PROXY STATEMENT
FOR
Annual Meeting of Stockholders
To Be Held on November 19, 1998
This proxy statement and the accompanying form of proxy were mailed on
November 7, 1998 to the stockholders of record on October 1, 1998 of RADIATION
DISPOSAL SYSTEMS, INC. (the "Company"), a North Carolina corporation, in
connection with the solicitation of proxies by the Board of Directors of the
Company for use at the Annual Meeting to be held at 10:00 a.m., on Thursday,
November 19, 1998, at the offices of First Dominion Financial Group, N.A. of
Frost National Bank Plaza, 816 Congress Avenue, Suite 1100, Austin, Texas 78701,
and at any adjournment thereof.
Proposals By Stockholders Must
Be Received Pursuant To This Section
Any and all proposals of security holders intended to be presented at
the next annual meeting of the Company, must be received by the Company at its
principal executive offices located at 1104 Nueces Street, Austin, Texas
78701-2128, on or prior to November 16, 1998.
SOLICITATION, VOTNG AND REVOCABILITY OF PROXIES
Shares of the Company's common stock, par value $.001 per share (the
"Common Stock") represented by an effective proxy in the accompanying form will,
unless contrary instructions are specified in the proxy, be voted FOR (i) the
election of the two (2) persons nominated by the Board of Directors as
Directors; (ii) the proposal to amend the Company's Certificate of Incorporation
to increase the authorized number of shares of Common Stock from 20 million to
50 million; (iii) the proposal to amend the Company's Certificate of
Incorporation to effect a change of the Company's name from RADIATION DISPOSAL
SYSTEMS, INC. to THE SAINT JAMES COMPANY; (iv) the proposal to reverse split the
Company's outstanding shaares of Common Stock on a 1 for 20 basis (1 new share
for every 20 shares presently owned); and (v) the proposal to authorize a change
of hte Company's domicile (state of incorporation) from North Carolina to
Delaware.
Any such proxy may be revoked at any time before it is voted. A
stockholder may revoke this proxy by notifying the Secretary of the Company
either in writing prior to the Annual Meeting or in person at the Annual
Meeting, by submitting a proxy bearing a later date or by voting in person at
the Annual Meeting. An affirmative vote of a plurality of the shares of Common
Stock, present in person or represented by proxy, at the Annual Meeting and
entitled to vote thereon is required to elect the Directors. A stockholder
voting through a proxy who abstains with respect to the election of Directors is
considered to be present and entitled to vote on the election of Directors at
the meeting, and is in effect a negative vote, but a stockholder (including a
broker) who does not give authority to a proxy to vote, or witholds authority to
vote, on the election of Directors shall not be considered present and entitled
to vote on the election of Directors. A stockholder voting through a proxy who
abstains with respect to approval of any other matter to come before the meeting
is considered to be present and entitled to vote on that matter and is in effect
a negative vote, but a stockholder (including a broker) who does not give
authority to a proxy to vote, or withholds authority to vote, on any such matter
shall not be considered present and entitled to vote thereon.
The Company will bear the cost of the solicitatioin of proxies by the
Board of Directors. The Board of Directors may use the services of its executive
officers and certain Directors to solicit proxies from stockholders in person
and by mail, telegram, and telephone. Arrangements may also be made with
brokers, fiduciaries, custodians, and nominees to send proxies, proxy statements
and other material to the beneficial owners of the Company's Common Stock held
of record by such persons, and the Company may reimburse them for reasonable
out-of-pocket expenses incurred by them in so doing.
The Company's Annual Report on Form 10-K for the year ended December
31, 1997 accompanies this proxy statement. The principal executive office of the
Company are located at 1104 Nueces Street, Austing, Teas 78701-2128, the
Company's telephone number is (512)671-3858.
Independent Public Accountants
Because of its extremely weak financial condition, the Company did not
include audited financial statements in its filing of this Form 10-K because the
estimated expense of such compliance with the Securities and Exchange of 1934
would exhaust the Company's remaining financial resources. The Company has
included financial statements in this Form 10-K which were generated internally
and are unaudited. If the Company had had the financial resources, Cherry,
Bekaert and Holland, the principal accountants in the prior years, would have
been asked to issue a Report of independent Certificate.
The principal accountant's report on the financial statements for the
year ended December 32, 1990, the last year for which a Report of Independent
Certified Public Accountants was issued, contained a qualified opinion as to the
uncertainty that the Company will contineu as a going concern.
The Company and the principal accountant have had no disagreements on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure involved with the registrants's two
most recent fiscal years and all subsequent interim periods.
The Company has not engaged another principal accountant.
VOTING SECURITIES AND SECURITY OWNERSHIP
OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT
The securities entitle to vote at the meeting are the Company's Common
Stock, $.001 par value per share. The presence, in person or by proxy, of a
majority of shares entitled to vote will constitute a quorum for the meeting.
Each share of Common Stock entitles its holder to one vote on each matter
submitted to stockholders. The close of business on October 1, 1998 has been
fixed as the record date for the determination of stockholdres entitled to
notice of and to vote at the meeting and any adjournment thereof. At that date,
19,977,495 shares of Common Stock were outstanding. Voting of the shares of
Common Stock is on a non-cumulative basis.
The following table sets forth certain information as of October 1,
1998 with respect to the benefical ownership of Common Stock held by (i) each
person known by the Company to be the owner of 5% or more of the outstanding
Common Stock; (ii) by each Director; and (iii) by all Officers and Directors for
the previous year as a group. Each named benefical owner has sole voting and
investment power with respect to the shares of Common Stock listed:
Title of Name & Address Amount & Nature Percentage
Class of Benefical Owner of Benefical Ownership(1) of Class (2)
- -------- ------------------ ------------------------- -------------
Common JonRuco Company 5,000,000 25.0028%
Stock 8309 Priest River Drive
Round Rock, Texas 78681
Common Wayne Gronquist, Trustee 5,000,000 25.0028%
Stock 1104 Nueces Street
Austin, Texas 78701-2128
Common Manuel E. Kane 200,000 1.0011%
Stock 4252 Woodglen Lane
Charlotte, NC 28226
Common Albert D. Kane 200,000 1.0011%
Stock 391 Hartshorn Drive
Short Hills, NJ 07078
All directors and officers 400,000
as a group (2 persons)
Common Steven M. Kane 2,015,100 10.0868%
Stock 4013 Walnut Clay Road
Austin, TX 78731-3934
Common Seth M. Kane 1,245,050 6.2322%
Stock 23 Circle Drive
Belmont, NC 28012
Common Ross A. Kane 1,245,050 6.2322%
6115 Hickory Forest Drive
Charlotte, NC 28277
Total 74.559%
(1) All of the shares shown are held by individuals or entities possessing sole
voting and investment power with respect to such shares.
(2) The "percentage Benefically Owned" is calculated by dividing the "Number of
Shares Benefically Owned" by the sum of the total outstanding shares of Common
Stock of the Company.
Certain Reports
No person who, during the year ended December 31, 1997, was a director, officer
or beneficial owner of more than ten percent of the Company's Common Stock
(which is the only class of securities of the Company registered under Section
12 of the Securities Exchange Act of 1934 (the "Act") (a "Reporting Person"),
failed to file on a timely basis, eports required by Section 16 of the Act
during the most recent fiscal year or prior years.
RECENT DEVELOPMENTS
On September 21, 1998, the Company's Board of Directors approved the
trade of 10,000,000 shares of Radiation Disposal Systems, Inc. for the 1,000,000
authorized shares of Asset Technology International, Inc. On such date Manuel E.
Kane resigned as President, Principal Executive Officer, Principal Financial and
Accounting Officer, Treasurer and Director and Rudy De La Garza was elected as
director by Albert D. Kane the sole remaining director of the Company, untile
his successor is elected, to fill the vacancy on the board resulting from Manuel
E. Kane's resignation. On such day Albert D. Kane resigned as Chairman of the
Board, Secretary and Director and Wayne Gronquist was elected as director by
Rudy De La Garza, the sole remaining director of the Company, untile his
successor is elected, to fill the vacancy on the board resulting form Albert D.
Kane's resignation. Rudy De La Garza was elected by the Board as Presient and
Chief Executive Officer of the Company and Wayne Gronquist was elected by the
Board to the offices of Executive Vice Presient and Secretary. The resignations
of Manuel E. Kane and Albert D. Kane as directors and officers of the
controlling interest in the company to the two single shareholders of Asset
Technology International, Inc., namely, the JonRuco Company and Wayne Gonquist,
Trustee both owning equal shares of Asset Technology International, Inc. prior
to the trade.
It is expected that the following will be considered at the meeting and
action taken thereon:
I. ELECTION OF DIRECTORS
The Board of Directors currently consists of two members elected for
the remainder of a term of one year and until their successors are duly elected
and qualified.
An affirmative vote of a plurality of the shares of Common Stock,
present in person or represented by proxy at the Annual Meeting, and entitled to
vote thereon is required to elect the Directors. All proxies received by the
Baord of Directors will be voted for the election as Directors of the nominees
listed below if no direction to the contrary is given. In the event any nominee
is unable to serve, the proxy solicited hereby may be voted, in the discretion
of the proxies, for the election of another person of his stead. The Board of
Directors knows of no reason to anticipate this will occur.
The following table sets forth as of October 1, 1998 certain
information with respect to the as Directors of the Company:
Name Age Position
- ---------------- --- ------------------------------------------------
Rudy De La Garza 52 President, Chief Executive Officer, and Director
Wayne Gronquist 57 Executive Vice President, Secretary and Director
Rudy De La Garza has over 25 years experience in corporate structuring
and management for both private and publicly held companies. During this time
Mr. De La Garza performed duties as CEO, president and board director. From 1993
to present Mr. De La Garza has devoted his efforts and time to consulting
Publicly held companies who have lost their business and market value. Mr. De La
Garza restructures the public company as to recreate the shell in a more
favorable form for presentation to an emerging private company with net tangible
assets.
Wayne Gronquist has 26 years experience as corporate counsel and
advisor for private and publicly held corporations, both domestic and foreign.
During this period Mr. Wayne Gronquist has focused his practice on corporate
structuring, business, financial, family and estate planning.
As permitted under the North Carolina Business Corporations Law, the
Company's Certificate of Incorporation eliminates the personal liability of the
Directors to the Company or any of its shareholders for damages for breaches of
their fiduciary duties as Directors. As a result of the inclusion of such
provision, stockholders may be unable to recover damages against Directors for
negligent or grossly negligent actions which Directors may take or for
Directors' actions which violate their fiduciary duties. The inclusion of this
provision in the Company's Certificate of Incorporation may reduce the
likelihood of derivative litigation against Directors and other types of
shareholder litigation.
Board Meetings, Committees, and Compensation
During the year ended December 31, 1997, no meetings of the Board of
Directors were held. The Company does not pay its Directors for their attendance
at meetings of the Board of Directors and committee meetings. The Company does
not have standing audit, nominating, nor compensation committees of the Board of
Directors, nor any other such committee performing similar functions.