or more
shares on such date will be deemed to own one new share for every
five shares previously owned, and a fractional new share interest
equivalent to one-fifth of a new share for each additional share
owned less than a multiple of five shares. Shareholders owning
less than five shares on the Split Effective Date will be deemed
to own a fractional new share interest consisting of one-five new
share for each share owned immediately prior to the Split
Effective Date. Pursuant to the terms of the Reverse Stock
Split, each fractional share to be received by a shareholder
following the Split Effective Date will be exchanged by the
Company for one whole share of Company Common Stock.
Consequently, on the Split Effective Date, each fractional share
will be "rounded up" to the nearest whole share so that each
shareholder owning an equity interest in the Company prior to the
Split Effective Date will continue to own at least one share of
Common Stock following the Split Effective Date. No cash
payments will be made in lieu of fractional shares.
As a result of the Reverse Stock Split, the par value of the
Company's Common Stock would be increased from $0.01 per share to
$0.05 per share and the number of shares authorized under the
Articles of Incorporation will remain at 50 million. As a
result, there will be no change to the "Common Stock" account on
the Company's balance sheet as of May 31, 1997 other than the
reduction in issued and outstanding shares from 25,251,885 to
5,050,377 shares (subject to adjustment for the "rounding up" of
fractional shares).
Although the Company's Board of Directors believes that the
Proposed Amendment to effect the Reverse Stock Split is
advisable, the Proposed Amendment may be abandoned by the Board
of Directors at any time before, during or after the Special
Meeting and prior to the Split Effective Date, without further
action by the Shareholders of the Company.
Shareholders of the Company will have no dissenters' or
appraisal rights under Wyoming law or under the Company's
Certificate of Incorporation or Bylaws in connection with the
Reverse Stock Split.
REASONS FOR THE PROPOSED AMENDMENT TO EFFECT THE REVERSE
STOCK SPLIT. The Board of Directors is of the opinion that the
Proposed Amendment to effect the Reverse Stock Split is advisable
and in the best interests of the Company and its shareholders.
The Board of Directors of the Company believes that the
relatively low market price of the Common Stock may impair the
acceptability of the Common Stock to members of the investing
public. Although the number of shares outstanding should not
affect either the marketability of the Common Stock, the type of
investor who acquires it, or a Company's reputation in the
financial community, certain investors view low-priced stocks as
unattractive and certain brokerage firms, as a matter of policy,
will not extend margin credit on stocks trading at low prices.
Further, many brokerage firms are reluctant to recommend lower-
priced stocks to their clients or to hold them in their own
portfolios, and a variety of brokerage firm policies and
practices discourage individual brokers within those firms from
C-3
<PAGE>
dealing in low-priced stocks because of the time-consuming
procedures that make the handling of low-priced stocks
economically unattractive.
Since the broker's commissions on low-priced stocks
generally represent a higher percentage of the stock price than
commissions on higher priced stocks, the current share price of
the Common Stock can result in individual Shareholders paying
transaction costs (commissions, markups or markdowns) that are a
higher percentage of their total share value than would be the
case if the share price was substantially higher. This factor is
also believed to limit the willingness of institutions to
purchase the Common Stock at its current relatively low market
price. If approved, the Reverse Stock Split will result in some
Shareholders owning "odd-lots" of less than 100 shares of Common
Stock. Brokerage commissions and other costs of transactions in
odd-lots may be higher, particularly on a per-share basis, than
the cost of transactions in lots of 100 shares or more.
In addition, the Board of Directors believes that the
decrease in the number of shares of Common Stock outstanding as a
consequence of the proposed Reverse Stock Split and the resulting
anticipated increased price level will encourage greater interest
in the Common Stock by the financial community and the investing
public and possibly promote greater liquidity for the Company's
Shareholders, although it is possible that such liquidity could
be affected adversely by the reduced number of shares outstanding
after the Reverse Stock Split. Although any increase in the
market price of the new Common Stock resulting from the Reverse
Stock Split may be proportionately less than the decrease in the
number of shares outstanding, the proposed Reverse Stock Split
could result in a market price for the shares that would be high
enough to overcome the reluctance, policies and practices of
brokerage firms and investors referred to above and to diminish
the adverse impact of correspondingly higher trading commissions
for the shares.
There can be no assurance, however, that the foregoing hoped-
for effects will occur following the Reverse Stock Split, that
the market price of the new Common Stock immediately after
implementation the proposed Reverse Stock Split will be
maintained for any period of time, that such market price will
approximate three times the market price before the proposed
Reverse Stock Split, or that such market price will exceed or
remain in excess of the current market price.
Approval of the Proposed Amendment to effect the Reverse
Stock Split itself will not affect any Shareholder's percentage
ownership interest in the Company or proportional voting power,
except for minor differences resulting from the rounding of any
fractional shares up to the nearest whole share. The shares of
Common Stock which would be issued in connection with the Reverse
Stock Split will be fully paid and non-assessable. The voting
rights and other privileges of the holders of Common Stock will
not be affected substantially by adoption of the Proposed
Amendment to effect the Reverse Stock Split or the subsequent
implementation thereof. If for any reason the Board of Directors
deems it advisable to do so, the Proposed Amendment to effect the
Reverse Stock Split may be abandoned by the Board of Directors at
any time before, during or after the Special Meeting and prior to
the Split Effective Date, without further action by the
Shareholders of the Company.
Federal Income Tax Consequences. The Company has not sought
and will not seek an opinion of counsel or a ruling from the
Internal Revenue Service regarding the federal income tax
consequences of the Reverse Stock Split. The Company, however,
believes that because the Reverse Stock Split is not part of a
plan to periodically increase a shareholder's proportionate
interest in the assets or earnings and profits of the Company,
the Reverse Stock Split will have the following federal income
tax effects.
1. A shareholder will not recognize gain or loss
on the exchange other than to the extent of any cash
received in lieu of fractional shares. In the
aggregate, the shareholder's basis in the new shares
will equal his basis in the shares held before the
exchange.
2. A shareholders' holding period for the new
shares will be the same as the holding period of the
old shares exchanged therefor.
C-4
<PAGE>
3. The Reverse Stock Split will constitute a
reorganization within the meaning of Section
368(a)(1)(E) of the Code and the Company will not
recognize any gain or loss as a result of the Reverse
Stock Split.
EXCHANGE OF CERTIFICATES; FRACTIONAL SHARE INTEREST. On the
Split Effective Date, each certificate representing existing
shares of Common Stock will automatically be deemed for all
purposes to evidence ownership of the appropriate reduced number
of new shares of Common Stock and/or the right to receive one
whole share of Common Stock for any fractional new share interest
without any action by the shareholder thereof. As soon as
practicable after the Split Effective Date, shareholders will be
notified and requested to surrender their certificates for their
existing shares with instructions as to how to receive new
certificates. No certificates should be surrendered until such
notice is received. Certificates for existing shares will be
exchanged for certificates representing new shares and any cash
to which transmitting Shareholders are entitled after the Reverse
Stock Split. Interwest Transfer Company, the Company's transfer
agent, will act as the exchange agent for the shareholders in
effecting the exchange of their certificates.
PROPOSAL 2
ITEM 2 ON PROXY
APPROVAL AND ADOPTION OF AN AMENDMENT
OF THE COMPANY'S CERTIFICATE
OF INCORPORATION TO EFFECT A NAME
CHANGE TO "AIRTECH INTERNATIONAL GROUP, INC."
The Company proposes to change its name to "Airtech
International Group, Inc." A copy of the Proposed Amendments to
the Company's Articles of Incorporation is attached to this Proxy
Statement as Appendix A and is incorporated herein by reference.
The Board of Directors is of the opinion that a name change is in
the best interest of the Company and its shareholders. The Board
of Directors believes that the name change will better reflect
the nature of the Company's business and, together with the
Reverse Split, enhance the projected new image for the Company.
Shareholder approval of this proposal is required under the
WBCA. Approval of the amendment and restatement of the Company's
Articles of Incorporation (the "Proposed Amendment"). Proxies
will be voted for or against such approval in accordance with
specifications marked thereon and, if no specification is made,
will be voted FOR such approval. If the Shareholders do not
approve this proposal, then the Articles of Incorporation will
remain the same.
THE BOARD OF DIRECTORS BELIEVES THAT THE AMENDMENTS AND
RESTATEMENT OF THE COMPANY'S ARTICLES OF INCORPORATION IS
ADVISABLE AND IN THE BEST INTERESTS OF THE COMPANY AND ITS
SHAREHOLDERS AND TO EFFECT THE REVERSE STOCK SPLIT AND NAME
CHANGE. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT ITS
SHAREHOLDERS VOTE "FOR" APPROVAL OF THE AMENDMENTS TO THE
COMPANY'S ARTICLES OF INCORPORATION.
By Order of the Board of Directors
/s/ C.J. Comu
C.J. Comu, Chairman of the Board
C-5
<PAGE>
INTERACTIVE TECHNOLOGIES CORPORATION
15400 Knoll Trail, Suite 106
Dallas, Texas 75248
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints C.J. Comu and John Potter
and each or any of them, as Proxies, each with the power to
appoint his substitute, and hereby authorizes each of them to
represent and vote, as designated below, all of the shares of the
Common Stock of Interactive Technologies Corporation (the
"Company") held of record by the undersigned at the close of
business on August 24, 1998, at the Special Meeting of
Stockholders to be held on October 5, 1998, or any adjournment(s)
thereof.
1. PROPOSAL TO APPROVE AND ADOPT THE PROPOSED AMENDMENT TO
THE COMPANY'S ARTICLES OF INCORPORATION TO EFFECT THE REVERSE
STOCK SPLIT AND INCREASE THE PAR VALUE OF EACH SHARE OF COMMON
STOCK TO $.05.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. PROPOSAL TO APPROVE AND ADOPT THE PROPOSED AMENDMENT TO
THE COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE
COMPANY TO AIRTECH INTERNATIONAL GROUP, INC.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
(Please complete and sign on other side)
P-1
<PAGE>
(Please complete and sign on other side)
Please execute this proxy as your name appears hereon. When
shares are held by joint tenants, both should sign. When signing
as attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full
corporate name by the president or other authorized officer. If
a partnership, please sign in partnership name by authorized
persons. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY
USING THE ENCLOSED ENVELOPE.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder(s). IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED "FOR" THE APPROVAL
AND ADOPTION OF THE PROPOSED AMENDMENTS UNDER PROPOSALS 1 AND 2
AND IN THE DISCRETION OF THE PROXY WITH RESPECT TO ANY OTHER
MATTER THAT IS PROPERLY PRESENTED AT THE MEETING.
DATED:_______________________, 1998
___________________________________
Signature
___________________________________
Signature If Held Jointly
P-2
<PAGE>
Secretary of State
State of Wyoming
The Capital
Cheyenne, Wyoming 82002-0020
ARTICLE OF AMENDMENT
(By Shareholders)
1. The name of the corporation is Interactive Technologies
Corporation, Inc.
2. Article One is amended as follows: "The name of the
Corporation is Airtech International Group, Inc."
3. Article Four is amended to change the par value per
share of Common Stock from $0.01 to $0.05, in accordance with and
as a result of a one for five reverse split of Common Stock,
adopted by the Shareholders on October 5, 1998.
4. The Amendments were adopted on October 5, 1998 by a vote
of the Shareholders.
5. The designation, number of outstanding shares, number
of votes entitled to be cast by each voting group entitled to
vote separately on the Amendment were: 25,251,885 and the number
of votes of each voting group indisputably represented at the
meeting were _________.
6. The number of votes cast for the Amendments by each
voting group entitled to vote on the Amendments were sufficient
by approval by that voting group.
DATED _____________________
___________________________________
C.J. Comu, Chairman of the Board of
Directors
