PRELIMINARY COPY
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
RICH COAST INC.
(Name of Registrant as Specified in its Charter)
(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 the table below per Exchange Act Rules
14a-6 (i) (4) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
PRELIMINARY COPY
July 12, 1998
To Our Shareholders:
You are cordially invited to the Special Meeting of
Shareholders (the "Meeting") of Rich Coast Inc. (the
"Company") to be held at the offices of the Company, 10200
Ford Road, Dearborn, Michigan 48126, on Friday, August 28,
1998 at 9:00 a.m. local time.
The formal Notice of the Meeting and Proxy Statement
describing the matters to be acted upon at the Meeting are
contained in the following pages. Shareholders also are
entitled to vote on any other matters which properly come
before the Meeting.
Enclosed is a proxy which will enable you to vote your
shares on the matters to be considered at the Meeting even if
you are unable to attend the Meeting. Please mark the proxy
to indicate your vote, date and sign the proxy and return it
in the enclosed postage-paid envelope as soon as possible for
receipt prior to the Meeting.
WHETHER YOU OWN FEW OR MANY SHARES OF STOCK, PLEASE BE
SURE YOU ARE REPRESENTED AT THE MEETING EITHER BY ATTENDING
IN PERSON OR BY RETURNING YOUR PROXY AS SOON AS POSSIBLE.
Sincerely,
James P. Fagan, President
Rich Coast Inc. PRELIMINARY COPY
10200 Ford Road
Dearborn, Michigan 48126
(313) 582-8866
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON AUGUST 28, 1998
July 12, 1998
To the Shareholders of Rich Coast Inc.:
The Special Meeting of Shareholders (the "Meeting") of
Rich Coast Inc. (the "Company") will be held at the offices
of the Company, 10200 Ford Road, Dearborn, Michigan 48126, on
Friday, August 28, 1998, at 9:00 a.m. local time, to consider
and act upon the following matters:
1. Approve an amendment to Article II of the Company's
Articles of Incorporation to authorize 10,000,000
shares of $0.001 par value Preferred Stock; and
2. Approve the potential issuance of an aggregate
number of shares of the Company's Common Stock
exceeding 20% of the currently outstanding shares of
Common Stock.
The transaction of such other business as may properly
come before the Meeting or any adjournments thereof will be
considered and acted upon. The Board of Directors is not
aware of any other business to come before the Meeting.
Pursuant to Bylaws, the Board of Directors has fixed the
close of business on July 8, 1998, as the record date for
determination of the shareholders entitled to vote at the
Meeting and any adjournments thereof.
You are requested to complete and sign the enclosed
proxy which is solicited by the Board of Directors and to
return it promptly in the enclosed envelope. The proxy will
not be used if you attend the Meeting and vote in person.
EACH SHAREHOLDER, WHETHER OR NOT HE OR SHE PLANS TO
ATTEND THE MEETING, IS REQUESTED TO COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ENCLOSED PROXY CARD. ANY PROXY GIVEN BY
THE SHAREHOLDER MAY BE REVOKED BY FILING WITH THE SECRETARY
OF THE COMPANY A WRITTEN REVOCATION OR A DULY EXECUTED PROXY
BEARING A LATER DATE. ANY SHAREHOLDER PRESENT AT THE MEETING
MAY REVOKE HIS OR HER PROXY AND VOTE IN PERSON ON EACH MATTER
BROUGHT BEFORE THE MEETING. HOWEVER, IF YOU ARE A
SHAREHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME,
YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD
HOLDER TO VOTE IN PERSON AT THE MEETING.
BY ORDER OF THE BOARD OF DIRECTORS,
Robert W. Truxell, Chairman
PRELIMINARY COPY
Rich Coast Inc.
10200 Ford Road
Dearborn, Michigan 48126
(313) 582-8866
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS
AUGUST 28, 1998
July 12, 1998
To Our Shareholders:
This proxy statement (the "Proxy Statement") is
furnished in connection with the solicitation by the Board of
Directors of Rich Coast Inc. (the "Company") of proxies to be
used at the Special Meeting of Shareholders (the "Meeting")
to be held at the offices of the Company, 10200 Ford Road,
Dearborn, Michigan 48126, on Friday, August 28, 1998, at 9:00
a.m. local time, and at any adjournments or postponements
thereof. The Meeting is being held for the purposes set
forth in the accompanying Notice of Special Meeting of
Shareholders. This Proxy Statement, the accompanying proxy
card and the Notice of Special Meeting of Shareholders
(collectively, the "Proxy Materials") are first being mailed
to shareholders beginning on or about July 12, 1998.
GENERAL INFORMATION
Solicitation
The enclosed proxy is being solicited by the Board of
Directors of the Company. In addition to solicitations by
mail, solicitations may be made by personal interview,
telephone and telegram by directors and officers of the
Company. No compensation will be paid to the directors and
officers of the Company for the solicitation of proxies. The
Company will reimburse banks, brokers and others holding
shares in their names or the names of the nominees or
otherwise for reasonable out-of-pocket expenses incurred in
sending proxies and proxy materials to the beneficial owners
of such shares. The cost of the solicitation will be borne
by the Company.
Voting Rights and Votes Required
Holders of shares of Rich Coast Inc. common stock,
$0.001 par value (the "Common Stock"), at the close of
business on July 8, 1998 (the "Record Date") are entitled to
notice of, and to vote at, the Meeting. On the Record Date,
______________ shares of Common Stock were outstanding.
Holders of Common Stock are entitled to one vote per share.
The presence, in person or by proxy, of holders of one-
third of the voting shares outstanding as of the Record Date
constitutes a quorum for the transaction of business at the
Meeting. In the event there are not sufficient votes for a
quorum or to approve any proposals at the time of the
Meeting, the Meeting may be adjourned in order to permit
further solicitation of proxies. Abstentions will only count
towards quorum requirements.
The affirmative vote of a majority of shares
outstanding on the Record Date is required to approve
Proposal One. The affirmative vote of a majority of the
shares represented at the Meeting in person or by proxy and
entitled to vote on the proposal is required to approve
Proposal Two.
As to these proposals, a shareholder may: (i) vote
"FOR" the proposal, (ii) vote "AGAINST" the proposal, or
(iii) "ABSTAIN" with respect to the proposal. Proposal Two
shall be determined by a majority of votes cast affirmatively
or negatively without regard to (a) broker non-votes, or (b)
proxies marked "ABSTAIN" as to that matter.
As to the other matters that may properly come before
the Meeting, unless otherwise required by law, the Articles
of Incorporation, or the Bylaws, the affirmative vote of a
majority of the shares represented at the Meeting in person
or by proxy and entitled to vote on the matter shall be
sufficient to approve the matter.
Voting and Revocability of Proxies
Shares of Common Stock represented by all properly
executed proxies received at the offices of the Company's
transfer agent by August 24, 1998 will be voted as specified
in the proxy. Unless contrary instructions are indicated on
the proxy, the shares of Common Stock represented by such
proxy will be voted "FOR" the proposals set forth in this
Proxy Statement. Management and the Board of Directors of
the Company know of no other matters to be brought before the
Meeting other than as described herein. If any other matters
properly are presented to the shareholders for action at the
Meeting and any adjournments or postponements thereof, the
proxy holders named in the enclosed proxy intend to vote in
their discretion on all matters on which the shares of Common
Stock represented by such proxy are entitled to vote.
The giving of the enclosed proxy does not preclude the
right to vote in person should the shareholder giving the
proxy so desire. A proxy may be revoked at any time prior to
its exercise by (i) providing notice in writing to the
Company's corporate secretary that the proxy is revoked; (ii)
presenting to the Company a later-dated proxy; or (iii) by
attending the Meeting and voting in person.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables sets forth the beneficial
ownership of the Company's Common Stock as of June 30, 1998
by each Director and each Executive Officer named in the
Summary Compensation Table, and by all Directors and
Executive Officers as a group:
Name Shares Beneficially Owned Percent of Class
Robert W. Truxell 1,026,462 <F1> 20.09%
Chairman/Director/Secretary
James P. Fagan 633,327 <F2> 12.70%
President/CEO/Director
Thornton J. Donaldson 70,964 <F3> 1.57%
Director
Geoffrey Hornby 13,548 <F4> *
Director
George P. Nassos 50,000 <F5> 1.11%
Director
All directors and 1,794,301 <F6> 30.97%
executive officers
as a group (five persons)
________________________
* Less than 1%
[FN]
<F1>
Includes: (i) 345,800 shares held jointly with his
wife; (ii) currently exercisable options and warrants
to purchase 50,000 shares at $0.72 per share; (iii)
currently exercisable options to purchase 505,662
shares at $0.80 per share; and (iv) currently
exercisable options to purchase 125,000 shares at $1.00
per share.
<F2>
Includes currently exercisable options and warrants to
purchase: (i) 70,386 shares at $0.80 per share;
(ii) 125,000 common shares at $0.88 per share; and
(iii) 360,841 shares at $1.00 per share.
<F3>
Includes currently exercisable options to purchase
52,500 shares at $1.00 per share and 12,500 shares at
$0.72 per share.
<F4>
Includes currently exercisable options to purchase
12,500 shares at $0.72 per share.
<F5>
Includes currently exercisable options to purchase
50,000 shares at $0.72 per share.
<F6>
Includes securities reflected in footnotes 1-5.
</FN>
To the knowledge of the Management of the Company, the
following table sets forth, as of June 30, 1998, the number
of voting shares represented by the securities beneficially
owned by any person (including any "group") who is known to
the Company to be the beneficial owner of more than five
percent of any class of the Company's voting securities
outstanding on that date.
Name and Address of Amount and Nature of
of Beneficial Owner Beneficial Ownership Percent of Class
Robert W. and Linda C. Truxell 1,026,462 <F1> 20.09%
10200 Ford Road
Dearborn, MI 48126
Alan Moore 900,000 <F2> 21.74%
9441 LBJ Freeway
Suite 500
Dallas, TX 75243
James P. Fagan 633,327 <F3> 12.70%
10200 Ford Orad
Dearborn, MI 48126
[FN]
<F1>
Includes: (i) 345,800 shares held jointly; (ii)
currently exercisable options and warrants to purchase
50,000 shares at $0.72 per share; (iii) currently
exercisable options to purchase 505,662 shares at $0.80
per share; and (iv) currently exercisable options to
purchase 125,000 shares at $1.00 per share.
<F2>
Consists of currently exercisable warrants to purchase
900,000 common shares at $1.20 per share on or before
January 10, 2006.
<F3>
Includes currently exercisable options and warrants to
purchase: (i) 70,386 shares at $0.80 per share;
(ii) 125,000 common shares at $0.88 per share; and
(iii) 360,841 shares at $1.00 per share.
</FN>
All percentages in this section were calculated on the
basis of outstanding securities plus securities deemed
outstanding pursuant to Rule 13d-3 (d)(1) under the United
States Securities Act of 1934.
Management is not aware of any arrangements or
agreements pledging securities which could in the future
result in a change of control of the Company.
Voting Agreement. As a requirement for receipt of financing
in consideration for issuance of the debentures described
under Proposal Two, Messrs. Truxell and Fagan agreed to vote
their shares in favor of Proposal Two.
PROPOSAL ONE
AMENDMENT TO THE ARTICLES OF INCORPORATION
TO AUTHORIZE 10,000,000 SHARES OF
PREFERRED STOCK
Background and Discussion of Proposed Amendment
The Company's presently authorized capital stock
consists of 100,000,000 shares of Common Stock, $0.001 par
value per share. It is proposed that the Articles of
Incorporation of the Company be amended to authorize a total
of 10,000,000 shares of preferred stock with a par value of
$0.001 per share ("Preferred Stock"). The Preferred Stock
could have preference over the Common Stock with respect to
the payment of dividends and other possible preferences as
would be determined by the Board of Directors of the Company
at the time of establishment of a series of Preferred Stock.
The holders of the Company's Common Stock do not have
preemptive rights under the Articles of Incorporation to
acquire any additional securities of any class or type of the
Company.
As permitted by the Nevada Revised Statutes ("Nevada
Statutes"), the Board of Directors would be empowered to
designate and issue the Preferred Stock in series, at any
time or from time to time, and to determine the price or
prices, the number of shares designated for a particular
series, and the relative voting powers, preferences,
limitations, restrictions and rights of each class or series
of Preferred Stock. Among the determinations to be made by
the Board of Directors for each issuance of a series of
Preferred Stock are:
a. the stated value of shares constituting a series,
if different from the par value;
b. the rate of dividend, the time of payment of
dividends, whether dividends are cumulative, and the date
from which any dividend shall accrue;
c. whether shares may be redeemed and, if so, the
redemption price and the terms and conditions of redemption;
d. the amount payable upon shares in event of
involuntary liquidation;
e. the amount payable upon shares in event of
voluntary liquidation;
f. sinking fund or other provisions, if any, for the
redemption or purchase of shares;
g. the terms and conditions on which shares may be
converted, if the shares of any series are issued with the
right of conversion; and
h. voting powers, if any.
Such determination would take into account the circumstances
pertinent at that time and would be made by resolution of the
Board of Directors and by filing a certificate of designation
with the Nevada Secretary of State setting forth the
resolution prior to issuing the particular shares of
Preferred Stock comprising the series.
Reasons for Requesting Authorization of Preferred Stock
If approved, the authorization of Preferred Stock will
provide for such stock to be available for issuance from time
to time for such purposes and consideration as the Board of
Directors may approve and no further vote of shareholders of
the Company will be required, accept as provided under the
Nevada Statutes or the rules of any national securities
exchange on which shares of the Company are at the time
listed. The availability of additional shares for issuance,
without the delay and expense of obtaining the approval of
shareholders at a special meeting, will afford the Company
greater flexibility in acting upon proposed transactions.
While the Company has no present commitments for the
issuance of any of the proposed shares of Preferred Stock,
the Preferred Stock could be issued at the discretion of the
Board of Directors for any lawful corporate purpose without
further action by the shareholders once the shareholders have
authorized the creation of the Preferred Stock. The
flexibility afforded by the authority of the Board of
Directors to issue Preferred Stock, and to vary features such
as dividend rates and conversion rights thereof to meet the
exigencies of a particular transaction, will allow the
Company advantages in negotiations and flexibility in being
able to structure transactions involving the issuance of such
stock.
Proposed Amendment
The Board of Directors of the Company recommends that
the Company's Articles of Incorporation be amended by
deleting the first paragraph of Article II in its entirety
and replacing it as follows:
The aggregate number of shares of capital stock
which the corporation shall have authority to
issue is 100,000,000 shares of $0.001 par value
common stock and 10,000,000 shares of $0.001 par
value preferred stock. The preferred stock may be
issued in any number of series, as determined by
the Board of Directors. The Board of Directors
may by resolution fix the designation and number
of shares of any such series, and may determine,
alter or revoke the rights, including voting
powers, designations, preferences, limitations and
restrictions, pertaining to each class or series
of preferred stock or any wholly unissued
preferred shares. The Board of Directors may
thereafter in the same manner increase or decrease
the number of shares of any such series (but not
below the number of shares of that series then
outstanding).
Effects of Adoption of Amendment on Shareholders
Anti-Takeover Effects. The authorized but unissued
shares of Preferred Stock for which approval is sought could
be used by incumbent management to make more difficult a
change in control of the Company. Under certain
circumstances such shares could be used to create voting
impediments or to frustrate persons seeking to effect a
takeover or otherwise gain control of the Company. For
example, such shares could be privately placed with
purchasers who might side with the Board of Directors in
opposing a hostile takeover bid. In addition, the Board of
Directors could authorize holders of a series of Preferred
Stock to vote as a class, either separately or with the
holders of Common Stock, upon any proposed merger, sale or
exchange of assets by the Company or any other extraordinary
corporate transaction.
The authorization of Preferred Stock might be
considered as having the effect of discouraging an attempt by
another person or entity, through the acquisition of a
substantial number of shares of the Common Stock, to acquire
control of the Company with a view to imposing a merger, sale
of all or any part of the Company's assets or a similar
transaction that may not be in the best interest of all of
the shareholders, since the issuance of new shares of
Preferred Stock could be used to dilute the stock ownership
of a person or entity seeking to obtain control of the
Company. In this respect, certain companies have recently
issued as a dividend to the holders of their Common Stock
shares of Preferred Stock having terms designed to protect
against the adverse consequences to shareholders of partial
takeovers and front-end loaded, two-step takeovers and
freezeouts, and the Preferred Stock would be available for
such purpose. Additionally, Common Stock could be issued
diluting the ownership interest of a potential acquiror.
The authorization of a series or class of Preferred
Stock having rights and preferences which may be determined
by the Board of Directors as proposed in this Proposal One
may enable management to solidify its status and render its
removal more difficult. For information with respect to the
ownership of shares of the Company's voting stock by
directors and officers, see "Security Ownership of Certain
Beneficial Owners and Management" above.
Despite such anti-takeover implications, this Proposal
is not the result of management's knowledge of any effort to
accumulate the Company's securities or to obtain control of
the Company by means of a merger, tender offer, solicitation
in opposition to management or otherwise.
Except as indicated below, management is not aware of
the existence of any provisions in the Articles of
Incorporation or Bylaws or terms of contracts to which it is
a party which may be considered to have an anti-takeover
effect. The Company's Articles of Incorporation and Bylaws
do not contain any provisions which would impose any burden
in excess of requirements imposed by the Nevada Statutes upon
potential tender offerors or others seeking a takeover of the
Company, other than a provision for limitation of director
liability.
The Articles of Incorporation do not provide for
cumulative voting. As a result, in order to be ensured of
representation on the Board, a shareholder must control the
votes of a majority of the shares present and voting at a
shareholders' meeting at which a quorum is present. The lack
of cumulative voting requires an entity seeking a takeover to
acquire a substantially greater number of shares to ensure
representation on the Board of Directors than would be
necessary were cumulative voting available. Further, because
the Articles of Incorporation deny preemptive rights to the
shareholders, the authorized but unreserved shares of Common
Stock and, in the event this Proposal One is passed, the
shares of Preferred Stock, may be issued to parties without
first offering such shares to existing shareholders. Such
issuances, particularly in light of the flexibility which
will be afforded to the Board of Directors in setting the
terms of the Preferred Stock, might be used to reduce the
equity ownership of a tender offeror or other acquiring
entity thereby rendering acquisition efforts more difficult
or impossible. In addition, the Articles of Incorporation,
in conformity with the Nevada Statutes, provide that a
transaction is not void or voidable solely by virtue of the
interested status of a director in such a transaction if the
relationship is known or disclosed and a sufficient number of
disinterested directors at a meeting at which a quorum is
present approve the transaction. The ability to approve such
transactions with interested parties might also be used in a
takeover or other situations to approve the issuance of
shares to such an interested party.
Dilutive Effect. The issuance of shares of Preferred
Stock having conversion rights might have the effect of
diluting the interests of other shareholders. In addition,
it should be anticipated that any shares of Preferred Stock
which may be issued would have dividend and liquidation
preferences which would be superior to those of the Common
Stock. Holders of Common Stock do not have preemptive rights
to subscribe to additional securities which may be issued by
the Company.
Vote Required and Recommendation of Board
Approval of Proposal One requires the affirmative vote
of a majority of the Company's outstanding shares of Common
Stock. The Board of Directors recommends the shareholders
vote "for" the proposed amendment to the Company's Articles
of Incorporation to authorize 10,000,000 shares of $0.001 par
value Preferred Stock.
PROPOSAL TWO
APPROVAL OF THE POTENTIAL ISSUANCE
OF AN AGGREGATE NUMBER OF SHARES OF COMMON STOCK
EXCEEDING 20% OF THE OUTSTANDING SHARES
Background and Discussion of Proposed Amendment
June 1998 the Company issued $1,500,000 of debentures
of the Company ("Debentures") convertible into shares of the
Company's Common Stock. Under the terms of the Debentures,
the Company is required to reserve for issuance out of the
Company's authorized but unissued shares of Common Stock such
number of shares as may be issued to the holders of the
Debentures upon conversion of all of the Debentures then
outstanding.
The Debentures may be convertible into shares of the
Company's Common Stock exceeding 20% of the outstanding
Common Stock at the time of conversion, and the conversion
price of the Debentures may be less than the greater of book
or market value of the Common Stock at the time of
conversion. The exact number of shares of Common Stock into
which the Debentures can be converted is not determinable
until conversion, because the conversion price is tied to the
five day average closing bid price immediately preceding the
conversion.
As an issuer of securities listed on the NASDAQ
Market, the Company must comply with certain obligations
imposed by the NASDAQ Market Place Rules in order to maintain
its eligibility requirements for inclusion on NASDAQ. Under
Rule 4310(c)(25)(H)(i) of the NASDAQ Market Place Rules, the
Company must obtain shareholder approval prior to the
issuance of designated securities in connection with a
transaction other than a public offering where the sale or
issuance by the Company of Common Stock (or securities
convertible into or exercisable for common stock) equals 20%
or more of the Common Stock outstanding before the issuance
for less than the greater of book or market value of the
stock. Because of these NASDAQ requirements, approval of the
Company's shareholders is required prior to conversion of the
Debentures.
Effects of Proposal on Shareholders/Voting Agreement
If this proposal is approved, the Debentures will be
convertible into shares of Common Stock of the Company, which
may have a dilutive effect to the existing shareholders. The
shares of Common Stock to be issued upon conversion of the
Debentures will have the same rights, voting powers,
preferences, limitations and restrictions as the Common Stock
currently outstanding. Holders of Common Stock do not have
preemptive rights to subscribe to additional securities which
may be issued by the Company.
In the event the shareholders of the Company do not
approve this proposal and NASDAQ has not waived the
requirements of Market Place Rule 4310(c)(25)(H)(i), then any
unconverted Debentures shall, at the election of the holders
of the Debentures, be immediately due and payable at an
amount equal to any accrued and unpaid interest thereon. As
a requirement by the Debenture holders for the financing
which resulted in the issuance of the Debentures, James P.
Fagan and Robert W. Truxell, both officers and directors of
the Company, agreed to vote their shares in favor of this
proposal.
Vote Required and Recommendation of Board
The Board of Directors recommends the shareholders
entitled to vote at the meeting vote "for" the proposal to
approve the issuance of shares of Common Stock exceeding 20%
of the outstanding shares.
OTHER MATTERS
Management and the Board of Directors of the Company
know of no matters to be brought before the Meeting other
than as set forth herein. However, if any such other matters
properly are presented to the shareholders for action at the
Meeting and any adjournments or postponements thereof, it is
the intention of the proxy holders named in the enclosed
proxy to vote in their discretion on all matters on which the
shares represented by such proxy are entitled to vote.
SHAREHOLDER PROPOSALS
Any proposal which a shareholder may desire to present
at the 1999 Annual Meeting of Shareholders must be received
in writing by the Secretary of the Company not later than
October 26, 1998.
BY ORDER OF THE BOARD OF DIRECTORS,
Robert W. Truxell, Chairman
PROXY
RICH COAST INC.
10200 Ford Road
Dearborn, Michigan 48126
(313) 582-8866
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
RECEIPT OF PROXY STATEMENT HEREBY IS ACKNOWLEDGED
The undersigned hereby constitutes and appoints James
P. Fagan and Robert W. Truxell, or either of them, with full
power of substitution, as proxies to vote on behalf of the
undersigned all shares which the undersigned may be entitled
to vote at the Special Meeting of Shareholders to be held at
the offices of the Company, located at 10200 Ford Road,
Dearborn, Michigan 48126, on Friday, August 28, 1998, at 9:00
a.m. local time, and at any adjournment or adjournments
thereof, upon the following:
Proposal One - Approval of an amendment to Article II
of the Company's Articles of Incorporation to authorize
10,000,000 shares of $0.001 par value Preferred Stock:
For / / Against / / Abstain / /
Proposal Two - Approve the potential issuance of an
aggregate number of shares of Common Stock exceeding 20% of
the outstanding shares of Common Stock:
For / / Against / / Abstain / /
THE SHARES REPRESENTED HEREBY WILL BE VOTED AS
SPECIFIED HEREON WITH RESPECT TO THE ABOVE PROPOSALS, BUT IF
NO SPECIFICATION IS MADE THEY WILL BE VOTED FOR APPROVAL OF
THE PROPOSALS LISTED ABOVE. UNLESS OTHERWISE SPECIFIED, THIS
PROXY WILL BE VOTED IN ACCORDANCE WITH THE DISCRETION OF THE
PROXIES ON ANY OTHER BUSINESS.
Please mark, date and sign exactly as your name appears
hereon, including designation as executor, Trustee, etc., if
applicable. A corporation must sign in its name by the
President or other authorized officer. All co-owners and
each joint owner must sign.
Date: _______________________
__________________________
Signature(s)
Address if different from
that on envelope:
__________________________
Street Address
__________________________
City, State and Zip Code
Please check if you intend to be present at the meeting:___