SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN 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 [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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AIRTECH INTERNATIONAL GROUP, INC.
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(Name of Registrant as Specified in its Charter)
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(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)(l) 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:
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Airtech International Group, Inc.
15400 Knoll Trail, Suite 106, Dallas, TX 75248
Tel: 972.960.9400 Fax: 972.960.9395
October 26, 1999
Dear Airtech Shareholder:
You are cordially invited to attend the annual meeting of Shareholders
(the "Annual Meeting") of Airtech International Group, a Wyoming Corporation
(the "Company"), which will be held on Friday November 26, 1999, at 8:00 a.m.,
local time, at the Sumner Suites Hotel, 5229 Spring Valley Road, Dallas, Texas
75240. Tel: 972-716-2001.
At this Meeting, you will be asked to consider and vote upon and
approve the Company's Proposal (the "Proposal") to elect a new Board of
Directors.
The Proposal is more completely described in the accompanying Proxy
Statement.
The affirmative vote of the holders of a majority of the quorum present
in person or by proxy and the majority of the quorum shall vote for the
proposal. Abstentions and broker non-votes will have no effect on the approval
of this Proposal.
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 NEW BOARD OF DIRECTORS.
If 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; 15400 Knoll Trail, Suite 106, Dallas,
Texas 75248, telephone (972) 960-9400, facsimile (972) 960-9395 or
www.airtechgroup.com.
Very truly yours,
/s/ C.J. Comu
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C.J. Comu
Chairman of the Board
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Airtech International Group, Inc.
15400 Knoll Trail, Suite 106, Dallas, Texas 75248
Tel: 972.960.9400 Fax: 972.960.9395
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, NOVEMBER 26, 1999
To the Shareholders of Airtech International Group, Inc.
Notice is hereby given that an Annual Meeting of Shareholders (the "Annual
Meeting") of Airtech International Group, Inc., a Wyoming Corporation (the
"Company"), will be held at the Sumner Suites Hotel, 5229 Spring Valley Road,
Dallas, Texas 75240 on Friday, November 26, 1999 at 8:00 a.m. local time, for
the purpose of considering and voting upon the following:
1. Proposal to elect a new Board of Directors.
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 October 15, 1999
as the record date for the determination of shareholders entitled to notice
of, and to vote at, the Annual Meeting. The affirmative vote of the holders
of a majority of the quorum present in person or by proxy and the majority
of the quorum of the Company's Common Stock entitled to vote at the "Annual
Meeting" is necessary to approve the new Board of Directors.
YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING PROXY STATEMENT.
Whether or not you expect to attend the Annual Meeting in person, your
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
Annual Meeting by following the procedures set forth in the Proxy
Statement.
PLEASE MARK, DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT IN VIA FAX
972.960.9395 OR MAIL. YOUR PROMPT RESPONSE IS APPRECIATED.
By Order of the Board of Directors
/s/ C.J. Comu
-----------------------
C.J. Comu
Chairman of the Board
Dallas, Texas
October 26, 1999
<PAGE>
PROXY STATEMENT
For
AIRTECH INTERNATIONAL GROUP, INC.
15400 Knoll Trail, Suite 106, Dallas, Texas 75248
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON NOVEMBER 26, 1999
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 Airtech International Group, Inc., a Wyoming Corporation (the
"Company"), to be used at an Annual Meeting of its shareholders to approve and
to select a new Board of Directors of the Company.
The proxies solicited hereby for the Annual Meeting may be revoked, subject to
the procedures described herein, at any time up to and including the date of the
Annual Meeting.
The Proxy Statement and the accompanying appendices and Proxy Card are first
being mailed to the Shareholders of Airtech International Group, Inc. on October
26, 1999
This date is this Proxy Statement is October 26, 1999
<PAGE>
TABLE OF CONTENTS
SOLICITATION AND REVOCATION OF PROXIES.................................. 1
VOTING RIGHTS AND PRINCIPAL SHAREHOLDERS................................ 1
QUORUM AND VOTING....................................................... 2
SECURITY OWNERSHIP OF PRINCIPAL SHAREHOLDERS & MNGT..................... 2
PROPOSAL NO. 1 ITEM ON PROXY:
APPROVAL OF A NEW BOARD OF DIRECTORS.
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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 Airtech
International Group, a Wyoming Corporation (the "Company"), for use at its
Annual Meeting of Shareholders of the Company (the "Annual Meeting") to be held
at the time and place and for the purposes set forth in the accompanying Notice
of Annual 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 my 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 Annual 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 names
in the proxy at the Annual Meeting: FOR the approval of the new Board of
Directors. If any other matters properly come before the Annual 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 Annual
Meeting. Mere attendance at the Annual 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 Annual 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.
The extent necessary in order to assure sufficient representation at the Annual
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 October 15, 1999 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
Annual Meeting 15,893,719 shares of the Company's common stock, $.05 par value
(the "Common Stock"), constituting the only class of stock entitled to vote at
the Special Meeting. Each share of Common Stock is entitled to one vote on each
matter presented to the shareholders.
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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 in necessary
to constitute a quorum to transact business at the meeting. Abstentions (and
broker non-votes) 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 non-votes 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 many 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
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C.J. Comu 1,428,444 8.99%
John Potter 1,325,985 8.34%
Douglas Keane 256,703 1.62%
R. John Harris 237,000 1.49%
Andrew Welch 231,826 1.46%
<PAGE>
PROPOSAL 1
ITEM 1 ON PROXY
APPROVAL OF THE COMPANY'S
BOARD OF DIRECTORS
AIRTECH INTERNATIONAL GROUP, INC.
The Company proposes to elect the following Directors. Attached to this
Proxy Statement as Appendix A and is incorporated herein by reference The Board
of Directors believes that the new Board will better reflect the nature of the
Company's business and, enhance the projected image for the Company.
o C.J. Comu
o John Potter
o R. John Harris
o Robert Galvan
o Andrew Welch, MD
Shareholder approval of this proposal is required under the WBCA. Approval
of the Company's Articles of Incorporation (the "Proposal "). 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 accept the nominee's.
<PAGE>
AIRTECH INTERNATIONAL GROUP, INC.
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 Airtech International Group, Inc., (the "Company")
held of record by the undersigned at the close of business on October 15, 1999
at the Annual Meeting of Stockholders to be held on November 26, 1999, or any
adjournment(s) thereof.
1. PROPOSAL TO APPROVE AND TO ELECT THE NEW BOARD OF DIRECTORS.
o C.J. Comu
o John Potter
o R. John Harris
o Robert Galvan
o Andrew Welch, MD
[_] FOR [_] AGAINST [_] ABSTAIN
(Please complete and sign on other side)
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PROXY
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(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. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY VIA FAX OR MAIL.
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 PROPOSAL
1 AND IN THE DISCRETION OF THE PROXY WITH RESPECT TO ANY OTHER MATTER THAT IS
PROPERLY PRESENTED AT THE MEETING.
DATED:______________________________________, 1999
__________________________________________________
Print Name
__________________________________________________
Address
__________________________________________________
Telephone Number
__________________________________________________
Signature
__________________________________________________
Signature If Held Jointly
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PROXY
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