SCHEDULE 14 INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[ ] Definitive Information Statement
ASYST CORPORATION
(Name of Registrant as Specified in its Charter)
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(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: N/A.
[ ] 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 number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: $0.
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Contact Persons: Leonard W. Burningham, Esq.
Branden T. Burningham, Esq.
Bradley C. Burningham, Esq.
Suite 205, 455 East 500 South Street
Salt Lake City, Utah 84111
Tel: 801-363-7411; Fax: 801-355-7126
ASYST CORPORATION
6170 South 380 West, #150
Murray, Utah 84107
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to our stockholders
(Asyst Corporation, a Utah corporation [the "Company," "Asyst," "we", "our" or
"us" or words or similar import]), regarding amendments to our Articles of
Incorporation that will allow our Board of Directors to change our name and
effect a re-capitalization by forward or reverse split without shareholder
approval; and that will allow our stockholders to take action by written
consent of less than all of the stockholders.
These amendments have been unanimously adopted by our Board of
Directors, and Michael Vardakis, our Secretary-Treasurer, has tentatively
agreed to vote in favor of these amendments at the special meeting of our
stockholders set for December 5, 2003, as outlined in the Notice of Special
Meeting of Stockholder attached hereto as Appendix A. Mr. Vardakis owns
295,644 shares or approximately 65.8% of our outstanding voting securities.
No other votes are required or necessary to adopt these amendments, if he
votes in favor thereof, and none are being solicited hereunder. See the
caption "Amendment to the Articles of Incorporation and Vote Required for
Approval," herein.
These amendments to our Articles of Incorporation are as follows:
APPROXIMATE DATE OF MAILING: November 24, 2003.
ARTICLE XIII
RE-CAPITALIZATIONS AFFECTING OUTSTANDING SECURITIES
The Board of Directors, without the consent of shareholders, may
adopt any re-capitalization affecting the outstanding securities of the
Corporation by effecting a forward or reverse split of all of the outstanding
securities of the Corporation, with appropriate adjustments to the
Corporation's capital accounts, provided that the re-capitalization does not
require any change in the Articles of Incorporation of the Corporation.
ARTICLE XIV
AUTHORITY OF THE BOARD OF DIRECTORS TO CHANGE CORPORATE NAME
The Board of Directors shall have the right to change the name of
the Corporation without shareholder approval to a name that reflects the
industry or business in which the Corporation's business operations are
conducted or to a name that will promote or conform to any principal product,
technology or other asset of the Corporation that the Board of Directors, in
its sole discretion, deems appropriate.
Article XV
STOCKHOLDER ACTION WITHOUT MEETING
Any action which may be taken at any annual or special meeting of
stockholders may be taken without a meeting and without prior notice, if one
or more consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding shares having not less than the minimum
number of votes that would be necessary to authorize or take the action at a
meeting at which all shares entitled to vote thereon were entitled to be
present and to vote.
These are the only matters covered by this Information Statement.
REASONS FOR AMENDMENTS
With the exception of the following, our Articles of Incorporation
remain substantially unchanged:
Board of Director Authority to Effect Re-Capitalizations in the Form of
Forward and Reverse Splits of our Outstanding Securities.
- ---------------------------------------------------------
Our Board of Directors believes that with the present volatility in
the trading prices of many low priced securities like ours in today's
securities markets, that the power to effect re-capitalizations that can deal
with these issues in a fast and efficient manner is necessary. Also, if
shareholder approval is not required of such actions, the time, cost and
expense associated with a re-capitalization can be substantially eliminated.
Authority of the Board of Directors to Change our Company's Name.
- -----------------------------------------------------------------
We do not have any present name change in mind, but with the present
limited business operations of our Company, it is possible that we may change
our focus or direction; it is believed that such a provision in our Articles
of Incorporation will save additional time and expense in the future, in such
event.
Stockholder Action Without a Meeting.
- -------------------------------------
The new Article XV regarding taking action without a meeting by
stockholders is very important to us. Until 1992, Utah Law required that any
action taken by stockholders without a meeting must have been approved by all
of the stockholders of any class entitled to vote at the meeting unless the
Articles of Incorporation provided otherwise. In 1992, Utah Law was amended
to allow this action by any corporation formed after the adoption of these
amendments, and any corporation formed prior to these amendments if the
proposal was submitted to a vote of the corporation's stockholders. This
provision of Utah Law is not believed to be conducive to conducting the
business of a publicly-held company like our Company. With the proposed
amended Article XV provision, we could solicit a limited number of consents
(less than 10) for a particular action requiring a vote of our stockholders to
ensure its adoption without going to the expense of a proxy statement, and
then advise the stockholders of the approval and effective date of the action
in an information statement filed with the Securities and Exchange Commission
and then mailed to our stockholders.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable to the amendments to our
Articles of Incorporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the proposed amendments to our Articles of Incorporation which
is not shared by all other stockholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
- ------------------
The securities that would have been entitled to vote if a meeting
was required to have been held regarding these amendments to our Articles of
Incorporation consist of shares of our common stock. Each share of our common
stock is entitled to one vote. The number of outstanding shares of our common
stock at the close of business on November 24, 2003, the record date for
determining our stockholders who would have been entitled to notice of and to
vote on the amendments to our Articles of Incorporation, was 449,132.
Security Ownership of Principal Holders and Management.
- -------------------------------------------------------
The following table sets forth certain information as of November
24, 2003, regarding current beneficial ownership of the shares of our common
stock by (i) each person known by us to own more than 5% of the outstanding
shares of our common stock, (ii) each of our executive officers and directors,
and (iii) all of our executive officers and directors as a group. Except as
noted, each person has sole voting and sole investment or dispositive power
with respect to the shares owned. The information presented is based upon
1,608,422 outstanding shares of common stock.
Name Positions Held Shares Owned %
- ---- -------------- ------------ ---
Bob Hall President & -0-
5435 Dunbarton Dr Director
Salt Lake City, UT 84117
Michael Vardakis Secretary, 295,644 65.8%
234 7th Ave. Treasurer &
Salt Lake City, UT 84103 Director
Matthew C. Lords Director -0-
2002 South Laurelhurst Dr.
Salt Lake City, Utah 84108
Terry S. Pantelakis Stockholder 44,000 9.7%
3000 Connor #31
Salt Lake City, Utah 84109
Angelo Vardakis Stockholder 44,000 9.7%
626 E. 1300 South
Salt Lake City, Utah 84105
Totals: 383,644 85.2%
AMENDMENTS TO THE ARTICLES OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
Utah Law.
- -----------
Section 16-10a-1003 of the Utah Revised Business Corporation Act
provides that every amendment to the Articles of Incorporation of a
corporation shall first be adopted by the resolution of the Board of Directors
and then be subject to the approval of persons owning a majority of the
securities entitled to vote on any such amendment.
Resolutions to effect these amendments were unanimously adopted by
our Board of Directors, and Michael Vardakis, our Secretary-Treasurer, has
tentatively agreed to vote in favor of these amendments at the special meeting
of our stockholders set for December 5, 2003, as outlined in the Notice of
Special Meeting of Stockholder attached hereto as Appendix A. Mr. Vardakis
owns 295,644 shares or approximately 65.8% of our outstanding voting
securities. No other votes are required or necessary to adopt these
amendments, if he votes in favor thereof, and none are being solicited
hereunder.
BY ORDER OF THE BOARD OF DIRECTORS
November 24, 2003 Bob Hall
APPENDIX A
ASYST CORPORATION.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD December 5, 2003
TO ALL STOCKHOLDERS:
NOTICE is hereby given that a special meeting of the stockholders of
Asyst Corporation, a Utah corporation (the "Company"), will be held at 6170
South 380 West, #150, Murray, Utah, 84107 on December 5, 2003, at 11:00 a .m.
Mountain Daylight Time, (hereinafter, the "Meeting").
The Meeting will be held for the following purposes:
1. To amend the Articles of Incorporation of our Company as
follows:
(i) The Board of Directors, without the consent of shareholders,
may adopt any re-capitalization affecting the outstanding securities of the
Corporation by effecting a forward or reverse split of all of the outstanding
securities of the Corporation, with appropriate adjustments to the
Corporation's capital accounts, provided that the re-capitalization does not
require any change in the Articles of Incorporation of the Corporation.
(ii) The Board of Directors shall have the right to change the
name of the Corporation without shareholder approval to a name that reflects
the industry or business in which the Corporation's business operations are
conducted or to a name that will promote or conform to any principal product,
technology or other asset of the Corporation that the Board of Directors, in
its sole discretion, deems appropriate.
(iii) Any action which may be taken at any annual or special
meeting of stockholders may be taken without a meeting and without prior
notice, if one or more consents in writing, setting forth the action so taken,
shall be signed by the holders of outstanding shares having not less than the
minimum number of votes that would be necessary to authorize or take the
action at a meeting at which all shares entitled to vote thereon were entitled
to be present and to vote.
2. 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 November 24,
2003, are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
No Proxies are being solicited.
Resolutions to effect these amendments were unanimously adopted by
our Board of Directors, and Michael Vardakis, our Secretary-Treasurer, has
tentatively agreed to vote in favor of these amendments at the special meeting
of our stockholders set for December 5, 2003, as outlined in the Notice of
Special Meeting of Stockholder attached hereto as Appendix A. Mr. Vardakis
owns 295,644 shares or approximately 65.8% of our outstanding voting
securities. No other votes or consents are required or necessary to effect
the amendments, assuming all of the Majority Stockholders vote in favor of
these amendments.
By Order of the Board of Directors
Bob Hall
President
November 24, 2003
Salt Lake City, Utah