SCHEDULE 14A INFORMATION
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:
[ ] 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 Section 240.14a-11(c) or Section
240.14a-12
PROCESS TECHNOLOGY SYSTEMS, INC.
(Name of Registrant as Specified in its Charter)
N/A
(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: N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(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: N/A
(4) Proposed maximum aggregate value of transaction: N/A
(5) Total fee paid: $0.
[ ] 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: $0.
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
PROCESS TECHNOLOGY SYSTEMS, INC.
6371 Richmond, #200
Houston, Texas 77057
(713) 266-8005
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished to the stockholders in connection with
the solicitation of proxies by the Board of Directors of Process Technology
Systems, Inc., a Nevada corporation (the "Company" or "Process"), to be voted
at the special meeting of stockholders of the Company (the "Meeting"). The
Meeting is to be held at the offices of Michael J. Morrison, Esq., 1495
Ridgeview Drive, Suite 220, Reno, Nevada, 89509 on Friday, April 27, 2001, at
11:00 o'clock a.m., Pacific Daylight Time. The accompanying Notice of Special
Meeting of Stockholders, this Proxy Statement and the enclosed Form of Proxy
are first being mailed to stockholders on or about April 16, 2001.
The Company's Board of Directors has unanimously resolved to adopt the
following resolutions, which will also be submitted to the Company's
stockholders at the Meeting:
1. To effect a reverse split of its outstanding preferred
stock on a basis of one for 50, while retaining
the current authorized preferred stock capital of
12,500,000 and par value of $0.25, with appropriate
adjustments in the capital accounts of the Company;
2. To effect a reverse split of its outstanding common
stock on a basis of one for 50, while retaining
the current par value of $0.002, with appropriate
adjustments in the capital accounts of the Company;
3. To increase the authorized capital from 25,000,000 shares
of common stock to 50,000,000 shares of common stock,
while retaining the 12,500,000 authorized preferred stock.
4. To authorize the Board of Directors to change the name of
the Company to conform with the business or industry that
the Board of Directors determines to engage in or conforms
with the name or names of any properties or businesses
acquired by the Company.
APPROXIMATE MAILING DATE APRIL 16, 2001
The cost of preparing, printing and mailing each of these documents and
of the solicitation of proxies by the Company will be borne by the Company.
Solicitation will be made by mail. The Company will request brokers,
custodians, nominees and other like parties to forward copies of proxy
materials to beneficial owners of the Company's $0.001 par value common stock
and will reimburse such parties for their related reasonable and customary
charges or expenses. The estimated expense of this solicitation is
approximately $2,500.
THE BOARD OF DIRECTORS RECOMMEND A VOTE IN FAVOR OF THE
AFOREMENTIONED PROPOSALS.
OUTSTANDING SHARES, VOTING AND PROXIES
Record Date and Outstanding Shares.
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The Board of Directors has fixed April 16, 2001, as the record date for
the determination of holders of common stock entitled to notice of and to vote
at the Meeting. The preferred stock is non-voting. At the close of business
on that date, there were 14,290,240 shares of common stock outstanding and
entitled to vote. Holders of common stock will be entitled to one vote per
share held and are not entitled to cumulative voting regarding any proposal
being submitted at the Meeting.
Proxies and Revocability of Proxies.
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The enclosed Proxy is being solicited by the Board of Directors for use
at the Meeting and any adjournments thereof and will not be voted at any other
meeting. All proxies that are properly executed, received by the Company
prior to or at the Meeting and not properly revoked will be voted at the
Meeting or any adjournment thereof in accordance with the instructions given
therein.
Any Proxy given pursuant to this solicitation may be revoked by the
person giving it at any time before it is voted. Proxies may be revoked by
(i) filing with the President of the Company, at or before the taking of the
vote at the Meeting, a written notice of revocation bearing a later date than
the date of the Proxy; (ii) duly executing a subsequent Proxy relating to the
same shares and delivering it to the President of the Company before the
Meeting; or (iii) attending the Meeting and voting in person (although
attendance at the Meeting will not in and of itself constitute a revocation of
a Proxy). Any written notice revoking a Proxy should be sent to Process
Technology Systems, Inc., 6371 Richmond Ave., Suite #200, Houston, Texas
77057, Attention: William A. Silvey, Jr., President, or hand delivered to the
President, at or before the taking of the vote at the Meeting.
Quorum and Voting.
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The presence in person or by proxy of a majority of the total number of
outstanding shares of common stock entitled to vote at the Meeting is required
to constitute a quorum for the purpose of effecting a reverse split of the
outstanding preferred stock as provided herein, effecting a reverse split of
the common stock as provided herein, to increase the Company's authorized
common stock capital and to grant authority to the Company's Board of
Directors to change the Company's name to conform with the name or names of
any company acquired by or any industry that the Board of Directors determines
that the Company should engage in. Abstentions and broker non-votes will be
considered represented at the Meeting for the purpose of determining a quorum.
The shares represented by each Proxy will be voted in accordance with the
instructions given therein. Where no instructions are indicated, the
Proxy will be voted in favor of all matters to be voted upon as set forth in
the Proxy and, at the discretion of the persons named in the Proxy, on any
other business that may properly come before the Meeting. Management knows of
no other matter that is anticipated to be presented to the Meeting.
Under applicable law, if a quorum of the class of common stock is present
at the Meeting, the plurality of votes cast in favor of a proposal shall be
sufficient to adopt, ratify and approve a Proposal; however, to effect the
amendments to the Articles of Incorporation of the Company, including the
reverse splits, the increase in authorized capital of the common stock and the
authority to change the Company's name, a vote in person or by proxy of
stockholders owning a majority of the shares entitled to vote at the Meeting
is required.
William A. Silvey, Jr., the Company's President, W. Scott Thompson, the
Company's Secretary, and Leonard W. Burningham, Esq., the Company's legal
counsel, collectively own 7,230,000 shares or 50.6% of the presently
outstanding common voting securities of the Company, and intend to vote in
favor of all Proposals. No other votes are required or necessary to approve
these Proposals.
DISSENTERS' RIGHTS OF APPRAISAL
The Nevada Revised Statutes do not provide for dissenters' rights with
respect to the Proposals being presented at the Meeting.
PROPOSAL 1 - AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE A
ONE FOR FIFTY REVERSE SPLIT OF THE OUTSTANDING PREFERRED STOCK.
The Company's Board of Directors has voted to authorize a one for fifty
reverse split of the outstanding preferred stock of the Company while
retaining the current authorized preferred stock capital of 12,500,000 and par
value of $0.25, with appropriate adjustments in its capital accounts.
The primary reason for this reverse split is to adopt a structure that
would allow the Company to more effectively raise funds and or acquire
existing operating businesses based upon its current capital structure, assets
and liabilities. Management recommends a vote in favor of this Proposal.
PROPOSAL 2 - AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE A
ONE FOR FIFTY REVERSE SPLIT OF THE OUTSTANDING COMMON STOCK.
The Company's Board of Directors has voted to authorize a one for fifty
reverse split of the outstanding common stock of the Company, while retaining
the par value of $0.002, with appropriate adjustments in its capital accounts.
The primary reason for this reverse split is also to adopt a structure
that would allow the Company to more effectively raise funds and or acquire
existing operating business, based upon its current capital structure, assets
and liabilities. Management recommends a vote in favor of this Proposal.
PROPOSAL 3- TO INCREASE THE AUTHORIZED CAPITAL FROM 25,000,000 SHARES OF
COMMON STOCK TO 50,000,000 SHARES OF COMMON STOCK, WHILE RETAINING THE
12,500,000 AUTHORIZED PREFERRED STOCK.
Management believes this capitalization will give the Company greater
flexibility. Management recommends a vote in favor of this Proposal.
PROPOSAL 4- AUTHORIZE THE BOARD OF DIRECTORS TO FILE AN AMENDMENT TO THE
COMPANY'S ARTICLES OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO A
NAME THAT CONFORMS WITH THE BUSINESS OR INDUSTRY THAT THE BOARD OF DIRECTORS
DETERMINES TO ENGAGE IN OR CONFORMS WITH THE NAME OR NAMES OF ANY PROPERTIES
OR BUSINESSES ACQUIRED BY THE COMPANY.
The principal purpose of this Proposal is to save the cost and expense of
another proxy solicitation once the Company determines what business or
industry in which it intends to conduct business operations, by private or
public financing or by acquisition. Management also recommends a vote in
favor of this Proposal.
INTEREST OF MANAGEMENT IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee to become a director, or any
associate of any of the foregoing persons, has any substantial interest,
direct or indirect, by security holdings or otherwise, in the matters to be
submitted to a vote of the stockholders at the Meeting, which is not shared by
all other stockholders, pro rata, and in accordance with their respective
interests in the Company.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The following table sets forth the share holdings of management and those
persons who own more than five percent of the Company's Common Stock:
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
Santa Cruz Trust 1,000,000 7.0%
7250 Wynwood
Houston, Texas 77008
Clarence J. Von Drehle 2,885,000 20.2%
7250 Wynwood
Houston, Texas 77008
Joseph L. Schweppe(1) 1,089,000(1) 7.6%
7250 Dumfries Dr.
Houston, Texas 77008
William A. Silvey, Jr.(2) 2,863,000(2) 20.0%
5227 Cripple Creek Court
Houston, Texas 77017
W. Scott Thompson(3) 2,938,000(3) 20.6%
6371 Richmond, #200
Houston, Texas 77057
Leonard W. Burningham, Esq 1,429,000 10.0%
455 East 500 South,
Suite 205
Salt Lake City, Utah
84111
TOTALS: 12,192,000 85.4%
(1) 12,000 of these shares are held of record in the name of Villa
J. Schweppe.
(2) 4,000 of these shares are held of record in the name of
the Silvey Children's Trust, and 1,000 shares are owned by
Tracy Silvey, a daughter of William A, Silvey, Jr.
(3) 250,000 of these shares are held of record in the name of
the Thompson Family Trust, and 5,000 shares are owned by
W.L. Thompson, Jr., W. Scott Thompson's son.
Messrs. Silvey, Thompson and Burningham collectively own 7,230,000 shares
or 50.6% of the presently outstanding common voting securities of the Company,
and intend to vote in favor of all Proposals. No other votes are required or
necessary to approve these Proposals.
Changes in Control.
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There has been no change in control of Process since the beginning of its
current fiscal year, December 1, 2001; however, Process is presently involved
in negotiations to acquire all of the issued and outstanding shares of a third
party provider of medical services in Canada in consideration of the exchange
of "restricted securities" in an amount that would involve a change in control
if the acquisition presently being discussed were completed. There is a non-
binding Letter of Intent outlining this acquisition, but there are numerous
conditions to be satisfied before any such transaction could be finalized.
Accordingly, there can be no assurance that these negotiations will result in
the execution of a definitive agreement or any change in control. The Board
of Directors will use its good faith and business judgement in determining
whether to complete this acquisition.
VOTE REQUIRED FOR APPROVAL
A majority of the outstanding common voting securities of the Company
constitutes a quorum for the transaction of business at any Meeting. Under
applicable law, if a quorum is present at the Meeting, the plurality of votes
cast in favor of the Proposals shall be sufficient to adopt, ratify and
approve the Proposals; however, to effect an amendment to the Articles of
Incorporation of the Company, a vote in person or by proxy of stockholders
owning a majority of the shares entitled to vote at the Meeting is required.
OTHER MATTERS
The Board of Directors of the Company is not aware of any business other
than the aforementioned Proposals that will be presented for consideration at
the Meeting. If other matters properly come before the Meeting, it is the
intention of the person or persons named in the enclosed Proxy to vote thereon
in accordance with his/their best judgment.
By Order of the Board of Directors
April 16, 2001 William A. Silvey, Jr.
Houston, Texas Director and President
APPENDIX "A"
PROXY
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF
PROCESS TECHNOLOGY SYSTEMS, INC.
TO BE HELD FRIDAY, APRIL 27, 2001
By completing and returning this Proxy to Process Technology Systems,
Inc. (the "Company"), you will be designating William A. Silvey, Jr., the
President of the Company, to vote all of your shares of the Company's Common
Stock as indicated below, or you may insert the name of any other person here:
- ------------------------------------------------------------------------------
Please complete this Proxy by clearly marking the appropriate column(s),
filling out the stockholder information and dating below, and return to the
Company in the enclosed self-addressed, envelope.
Matters of business are as follows:
PROPOSAL 1 - AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE A ONE
FOR FIFTY REVERSE SPLIT OF THE OUTSTANDING PREFERRED STOCK.
YES NO ABSTAIN
____ ____ ____
PROPOSAL 2 - AMEND THE COMPANY'S ARTICLES OF INCORPORATION TO AUTHORIZE A ONE
FOR FIFTY FORWARD SPLIT OF THE OUTSTANDING COMMON STOCK.
YES NO ABSTAIN
____ ____ ____
PROPOSAL 3- TO INCREASE THE AUTHORIZED CAPITAL FROM 25,000,000 SHARES OF
COMMON STOCK TO 50,000,000 SHARES OF COMMON STOCK, WHILE RETAINING THE
12,500,000 AUTHORIZED PREFERRED STOCK.
YES NO ABSTAIN
____ ____ ____
PROPOSAL 4 - AUTHORIZE THE BOARD OF DIRECTORS TO AMEND THE COMPANY'S ARTICLES
OF INCORPORATION TO CHANGE THE NAME OF THE COMPANY TO A NAME THAT CONFORMS
WITH THE BUSINESS OR INDUSTRY THAT THE BOARD OF DIRECTORS DETERMINES TO ENGAGE
IN OR CONFORMS WITH THE NAME OR NAMES OF ANY PROPERTY OR BUSINESS ACQUIRED BY
THE COMPANY.
YES NO ABSTAIN
____ ____ ____
The undersigned hereby acknowledges receipt of the Company's Definitive
Proxy Statement dated April 16, 2001, and expressly revokes any and all
proxies heretofore given or executed by the undersigned with respect to the
shares of Common Stock represented in this Proxy. Please sign exactly as your
name appears on your stock certificate(s). Joint owners should both sign. If
signing in a representative capacity, give full titles and attach proof of
authority unless already on file with the Company.
Dated: ____________, 2001 _________________________________
Name of stockholder (Please print
legibly)
Number of shares: ____________ _________________________________
Signature
This Proxy is being solicited by, and the above-referenced Proposals are
being proposed by, the Board of Directors of the Company. The Proposals to be
voted on are not related to or conditioned on the approval of any other
matter. You may revoke this Proxy at any time prior to the vote thereon.
As of April 16, 2001, which is the record date for determining the
stockholders who are entitled to notice of and to vote at the Meeting, the
Board of Directors of the Company is not aware of any other matters to be
presented at the Meeting. If no direction is indicated on a Proxy that is
executed and returned to the Company, it will be voted "FOR" the Proposals set
forth above. Unless indicated below, by completing and returning this Proxy,
the stockholder grants to Mr. Silvey the discretion to vote in accordance with
his best judgment on any other matters that may be presented at the Meeting.
____ Withhold discretion to vote on any other matter presented at
the Meeting.
APPENDIX B
PROCESS TECHNOLOGY SYSTEMS, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 27, 2001
TO ALL STOCKHOLDERS:
NOTICE is hereby given that a special meeting of the stockholders of
Process Technology Systems, Inc., a Nevada corporation (the "Company"), will
be held at the office of Michael J. Morrison, Esq., 1495 Ridgeview Drive,
Suite 220, Reno, Nevada, 89509, on Friday, April 27, 2001, at 11:00 a .m.
Pacific Daylight Time, (hereinafter, the "Meeting").
The Meeting will be held for the following purposes
1. To amend the Company's Articles of Incorporation to effect a
reverse split of its outstanding preferred stock on a basis of one for fifty,
while retaining the current authorized preferred stock capital of 12,500,000
and par value of $0.25, with appropriate adjustments in the capital accounts
of the Company;
2. To amend the Company's Articles of Incorporation to effect a
reverse split of its outstanding common securities on a basis of one for
fifty, while retaining the current par value of $0.002, with appropriate
adjustments in the capital accounts of the Company;
3. To increase the authorized capital from 25,000,000 shares of
common stock to 50,000,000 shares of common stock, while retaining the
12,500,000 authorized preferred stock.
4. To authorize the Board of Directors to amend the Company's
Articles of Incorporation to change its name to conform with the business or
industry that the Board of Directors determines to engage in or conforms with
the name or names of any properties or businesses acquired by the Company.
5. To transact any other business that may properly come before the
Meeting.
As of the date of this Notice, the Board of Directors of the Company is
not aware of any other business to come before the Meeting.
Only stockholders of record at the close of business on April 16, 2001,
are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
Please complete, sign and date the enclosed Proxy and return it promptly
in the enclosed envelope. If you attend the Meeting, you may revoke the Proxy
and vote personally on all matters brought before the Meeting.
Messrs. Silvey, Thompson and Burningham collectively own 7,230,000
shares or 50.6% of the presently outstanding common voting securities of the
Company, and intend to vote in favor of all Proposals. No other votes are
required or necessary to approve these Proposals.
By Order of the Board of Directors
William A. Silvey, Jr.
President and Director
April 16, 2001
Salt Lake City, Utah