SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-
5(d)(2))
[X] Definitive Information Statement
PROCESS TECHNOLOGY SYSTEMS, INC.
(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
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(4) Date Filed: N/A
Contact Persons: Leonard W. Burningham, Esq.
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South Street
Salt Lake City, Utah 84111
Tel: 801-363-7411; Fax: 801-355-7126
PROCESS TECHNOLOGY SYSTEMS, INC.
6371 Richmond, Suite 200
Houston, Texas 77057
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 shareholders
(Process Technology Systems, Inc., a Nevada corporation [the "Company,"
"Process," "we", "our" or "us" or words of similar import]), regarding certain
amendments to our Articles of Incorporation and our Amended and Restated
Articles of Incorporation. The amendments increase our authorized shares;
allow the Board of Directors, without shareholder approval, to effect re-
capitalizations in the form of forward and reverse splits of our outstanding
securities, provided that any such re-capitalization does not require a
further amendment to our Articles of Incorporation; and add a provision that
summarizes the indemnification provisions of the General Corporation Law of
the State of Nevada ("Nevada Law").
Our Amended and Restated Articles of Incorporation were unanimously
adopted by our Board of Directors, who also constitute our majority
shareholders (the "Majority Shareholders"), collectively beneficially owning
1,427,591 shares of our common stock or approximately 71% of our outstanding
voting securities. No other votes were required or necessary to adopt these
amendments and the Amended and Restated Articles of Incorporation, and none
are being solicited hereunder. See the captions "Voting Securities and
Principal Holders Thereof" and "Amendments and Amended and Restated Articles
of Incorporation and Vote Required for Approval," herein.
Our Amended Articles of Incorporation will become effective on the
opening of business on June 2, 2005, or a date that is at least 21 days from
the mailing of this Information Statement to our shareholders. Our Amended
and Articles of Incorporation are the only matters covered by this Information
Statement.
APPROXIMATE DATE OF MAILING: May 13, 2005.
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The following constitutes the full text of our Amended and Restated
Articles of Incorporation:
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF
PROCESS TECHNOLOGY SYSTEMS, INC.
ARTICLE ONE
NAME: The name of the corporation is Process Technology Systems,
Inc. (the "Corporation")
ARTICLE TWO
PRINCIPAL OFFICE: The location of the principal office of this
Corporation within the State of Nevada is 502 East John Street, Room E, Carson
City, Nevada 89706. This Corporation may maintain an office or offices in
such other place within or without the State of Nevada as may be from time to
time designated by the Board of Directors or by the By-Laws of the
Corporation; and this Corporation may conduct all Corporation business of
every kind or nature, including the holding of meetings of directors or
shareholders, within or outside the State of Nevada.
ARTICLE THREE
PURPOSE: The purpose for which this Corporation is formed is to
engage in any lawful activity for which corporations may be organized under
the General Corporation Law of the State of Nevada.
ARTICLE FOUR
AUTHORIZATION OF CAPITAL STOCK: The amount of total authorized
capital stock of the Corporation shall be:
A. Two Hundred Million (200,000,000) shares of common stock with a
par value of $0.002 per share.
B. Twelve Million Five Hundred Thousand (12,500,000) shares of
preferred stock with a par value of $0.25 per share. The Board of
Directors has the right to set the series, classes, rights,
privileges and preferences of the preferred stock or any class or
series thereof, by amendment hereto, without shareholder approval.
Series A Non-Voting Preferred Stock
Series A Non-Voting Preferred Stock with the following rights,
privileges and preferences set by the Board of Directors, 291,620
shares: (i), non-voting; (ii) non-convertible; (iii) preference
to dividends if any are declared, (iv), any dividends shall be
non-cumulative; and (v), the preferred stock shall be entitled to
an annual dividend of $0.10 per share, payable quarterly,
commencing on or before 24 months from the date of issuance of
certificates therefor, in the sole discretion of the board of
directors.
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ARTICLE FIVE
DIRECTORS: The governing board of this Corporation shall be known
as directors, and the Corporation shall have no less than one director.
The number of directors may be increased or decreased in accordance
with the By-Laws of this Corporation, so long as the Corporation has no less
than one director.
ARTICLE SIX
STOCK NON-ASSESSABLE: Fully-paid stock of this Corporation shall not
be liable to further call or assessment.
ARTICLE SEVEN
TERM OF EXISTENCE: This Corporation shall have perpetual existence.
ARTICLE EIGHT
CUMULATIVE VOTING: No cumulative voting shall be permitted in the
election of directors or for any other purpose whatsoever.
ARTICLE NINE
PREEMPTIVE RIGHTS: Shareholders shall not be entitled to preemptive
rights to acquire authorized but unissued stock of this Corporation or for any
other purpose whatsoever.
ARTICLE TEN
AMENDMENTS: The Board of Directors, without the approval of the
shareholders, may amend the Articles of Incorporation to change the name of
the Corporation to any name that conforms with any business or industry that
the Board of Directors determines that the Corporation should engage in or
which conforms with the name or names of any properties, businesses or
companies acquired by the Corporation.
ARTICLE ELEVEN
RE-CAPITALIZATIONS AFFECTING OUTSTANDING SECURITIES: The Board of
Directors, without the approval of the 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 TWELVE
INDEMNIFICATION: The Corporation shall, to the fullest extent
permitted by the General Corporation Law of the State of Nevada, as the same
may be amended and supplemented from time to time, indemnify any and all
persons whom it shall have power to indemnify under said law from and against
any and all of the expenses, liabilities, or other matters referred to in or
covered by said law, and the indemnification provided for herein shall not be
deemed exclusive of any other rights to which those indemnified may be
entitled under the By-Laws or any agreement, vote of shareholders or
disinterested directors or otherwise, both as to action in his or her official
capacity and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director, officer,
employee or agent and shall inure to the benefit of the heirs, executors and
administrators of any such person.
END OF AMENDED AND RESTATED ARTICLES OF INCORPORATION
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REASONS FOR THE ADOPTION OF THE AMENDMENTS AND THE AMENDED AND RESTATED
ARTICLES OF INCORPORATION
With the exception of the following, our Articles of Incorporation remain
substantially unchanged:
Increase in Authorized Capitalization.
- --------------------------------------
Our Board of Directors believes that this new Article IV will provide
us with greater flexibility by increasing our authorized capital to allow us
to issue up to an additional 150,000,000 shares of our common stock by
increasing our authorized capital from 50,000,000 shares of $0.002 par value
common stock to 200,000,000 shares of $0.002 par value common stock, while
retaining our currently authorized 12,500,000 shares of preferred stock.
There are no current arrangements with our Company that would result in the
issuance of the additional authorized shares; however we are 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. Also, if shareholder
approval is not required of such actions, the time, cost and expense
associated with a re-capitalization can be substantially eliminated by this
Article Eleven.
Indemnification of Directors and Executive Officers.
- ----------------------------------------------------
This Article XII merely codifies the right under Nevada Law of our Board
of Directors to indemnify directors, executive officers and others from
certain liabilities for actions taken on our behalf in accordance with
Nevada Law.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable with respect to the
amendments to our Articles of Incorporation or our Amended and Restated
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 amendments or our Amended and Restated Articles of
Incorporation which is not shared by all other shareholders.
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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 and the adoption of our Amended and Restated 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 May 13, 2005, the record date for
determining our shareholders who would have been entitled to notice of and to
vote on the amendments to our Articles of Incorporation and the adoption of
our Amended and Restated Articles of Incorporation, was 2,000,000 shares.
Security Ownership of Principal Holders and Management.
- -------------------------------------------------------
The following table sets forth certain information as of May 13,
2005, 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 shown. The information presented is based upon
2,000,000 outstanding shares of our common stock.
Number of Shares Percentage
Name and Address Beneficially Owned of Class
- ---------------- ------------------ --------
William A. Silvey, Jr.(1) 674,369(1) 33.7%
5227 Cripple Creek Court
Houston, Texas 77017
W. Scott Thompson(2) 683,222(2) 34.2%
6371 Richmond, Suite 200
Houston, Texas 77057
Leonard W. Burningham, Esq.(3) 192,858(3) 9.6%
455 East 500 South, Suite 205
Salt Lake City, Utah 84111
Bud Najvar, CPA(4) 70,000(4) 3.5%
16151 Cairnway Dr.
Suite 209
Houston, Texas 77087
TOTALS: 1,620,449 81.0%
(1) 80 of these shares are held of record in the name of
the Silvey Children's Trust; 20 shares are owned by
Tracy Silvey, a daughter of Mr. Silvey; 183,703
shares in the name of Fulton Holdings, Ltd., which is
controlled by Mr. Silvey; 35,000 shares are held
in the name of Josie Marie Silvey, the wife of Mr. Silvey;
100,000 shares are held in the name of Rockport Trading Co.;
and 25,000 shares are held in the name of WHMS Enterprises.
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(2) 83,568 of these shares are held of record in the name of
the Thompson Family Trust; 100 shares are owned by
W.L. Thompson, Jr., Mr. Thompson's father; 42,852 shares
are owned by Candy Segall Thompson, Mr. Thompson's wife;
21,426 shares are owned by Candy Segall Thompson c/f Traci
Thompson, Mr. Thompson's daughter; 21,426 shares are owned
by Candy Segall Thompson c/f William S. Thompson; 78,568 shares
are owned by the William Scott Thompson 1983 Family Trust;
42,852 shares are owned by Happy Lucky, LLC, which is
controlled by Mr. Thompson; 128,568 shares are owned by Alex
Segall Family Trust, of which the wife and children of Mr.
Thompson are sole beneficiaries; and 120,000 shares are owned
by the WLT Reification Trust, of which Mr. Thompson is the
primary beneficiary.
(3) 164,278 of these shares are held in JTWROS with Stacy
Burningham, Leonard W. Burningham's wife.
(4) 70,000 shares are held in the name of Karen B. Najvar, wife of
Mr. Najvar.
Changes in Control.
-------------------
There are no present contractual arrangements or pledges of our
securities that may result in a change in control of our Company; however we
are constantly looking for acquisitions that would be beneficial to us, and,
based upon our limited resources and assets and our current liabilities, any
such transaction that was completed would no doubt result in a change in
control of our Company.
AMENDMENTS AND AMENDED AND RESTATED ARTICLES OF INCORPORATION AND VOTE
REQUIRED FOR APPROVAL
Nevada Law.
- -----------
Section 390 of the Nevada Law 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. Sections 315 and 320, respectively, provide that the Board of
Directors, by unanimous written consent, and persons owning the required
majority of voting securities necessary to adopt any action that would
otherwise be required to be submitted to a meeting of shareholders, may adopt
such action without a meeting by written consent.
Resolutions to effect these amendments were unanimously adopted by
our Board of Directors and the Majority Shareholders who are directors who are
named under the caption "Voting Securities and Principal Holders Thereof."
The Majority Shareholders own approximately 71% of our outstanding voting
securities. No other votes or consents are required or necessary to effect
the amendments to our Articles of Incorporation or to adopt the Amended and
Restated Articles of Incorporation.
Effective Date of Amendment.
- ----------------------------
The effective date of the amendments and our Amended and Restated
Articles of Incorporation will be on the opening of business on June 2, 2005,
or a date that is 21 days from the mailing of this Information Statement to
our shareholders.
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NOTICE
THE MAJORITY SHAREHOLDERS OF OUR COMPANY HAVE CONSENTED TO THE ADOPTION OF
THE AMENDMENTS TO OUR ARTICLES OF INCORPORATION AND THESE RESTATED AND AMENDED
ARTICLES OF INCORPORATION BY OWNING IN EXCESS OF THE REQUIRED NUMBER OF OUR
OUTSTANDING VOTING SECURITIES TO ADOPT THESE AMENDMENTS UNDER NEVADA LAW, AND
HAVE DONE SO. NO FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE
REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
May 13, 2005 /s/William A. Silvey, Jr.
William A. Silvey, Jr., President
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