SCHEDULE 14C INFORMATION
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the Securities Exchange Act of 1934
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/ / Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
/ / Definitive Information Statement
PERMA-TUNE ELECTRONICS, INC.
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(Name of Registrant As Specified In Its Charter)
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PERMA-TUNE ELECTRONICS, INC.
111 South Birmingham Street
Wylie, Texas 75098
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on June 26, 2002
To the stockholders of Perma-Tune Electronics, Inc.:
Notice is hereby given that an annual meeting of stockholders of
Perma-Tune Electronics, Inc. will be held on June 26, 2002 at 10:00 a.m. at 111
South Birmingham Street, Wylie, Texas 75098 for the following purposes:
1. Election of up to five Directors. The election of Lonnie Lenarduzzi, Linda
Decker, Larrie Lenarduzzi, Wayne Robertson, and Harold "Red" Smith.
2. Amendment of the Articles of Incorporation. Amendment of the Articles of
Incorporation to increase the number of authorized shares of common stock
and reauthorize the par value.
3. Amendment of the Articles of Incorporation. Amendment of the Articles of
Incorporation to authorize preferred stock.
4. Amendment of the Articles of Incorporation. Amendment of the Articles of
Incorporation to provide that directors shall not be liable under certain
instances.
5. Amendment of the Articles of Incorporation. Amendment of the Articles of
Incorporation to provide that the articles shall indemnify all current and
former directors and officers of the corporation to the fullest extent
provided by law.
6. Sale of Corporation's Assets and Liabilities. Sale of the corporation's
assets and liabilities to the corporation's principal stockholders.
7. Election of Malone & Bailey, PLLC. as the corporation's independent
auditors for fiscal year 2002.
Common stockholders of record on the close of business on June 3, 2002 are
entitled to notice of the meeting. All stockholders are cordially invited to
attend the meeting in person.
By Order of the Board of Directors,
/s/ Lonnie Lenarduzzi
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Lonnie Lenarduzzi
Chief Executive Officer and Director
June __, 2002
PERMA-TUNE ELECTRONICS, INC.
111 South Birmingham Street
Wylie, Texas 75098
INFORMATION STATEMENT
June ___, 2002
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This Information Statement is furnished by the Board of Directors of
Perma-Tune Electronics, Inc. (the "Company" or "Perma-Tune") to provide notice
of an annual meeting of stockholders of Perma-Tune which will be held on June
26, 2002.
The record date for determining stockholders entitled to receive this
Information Statement has been established as the close of business on June 3,
2002 (the "Record Date"). This Information Statement will be first mailed on or
about June 13, 2002 to stockholders of record at the close of business on the
Record Date. As of the Record Date, there were outstanding ___________ shares of
the Company's Common Stock.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US
A PROXY.
The election of up to 5 Directors
Pursuant to the Company's Bylaws, the members of the Board of Directors serve
for one-year terms. The Board has nominated the directors listed below.
The following biographical information is furnished with respect to each of the
directors. The information includes the individual's present position with the
Company, period served as a director, and other business experience during the
past five years.
Directors
Lonnie Lenarduzzi, President, Chief Executive Officer and Director received an
associate degree from the Pittsburgh Institute of Aeronautics (PIA) and worked
in the machine tool industry where he specialized in robotic manufacturing
systems for the Mazak Machine Tool Company. This experience allows him to
function as a designer of new products for the Company. As manufacturing
engineer for Aero Design Products, Inc. (1982-1989) he was responsible for the
original production of Perma-Tune. His first innovative design was the
development of a solid state ignition system for the aircraft engine based on
the Perma-Tune design. When Aero Design Products, Inc. was liquidated in 1989,
Mr. Lenarduzzi purchased the Perma-Tune product line. In 1990 he gained
certification from Northrop for manufacturing excellence in producing their
military ignition system and he invented the Coilless ignition system. Since
moving the Company to Wylie, Texas, Mr. Lenarduzzi has continued to invent and
design automotive products for the Company.
Linda Decker, Corporate Secretary and Director had a 15 year career with IBM
Corp. in sales, marketing and product line management before starting the
Company. Since 1989, she has co-owned the Company and has used her marketing
expertise to create targeted advertising and brochures, to draft press releases,
to formulate pricing and customer service policies and to determine new market
segments for the Company to serve.
Larrie Lenarduzzi, Director, is a manufacturing engineer and has been the sales
manager in charge of The Micro Finishing product line for Masco Machine Inc., in
Cleveland, Ohio. Larrie has an Aerospace Engineering Technology degree from Kent
State (1984). He also has an Associate Degree (1981) from the Pittsburgh
Institute of Aeronautics. Since 1989 he has assisted in the design and
improvement of tooling used in manufacturing the Company's products. Larrie is
the brother of Lonnie Lenarduzzi.
Wayne Robertson, Director, has been a technician in charge of manufacturing
silicone wafers used in computers for the past four and one-half years and is
employed by Micron Technologies, Inc. in Boise, Idaho. From 1985 to 1989 he was
employed as a manufacturing supervisor at Aero Design Products, Inc. Previously,
Wayne worked as an electronics technician on locomotive engines for MK Rail of
Boise, Idaho. Since 1989 he has assisted the Company by installing prototype
Perma-Tune units on test vehicles and in evaluating engine dynamometer test
results.
Harold "Red" Smith, Director, is an aeronautical engineer with a Bachelor of
Science degree from Southwestern Methodist University and a Master of Science
degree from the University of Colorado. He is an entrepreneur who owns and
operates four companies: R&D Aeronautical (located in Wylie, Texas) manufactures
unmanned military aircraft to sell to the United States Air Force and NATO
countries; Air Command International (located in Caddo Mills, Texas)
manufactures manned gyroplanes in Kit and FAA certified form; Southwest Soaring
Inc. (located in Caddo Mills, Texas) is a glider school; and RS Systems Inc. dba
Joans Hallmark (located in Plano, Texas) has seven Hallmark franchises located
in the north Dallas area.
Amendment of the Articles of Incorporation To Increase Authorized Shares
Approving the amendment of the Company's Articles of Incorporation to
increase the number of authorized shares of common stock to 50,000,000. The
shares of common stock will continue to have no par value. This increase in
authorized shares is necessary to enable the Company to pursue various
transactions including potential merger candidates.
Amendment of the Articles of Incorporation To Authorize Preferred Shares
Approving the amendment of the Company's Articles of Incorporation to
authorize 10,000,000 shares of preferred stock with no par value per share. The
Company's amended Articles of Incorporation shall provide that "Shares of
Preferred Stock of the Company may be issued from time to time in one or more
classes or series, each of which class or series shall have such distinctive
designation or title as shall be determined by the Board of Directors of the
Company prior to the issuance of any shares thereof. Each such class or series
of Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and relative, participating, optional or other
special rights and such qualifications, limitations or restrictions thereof, and
shall be stated in such resolution or resolutions providing for the issue of
such class or series of Preferred Stock as may be adopted from time to time by
the Board of Directors prior to the issuance of any shares thereof pursuant to
the authority hereby expressly vested in it, all in accordance with the laws of
the State of Texas." The authorization of Preferred Stock will enable the Board
of Directors to issue Preferred Stock in fund raising transactions, to pursue
potential merger candidates, and to prevent a takeover.
Amendment of the Articles of Incorporation To Provide Protection To Directors
Approving the amendment of the Company's Articles of Incorporation to
provide directors protection from liability. The Company's amended Articles of
Incorporation shall provide that "No director of the Company shall be liable to
the Company or its shareholders or members for monetary damages for any act or
omission in such director's capacity as a director, except for (i) a breach of
such director's duty of loyalty to the Company or its shareholders or members;
(ii) an act or omission not in good faith that constitutes a breach of duty of
the director to the Company, or an act or omission that involves intentional
misconduct or a knowing violation of the law; (iii) a transaction from which a
director received an improper benefit, whether or not the benefit resulted from
an action taken within the scope of the director's office; or (iv) an act or
omission for which the liability of a director is expressly provided by an
applicable statute." This provision may enable the Company to attract a director
in the future.
Amendment of the Articles of Incorporation To Provide Indemnification To
Directors
Approving the amendment of the Company's Articles of Incorporation to
provide indemnification to directors. The Company's amended Articles of
Incorporation shall provide that "The Company shall indemnify all current and
former directors and officers of the Company to the fullest extent of the
applicable law, including, without limitation, Article 2.02-1 of the Texas
Business Corporation Act." This provision may enable the Company to attract a
director in the future. Sale of Corporation's Assets and Liabilities
Approving the sale of the Company's assets and liabilities to Lonnie
Lenarduzzi and Linda Decker in consideration for $10.00. The liabilities are
greater than the Company's assets and this may allow the Company to attract a
potential merger partner.
The election of Malone & Bailey, PLLC as the Company's Independent Auditors
Approving the engagement of Malone & Bailey, PLLC as independent auditors
for the Company for fiscal year 2002. Malone & Bailey served in this capacity
for fiscal year 2001.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lonnie Lenarduzzi
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Lonnie Lenarduzzi,
Chief Executive Officer and Director
June __, 2002