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-12
ASYST CORPORATION
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) 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: 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.
(2) Form, Schedule or Registration Statement No.: N/A
(3) Filing Party: N/A
(4) Date Filed: N/A
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
PROXY STATEMENT
INTRODUCTION
This Proxy 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 increase our capitalization; allow our Board of
Directors to change our name and effect re-capitalizations by forward or
reverse splits without shareholder approval; and that will allow our
stockholders to take action by written consent of less than all of our
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 9, 2003, as outlined in the Notice of Special
Meeting of Stockholders 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. See the caption "Amendment to the Articles of
Incorporation and Vote Required for Approval," herein.
APPROXIMATE DATE OF MAILING: November 29, 2003.
These amendments to our Articles of Incorporation are as follows:
ARTICLE IV
AUTHORIZED SHARES
Paragraph A of Article IV shall be amended as follows: The
aggregate number of shares that the Corporation shall be authorized to issue
is 50,000,000 shares of non-assessable common stock having a par value of
$.001 (One-Tenth of One Cent), with each issued share carrying one vote on all
matters submitted for shareholder approval. The remainder of Article IV shall
remain unchanged.
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 Proxy Statement.
REASONS FOR AMENDMENTS
With the exception of the following, our Articles of Incorporation
remain substantially unchanged:
AUTHORIZED SHARES.
- ------------------
Our Board of Directors believes that the increase in our authorized
capital from 10,000,000 shares of $0.001 par value common stock to 50,000,000
shares of $0.001 par value common stock will provide us with greater
flexibility that will allow us to issue up to an additional 40,000,000 shares
of common stock. There are no current arrangements with our Company that
would result in the issuance of the additional authorized shares; however we
are presently and constantly looking for acquisitions that would be beneficial
to us, and the planned change in our capitalization may be important to any
discussions in this respect.
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. This action
can presently be taken under Utah law without the consent of our stockholders,
but it ordinarily requires an opinion of counsel. With this amendment, the
time, cost and expense associated with a re-capitalization of this type can be
substantially reduced.
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.
REVOCABILITY OF PROXY
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 our 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 our Company before the
Meeting; or (iii) by 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 Asyst
Corporation, 6170 South 380 West, #150, Murray, Utah 84107, Attention: Bob
Hall, President, or hand delivered to the President, at or before the taking
of the vote at the Meeting.
DISSENTERS' RIGHT OF APPRAISAL
There are no dissenters' rights applicable to the amendments to our
Articles of Incorporation.
PERSONS MAKING THE SOLICITATION
The enclosed Proxy is being solicited by our 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 our
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. The cost of preparing, printing and mailing the proxy
soliciting materials and the solicitation of proxies by our Company will be
borne by our Company. Solicitation will be made by mail. We will request
brokers, custodians, nominees and other like parties to forward copies of
proxy soliciting materials to beneficial owners of our Company's $0.01 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.
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 29, 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
29, 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%
* Our Board of Directors has adopted resolutions under Utah law
to effect a three for one forward split of our outstanding
securities that will take effect on December 10, 2003.
Stockholder approval of this action was not required under
Utah law. The forward split will have no effect on the
percentages of ownership of our securities set forth in this
table; however, effective on December 10, 2003, these share
ownership number will be multiplied by three.
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 9, 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.
BY ORDER OF THE BOARD OF DIRECTORS
November 29, 2003 Bob Hall
President
APPENDIX A
ASYST CORPORATION.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 9, 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 9, 2003, at 11:00 a .m.
Mountain Standard 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) Paragraph A of Article IV shall be amended as follows: The
aggregate number of shares that the Corporation shall be authorized to issue
is 50,000,000 shares of non-assessable common stock having a par value of
$.001 (One-Tenth of One Cent), with each issued share carrying one vote on all
matters submitted for shareholder approval. The remainder of Article IV shall
remain unchanged.
(ii) 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.
(iii) 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.
(iv) 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 29,
2003, are entitled to notice of and to vote at the Meeting or any adjournment
thereof.
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 9, 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 he votes in favor of these amendments.
By Order of the Board of Directors
Bob Hall
President
November 29, 2003
Salt Lake City, Utah
APPENDIX "B"
PROXY
FOR THE SPECIAL MEETING OF STOCKHOLDERS OF
ASYST CORPORATION
TO BE HELD TUESDAY, DECEMBER 9, 2003
By completing and returning this Proxy to Asyst Corporation (the
"Company"), you will be designating Bob Hall, 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 the Proxy by filling out the stockholder information and
dating below, and return it to the Company in the enclosed self-addressed,
envelope.
Matters of business are as follows:
1. To adopt the amendments to the Articles of Incorporation as
follows:
(i) Paragraph A of Article IV shall be amended as follows: The
aggregate number of shares that the Corporation shall be authorized to issue
is 50,000,000 shares of non-assessable common stock having a par value of
$.001 (One-Tenth of One Cent), with each issued share carrying one vote on all
matters submitted for shareholder approval. The remainder of Article IV shall
remain unchanged.
YES NO WITHHOLD AUTHORITY
--- --- ---
(ii) 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.
YES NO WITHHOLD AUTHORITY
--- --- ---
(iii) 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.
YES NO WITHHOLD AUTHORITY
--- --- ---
(iv) 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.
YES NO WITHHOLD AUTHORITY
--- ---
2. To transact any other business that may properly come before
the Meeting.
WITHHOLD discretion to vote on any other matter presented at the Meeting.
---
The undersigned hereby acknowledges receipt of the Company's
Definitive Proxy Statement dated November 29, 2003, 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: ____________, 2003 _________________________________
Name of stockholder (Please print
legibly)
Number of shares: ____________ _________________________________
Signature
This Proxy is being solicited by, and the above-referenced vote for
the Amendments to the Articles of Incorporation are being proposed by, the
Board of Directors of the Company. The approval of the Amendments to the
Articles of Incorporation 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 November 29, 2003, 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 approval of
the Amendments to the Articles of Incorporation set forth above. Unless
indicated below, by completing and returning this Proxy, the stockholder
grants to Mr. Hall the discretion to vote in accordance with his best
judgment on any other matters that may be presented at the Meeting.
___