<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant / /
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 Section240.14a-12
AIRTECH INTERNATIONAL GROUP
-----------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
-----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/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:
----------------------------------------------------------
</TABLE>
<PAGE>
AIRTECH INTERNATIONAL GROUP, INC.
15400 KNOLL TRAIL
SUITE 200
DALLAS, TEXAS 75248
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 24, 2000
------------------------
To the Stockholders of
AIRTECH INTERNATIONAL GROUP, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Airtech
International Group, Inc., a Wyoming corporation, will be held in the Classroom
of the Homewood Suites Hotel at 4451 Beltline Road, Dallas, Texas 75248 on
Friday, November 24, 2000 at 9:00 A.M., Dallas time, for the following purposes:
1. To elect five (5) directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected; and
2. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
THE BOARD OF DIRECTORS HAS FIXED THE CLOSE OF BUSINESS ON OCTOBER 26, 2000,
AS THE RECORD DATE FOR THE DETERMINATION OF STOCKHOLDERS ENTITLED TO NOTICE OF,
AND TO VOTE AT, THE ANNUAL MEETING AND ANY ADJOURNMENTS THEREOF. IF YOU DO NOT
EXPECT TO BE PRESENT AT THE MEETING, BUT WISH YOUR SHARES TO BE VOTED, PLEASE
COMPLETE, DATE, AND SIGN THE ACCOMPANYING PROXY CARD AND RETURN IT IN THE
POSTAGE-PAID, ENCLOSED ENVELOPE, IN ORDER THAT YOUR SHARES OF COMMON STOCK MAY
BE REPRESENTED AT THE ANNUAL MEETING.
By Order of the Board of Directors
James R. Halter
Chief Financial Officer
<PAGE>
AIRTECH INTERNATIONAL GROUP, INC.
15400 KNOLL TRAIL
SUITE 200
DALLAS, TEXAS 75248
------------------------
PROXY STATEMENT
---------------------
This Proxy Statement and accompanying Proxy Card are being furnished by the
Board of Directors of Airtech International Group, Inc., a Wyoming corporation
(the "Corporation"), in connection with the solicitation of proxies for use at
the Annual Meeting of Stockholders to be held in the Classroom of the Homewood
Suites Hotel, 4451 Beltline Road, Addison, Texas 75248, on Friday, November 24,
2000 at 9:00 A.M., Dallas time, and at any adjournments thereof (the "Annual
Meeting"). This Proxy Statement, with the accompanying Proxy Card, is first
being mailed to holders of the Corporation's Common Stock, $0.05par value (the
"Common Stock"), on or about November 2, 2000.
The purpose and business of the meeting is:
1. To elect five (5) directors to serve until the next Annual Meeting of
Stockholders and until their successors are elected; and
2. To transact such other business as may properly come before the Annual
Meeting and any adjournments thereof.
Only stockholders of record of the Common Stock at the close of business on
October 26, 2000, will be entitled to vote at the Annual Meeting. As of the
close of business on such date, there were outstanding and entitled to vote
22,470,944 shares of Common Stock. Each share of Common Stock is entitled to one
vote. The presence, in person or by proxy, of the holders of a majority of the
votes represented by the outstanding shares of Common Stock entitled to vote at
the Annual Meeting is necessary to constitute a quorum for the conduct of
business at the Annual Meeting. Shares held by persons who abstain from voting
on a proposal will be counted in determining whether a quorum is present, but
will not be counted as voting either for or against such proposal. If a broker
indicates on the proxy that it does not have discretionary authority as to
certain shares to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter. Assuming
the presence of a quorum, the affirmative vote of the holders of a plurality of
the shares voting at the meeting is necessary for the election of directors.
Where a specific designation is given in the Proxy with respect to the vote
on the directors, the Proxy will be voted in accordance with such designation.
If no such designation is made, the Proxy will be voted FOR the nominees for
directors named in this Proxy Statement. Any stockholder giving a Proxy may
revoke it at any time before it is voted at the Annual Meeting by delivering to
the Secretary of the Corporation a written notice of revocation or duly executed
Proxy bearing a later date or by appearing at the Annual Meeting and revoking
his or her Proxy and voting in person.
ELECTION OF DIRECTORS
Five directors are to be elected at the Annual Meeting to serve until the
next Annual Meeting of Stockholders and until their respective successors are
elected. Except where authority to vote for directors has been withheld, it is
intended that the proxies received pursuant to this solicitation will be voted
FOR the nominees named. If for any reason any such nominee is not available for
election, such proxies will be voted in favor of the remaining named nominees
and may be voted for substitute nominees in place of
1
<PAGE>
those who are not candidates. Management, however, has no reason to expect that
any of the nominees will be unavailable for election. All nominees have agreed
to serve if elected.
The Bylaws of the Corporation provide that the Board of Directors shall
consist of not less than one and no more than five members and that vacancies on
the Board of Directors and newly-created directorships may be filled by a
majority vote of the entire Board of Directors at any meeting. To be elected a
director, each nominee must receive a plurality of all votes cast at the meeting
for the election of directors.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF
THE NOMINEES NAMED IN THIS PROXY STATEMENT.
Except for James R. Halter, all nominees for director have served as
directors since the last annual meeting of stockholders held on November 26,
1999. Mr. Halter has served as the Chief Financial Officer and General Counsel
of the Corporation since October 1999. The following information has been
furnished to the Corporation by the nominees for director:
NOMINEES FOR DIRECTOR
C J COMU. Mr. Comu has served as our CEO, chairman and a director since May
1998. Mr. Comu was a co-founder, CEO and chairman of Airtech International
Corporation, our wholly-owned subsidiary, since its formation in 1995. In
January 1994, Mr. Comu co-founded Transworld Leasing Corporation with Mr. John
Potter, also a director and executive officer, which provided financing and
marketing expertise to the medical, computer and corporate sector prior to the
formation of Airtech International Corporation.
JAMES R. HALTER. Mr. Halter has served as our chief financial officer and
general counsel since October, 1999. Mr. Halter earned a Masters in Business
Administration from the State University of New York at Buffalo in 1977, and a
Juris Doctorate from Case Western Reserve University in 1999. Mr. Halter has
been a Certified Public Accountant since 1975. From January 1990 to October
1999, Mr. Halter owned his own tax and business consulting practice.
Concurrently, from September 1996 to January 1999, Mr. Halter attended and
received his juris doctor degree from Case Western Reserve University School of
Law in Cleveland, Ohio.
R. JOHN HARRIS. Mr. Harris has served as our president since October 30,
2000 and as a director since November 1999. Prior to his appointment as
president, Mr. Harris served as our Chief Operating Officer from February 2000
to October 30, 2000. Mr. Harris served as Chief Administrative Officer of
Integrated Concepts, Inc. from June 1998 to October 1999 and as Chief Executive
Officer of PreventCo Inc. from June 1996 to May 1998. Mr. Harris also served as
Vice President and Medical Director of Airtech International Corporation from
May 1994 to May 1996. Prior to 1994, Mr. Harris spent twenty years in various
senior management capacities, and as an international consultant, in the field
of acute medical/ surgical hospital administration for leading hospital
management companies such as Hospital Corporation of America and Hospital
Management Professionals. Mr. Harris holds a Bachelors of Science degree from
Oregon State University and a Masters of Hospital Administration from the
University of Alabama.
DR. ANDREW WELCH, M.D. Dr. Welch has served as a director since
November 1999. From 1979 to the present, Dr. Welch has practiced orthopedic
surgery for the Southwest Orthopedic and Sports Medicine Clinic located in Las
Vegas, Nevada of which he is the president and owner.
ROBERT GALVAN. Mr. Galvan has served as a director since November 1999.
Since November 1999, Mr. Galvan has also served as the Associate Dean of the
University of North Texas Health Science College, Fort Worth, Texas. From
November 1998 to November 1999, Mr. Galvan served as the Director of Health for
the City of Fort Worth, Texas. Mr. Galvan also served as the Director of Health
and Community Development for the City of Plano, Texas from 1992 to October
1998.
2
<PAGE>
OPERATION OF BOARD OF DIRECTORS AND COMMITTEES
The Corporation does not have a nominating committee. Nominations for
directors and officers are considered by the entire Board of Directors. The
Corporation does not have an Audit, Executive or Compensation Committee. During
fiscal year 2000, there were twelve (12) meetings of the Board of Directors. All
directors attended at least seventy-five percent (75%) of all meetings of the
Board of Directors.
COMPENSATION OF DIRECTORS
Directors receive no cash compensation for their services as directors. The
policy of the Corporation is to reimburse non-employee directors for expenses
actually incurred in connection with attending meetings of the Board of
Directors. Directors and executive officers are also eligible for stock and
option grants under the Corporation's option plans as determined at the
discretion of the Board of Directors.
3
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth the cash and other compensation the
Corporation paid during the last three fiscal years to our chief executive
officer, president and other individuals who served as executive officers and
whose total compensation was $100,000 or more.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
AWARDS
ANNUAL COMPENSATION -------------------------
-------------------------------------- RESTRICTED SECURITIES
FISCAL OTHER ANNUAL STOCK UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION(1) AWARDS($) OPTIONS(#)
--------------------------- -------- -------- -------- ---------------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
C J Comu, CEO, Chairman.................... 2000 $41,195 $0 $ 0 $ 83,825(2) 250,000
1999 0 0 46,875 424,334(3) 150,000
1998(4) 0 0 0 0 0
John Potter, President..................... 2000 40,986 0 0 13,425(5) 250,000
1999 0 0 46,875 424,334(6) 150,000
1998(4) 0 0 0 0 0
Darrell R. Jolley, CFO..................... 1999 0 0 58,333 12,500(7) 45,000
Doug S. Keane, President of Airsopure, 2000 24,173 0 0 116,452(8) 0
Inc...................................... 1999 0 0 77,500 12,500(9) 100,000
1998 0 0 62,917 0 0
R. John Harris, COO........................ 2000 27,917 0 0 21,875(10) 0
James R. Halter, CFO and General Counsel... 2000 18,227 0 0 46,527(11) 0
</TABLE>
------------------------------
(1) See terms of employment agreements for Mr. Comu and Mr. Potter under the
section titled "Employment Agreements."
(2) Mr. Comu received 249,986 shares of restricted common stock as additional
compensation. The fair market value of the shares was $83,825 in the
aggregate on the five dates of grant. All of these shares were fully vested
on the dates of grant and are not entitled to dividends. As of May 31, 2000,
Mr. Comu owned 1,368,864 shares of our restricted common stock with a market
value of $1,753,789.
(3) Mr. Comu received 791,667 shares of restricted common stock for deferred
wages of $250,000 per year for the period from June 1, 1997 through
December 31, 1998. The fair market value of the shares was $395,834 on the
date of grant, January 31, 1999. He also received 150,000 shares of common
stock as additional compensation. The fair market value of the shares was
$28,500 on the date of grant, December 31, 1998. All of these shares were
fully vested on the date of grant and are not entitled to dividends.
(4) Disclosure is made of named executive officers of our subsidiary, Airtech
International Corporation, for fiscal year 1998 for positions substantially
similar to positions held in employment by us for fiscal years 1999 and
2000.
(5) Mr. Potter received 250,464 shares of restricted common stock as additional
compensation. The fair market value of the shares was $79,028 in the
aggregate on the five dates of grant. All of these shares were fully vested
on the dates of grant and are not entitled to dividends. As of May 31, 2000,
Mr. Potter owned 1,213,881 shares of our restricted common stock with a
market value of $1,555,224.
(6) Mr. Potter received 791,667 shares of restricted common stock for deferred
wages of $250,000 for the period from June 1, 1997 through December 31,
1998. The fair market value of the shares was $395,834 on the date of grant,
January 31, 1999. He also received 150,000 shares of common stock as
additional compensation. The fair market value of the shares was $28,500 on
the date of grant, December 31, 1998. All of these shares were fully vested
on the date of grant and are not entitled to dividends.
(7) Mr. Jolley received 25,000 shares of common stock as additional
compensation. The fair market value of the shares was $12,500 on the date of
grant, June 16, 1999. Effective September 1999, Mr. Jolley was no longer
employed by us.
(8) Mr. Keane received 100,000 shares of restricted common stock as additional
compensation. The fair market value of the shares was $75,000 on the date of
grant, May 1, 2000. Mr. Keane also received 154,259 shares of restricted
common stock as additional compensation. The fair market value of the shares
was $41,452 in the aggregate on the five dates of grant.
(9) Mr. Keane received 25,000 shares of common stock as additional compensation.
The fair market value of the shares was $12,500 at the date of grant,
June 16, 1999. Effective November 1999, Mr. Keane was no longer employed by
us.
4
<PAGE>
(10) Mr. Harris received 100,000 shares of restricted common stock as additional
compensation. The fair market value of the shares was $21,875 on the date of
grant, December 15, 1999. All of these shares were fully vested on the date
of grant and are not entitled to dividends. As of May 31, 2000, Mr. Harris
owned 100,000 shares of our restricted common stock with a fair market value
of $128,120.
(11) Mr. Halter received 100,000 shares of restricted common stock as additional
compensation. The fair market value of the shares was $23,440 on the date of
grant, December 8, 1999. Mr. Halter also received 35,183 shares of
restricted common stock as additional compensation. The fair market value of
the shares was $23,087 on the date of grant, January 6, 2000. All of the
shares issued to Mr. Halter were fully vested and are not entitled to
dividends. As of May 31, 2000, Mr. Halter owned 135,193 shares of our
restricted common stock with a fair market value of $173,209.
OPTION GRANTS IN 2000
The following table lists those persons in the previous table who were
granted options to purchase shares of the Corporation's common stock during
fiscal year 2000.
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO MARKET PRICE
OPTIONS/SARS EMPLOYEES IN EXERCISE PRICE ON DATE OF
NAME GRANTED FISCAL YEAR ($/SHARE) GRANT EXPIRATION DATE
--------------------- ------------ ------------ -------------- ------------ -----------------
<S> <C> <C> <C> <C> <C>
C J Comu........... 250,000 50% $0.25 $0.44 December 17, 2004
John Potter........ 250,000 50% $0.25 $0.44 December 17, 2004
</TABLE>
2000 YEAR-END OPTION VALUES
Set forth in the following table is information, with respect to each named
executive officer, as to:
- the number of shares acquired during fiscal year 2000 upon each exercise
of options granted to each individual;
- the aggregate value realized upon each exercise which is the difference
between the market value of the shares at exercise and their exercise
price;
- the total number of unexercised options held on May 31, 2000, separately
identified between those exercisable and those not exercisable; and
- the aggregate value of in-the-money, unexercised options held on May 31,
2000, separately identified between those exercisable and those not
exercisable.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED IN-THE-
SHARES UNDERLYING UNEXERCISED MONEY OPTIONS AT FISCAL
ACQUIRED ON VALUE OPTIONS AT FISCAL YEAR-END YEAR-END EXERCISABLE/
NAME EXERCISE RECEIVED EXERCISABLE/UNEXERCISABLE UNEXERCISABLE(1)
------------------------- ----------- -------- -------------------------- ----------------------------
<S> <C> <C> <C> <C>
C J Comu................. -0- -0- 400,000/0 $374,980/$0
John Potter.............. -0- -0- 400,000/0 $374,980/$0
</TABLE>
(1) The value is calculated based upon the aggregate amount of the excess of
$1.2182 over the relevant exercise prices.
EMPLOYMENT AGREEMENTS
The Corporation has ten (10) year employment contracts with C J Comu and
John Potter for annual compensation of $250,000 each, terminating May 31, 2008.
Under the terms of these contracts and agreements between our board of
directors, Mr. Comu and Mr. Potter, these contracts are funded on a cash basis
at such time as we are in a financial position to pay the salaries under these
contracts. Unpaid compensation under these contracts, dating from June 1, 1997
through December 31, 1998, was paid to Mr. Comu and Mr. Potter effective January
31, 1999 through the issuance to each of them of 791,667 shares of our
restricted common stock. Effective January 15, 1999, Mr. Comu and Mr. Potter
began
5
<PAGE>
receiving cash compensation under the agreements at an annual rate of $125,000
each when cash was available. The remainder of the amounts due each officer
under their contracts will be converted to our restricted common stock during
fiscal year 2000. Effective June 1, 1999, Mr. Comu and Mr. Potter have further
agreed with our Board of Directors to reduce compensation to $125,000.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Section 16(a) of the Exchange Act requires our officers and directors, and
persons who own more than 10% of a registered class of our equity securities, to
file reports of ownership and change in ownership with the SEC. Our officers,
directors and greater than 10% stockholders are required by SEC regulations to
furnish the Corporation with copies of all Section 16(a) forms they file. Except
as noted below, and based solely on a review of the copies of Section
16(a) forms received by the Corporation, the Corporation believes that from June
1, 1999 through May 31, 2000, all filing requirements applicable to our
officers, directors and greater than 10% stockholders were timely met, excluding
Messrs. CJ Comu and John Potter.
Mr. Comu, our chief executive officer and director, and Mr. Potter, our
president and director, each filed a Statement of Changes in Beneficial
Ownership on Form 4 four days after the required filing date. The due date for
the forms was March 10, 2000 and the forms were filed by Mssrs. Comu and Potter
on March 14, 2000.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of July 31, 2000, certain information
concerning the beneficial ownership of each class of our voting stock held by:
- each beneficial owner of 5% or more of our voting stock, based on reports
filed with the SEC and certain other information;
- each of our directors;
- each of our executive officers; and
- all of our executive officers and directors as a group.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP OF OWNERSHIP OF COMMON
NAME AND ADDRESS(1) COMMON STOCK(2) STOCK OWNERSHIP(3)
------------------- ----------------------- -------------------
<S> <C> <C>
C J Comu...................... 1,768,864(4) 8.22%
John Potter................... 1,613,881(5) 7.50%
Robert Galvan................. 100,000 *
James R. Halter............... 135,193 *
Dr. Andrew Welch, M.D......... 243,382(6) 1.14%
R. John Harris................ 100,000 *
Officers and Directors as a
Group (6 persons)........... 3,958,320(7) 18.06%
</TABLE>
* Less than 1%
(1) The address of each director, officer and principal stockholder is c/o
Airtech International Group, Inc., 15400 Knoll Trail, Suite 200, Dallas, TX
75248.
(2) Unless otherwise indicated, we believe that all persons named in the table
have sole voting and investment power with respect to all shares of common
stock beneficially owned by them. A person is deemed to be the beneficial
owner of securities which may be acquired by such person within 60 days from
the date on which beneficial ownership is to be determined upon the exercise
of options, warrants or convertible securities.
6
<PAGE>
(3) Each beneficial owner's percentage ownership is determined by assuming that
stock options and warrants that are held by that person (but not those held
by any other person) and which are exercisable within 60 days from the date
on which beneficial ownership is to be determined have been exercised.
(4) Represents 1,368,864 shares of common stock owned directly. Also represents
150,000 shares owned pursuant to warrants to purchase shares of common stock
at $0.50 per share and 250,000 shares owned pursuant to options to purchase
shares of common stock at $0.25 per share, all of which are exercisable
within 60 days. Does not include 211,340 shares of common stock owned by
Mr. Comu's relatives, Sevim Comu and Cem Comu, of which Mr. Comu disclaims
beneficial ownership.
(5) Represents 1,213,881 shares of common stock owned directly. Also represents
150,000 shares owned pursuant to warrants to purchase shares of common stock
at $0.50 per share and 250,000 shares owned pursuant to options to purchase
shares of common stock at $0.25 per share, all of which are exercisable
within 60 days. Does not include 432,492 shares of common stock owned by Mr.
Potter's relatives, Susan Potter and John Garth Potter, of which Mr. Potter
disclaims beneficial ownership.
(6) Represents 100,000 shares of common stock owned directly and 140,382 shares
owned by the Welch Family Partnership, L.P. of which Mr. Welch may be deemed
the beneficial owner.
(7) See notes 4, 5 and 6.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
During fiscal year 1999, our president advanced cash to the Corporation
totaling $100,000. As of May 31,2000, the Corporation owed $210,338 to our chief
executive officer and $216,488 to our president on advances from each officer,
including accrued interest. The Corporation has agreed to repay these advances
as cash is available or by issuing common stock of the Corporation. The
Corporation has also agreed to pay interest at 15% per annum on the outstanding
balances. During fiscal year 2000, the Corporation paid our chief executive
officer and our president $15,000 each representing accrued interest on the
outstanding balances.
Dr. Andrew Welch, M.D., one of our directors, is the managing partner of
Aircare, LLC, a franchisee of our wholly-owned subsidiary, Airsopure, Inc., for
Las Vegas, Nevada. For the fiscal year ended May 31, 2000, Aircare, LLC
purchased from the Corporation, for cash, $91,793 of our air purification
products at the wholesale price available to our other distributors.
The Corporation believes that the terms of the above described transactions
are fair and similar to or better than the terms the Corporation could have
obtained from arms length negotiations with third parties.
RELATIONSHIP WITH INDEPENDENT AUDITORS
Representatives of Turner, Stone & Company, the independent accounting firm
that audited the consolidated financial statements of the Corporation for the
fiscal year ended May 31, 2000, are expected to be available at the Annual
Meeting with the opportunity to make a statement if they desire to do so and to
answer questions. The Board of Directors has selected the firm of Turner, Stone
& Company as the Corporation's independent accountants for the year ending May
31, 2001.
STOCKHOLDER PROPOSALS
Any stockholder proposal to be presented for action at the next meeting of
stockholders pursuant to the provisions of Rule 14a-8, under the Securities
Exchange Act of 1934, must be received at the Corporation's principal executive
offices no later than July 26, 2001 for inclusion in the proxy statement and
form of proxy relating to the 2001 Annual Meeting.
7
<PAGE>
MISCELLANEOUS
The Board of Directors knows of no other matters which are likely to come
before the Annual Meeting. If any other matters should properly come before the
Annual Meeting, it is the intention of the persons named in the accompanying
form of Proxy to vote on such matters in accordance with their best judgment.
The solicitation of proxies is made on behalf of the Board of Directors of
the Corporation, and the cost thereof will be borne by the Corporation. The
Corporation will also reimburse brokerage firms and nominees for their expenses
in forwarding proxy material to beneficial owners of the Common Stock of the
Corporation. In addition, officers and employees of the Corporation (none of
whom will receive any compensation therefore in addition to their regular
compensation) may solicit proxies. The solicitation will be made by mail and, in
addition, may be made by facsimile transmission, telexes, personal interviews,
or telephone.
ANNUAL AND QUARTERLY REPORT
The Corporation's Annual Report to Stockholders for the fiscal year ended
May 31, 2000, which contains our audited financial statements for fiscal year
2000, and the Corporation's Quarterly Report on Form 10-QSB for the quarter
ended August 31, 2000, are being sent to each stockholder. The Corporation will
provide, without charge, a copy of the Corporation's Annual Report on
Form 10-KSB for fiscal year 2000, including any exhibits, upon written request,
directed to: Airtech International Group, Inc., 15400 Knoll Trail, Suite 200,
Dallas, Texas 75248 Attention: James R. Halter, Chief Financial Officer.
PLEASE SIGN, DATE AND MAIL PROMPTLY THE ENCLOSED PROXY CARD
By Order of the Board of Directors
James R. Halter
Chief Financial Officer
DATED: November 2, 2000
Dallas, Texas
8
<PAGE>
PROXY AIRTECH INTERNATIONAL GROUP, INC. PROXY
15400 KNOLL TRAIL
SUITE 200
DALLAS, TEXAS 75248
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF AIRTECH
INTERNATIONAL GROUP, INC.
The undersigned hereby appoints R. John Harris and James R. Halter as
Proxies, each with the power to appoint their substitute, and hereby appoints
and authorizes either of them to represent and vote as designated below, all the
shares of Common Stock, $0.05 par value, of Airtech International Group, Inc.
(the "Company") held of record by the undersigned on October 26, 2000, at the
annual meeting of shareholders to be held on Friday, November 24, 2000, or any
adjournment thereof.
1. To elect five directors to the Board of Directors of the Company.
FOR all nominees listed below / / WITHHOLD AUTHORITY / /
(to vote for all nominees below)
(except as marked to the contrary below)
CJ Comu, James R. Halter, R. John Harris, Dr. Andrew Welch, M.D., and Robert
Galvan
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below).
----------------------------------------------------------------------------
2. To transact such other business as may properly come before the meeting or
any adjournment thereof.
(continued and to be signed on other side)
<PAGE>
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL
BE VOTED FOR PROPOSALS 1 AND 2.
<TABLE>
<S> <C>
Number of Shares: Please sign exactly as name appears below.
------------------------ When shares are held by joint tenants, both
should
sign. When signing as attorney, as executor,
administrator, trustee or guardian, please
give full title as such. If a corporation,
please sign in full corporate name by
president or other authorized officer. If a
partnership, please sign in partnership name
by authorized person.
Please Print Name: Date: , 2000
------------------------------------------------------
------------------------------------------------------ ---------------------------------------------
Signature
---------------------------------------------
Signature if held jointly
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY
PROMPTLY USING THE ENCLOSED ENVELOPE.
</TABLE>
