SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
/X/ Preliminary Information Statement
/ / 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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/X/ No fee required
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/ / Check box if any part of the fee is offset as provided by Exchange
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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. 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, age 46, 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, age 44, 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, age 43, 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, age 48, 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, age 68, 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.
All Directors of the Company will hold office until the next annual meeting of
the shareholders, and until their successors have been elected and qualified.
Officers of the Company are elected by the Board of Directors and hold office at
the pleasure of the Board.
Section 16(A) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the
Company's directors, executive officers and persons who own more than 10% of a
class of the Company's equity securities which are registered under the Exchange
Act to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of such registered securities.
Such executive officers, directors and greater than 10% beneficial owners are
required by Commission regulation to furnish the Company with copies of all
Section 16(a) forms filed by such reporting persons.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and on representations that no other reports
were required, no person required to file such a report failed to file on a
timely basis during fiscal 2001. Based on stockholder filings with the SEC, the
Company does not believe any other stockholders are subject to Section 16(a)
filing requirements.
Executive Compensation
Compensation paid to Officers and Directors is set forth in the Summary
Compensation Table below. The Company may reimburse its Officers and Directors
for any and all out-of-pocket expenses incurred relating to the business of the
Company.
SUMMARY COMPENSATION TABLE
Name and Position Fiscal Year Salary
----------------- -------------- ---------
Lonnie Lenarduzzi, President,
Chief Executive 2001 $45,800
Officer and Director 2000 $51,048
1999 $48,765
Linda Decker, Secretary, Chief Marketing
Officer and Director 2001 $17,400
2000 $ 6,613
1999 $ 2,025
For the fiscal year ending December 31, 2002 it is anticipated that the
compensation of Mr. Lenarduzzi will be $50,200, and compensation of Ms. Decker
will be $17,500.
Security Ownership of Management and Certain Security Holders
The following table sets forth information as of December 31, 2001, with respect
to the beneficial ownership of the common stock by (i) each director and officer
of the Company, (ii) all directors and officers as a group and (iii) each person
known by the Company to own beneficially 5% or more of the common stock:
Name and Address of Shares Owned % of Class
Beneficial Owner Beneficially(1) Owned
----------------------- ----------------- ---------------
Lonnie Lenarduzzi 1,566,600(2) 72.9%
111 South Birmingham St.
Wylie, Texas 75098
Linda Decker 1,566,600(2) 72.9%
111 South Birmingham St.
Wylie, Texas 75098
Larrie Lenarduzzi 6,000(3) *
6236 Tourelle Drive
Highland Heights, Ohio 44143
Wayne Robertson 78,764 3.68%
2652 No. McDermott Road
Kuna, Indiana 83634
Harold Smith 78,764 3.68%
P.O. Box 1983
Wylie, Texas 75098
Newport Capital Consultants 225,000(4) 10.02%
78740 Runaway Bay
Bermuda Dunes, California 92201
All Officers and Directors
as a Group (5 persons) 1,730,128 80.7%
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*Less than 1%
(1) The number of shares of common stock owned are those "beneficially owned"
as determined under the rules of the Securities and Exchange Commission,
including any shares of common stock as to which a person has sole or
shared voting or investment power and any shares of common stock which the
person has the right to acquire within 60 days through the exercise of any
option, warrant or right. As of December 31,2001, there were 2,312,700
shares of common stock outstanding. As of such date there were 348,000
outstanding warrants to purchase shares of common stock, exercisable until
December 31, 2003 at $2.00 per share.
(2) Lonnie Lenarduzzi and Linda Decker hold these shares as tenants in common.
They are husband and wife.
(3) Includes 4,500 shares issuable upon exercise of warrants.
(4) Gary Bryant is the President and controlling person of Newport Capital
Consultants.
Certain Relationships and Related Transactions
Lonnie Lenarduzzi has entered into a Licensing Agreement to license to the
Company all technology developed by him for $1,000 per year. The Licensing
Agreement was entered into on November 30, 1996 and has a term of 25 years,
extending to November 30, 2021.
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.
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.
Other Matters
The Board of Directors does not intend to bring any other matters
before the Annual Meeting and has not been informed that any other matters are
to be presented by others.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Lonnie Lenarduzzi
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Lonnie Lenarduzzi, Chief Executive
Officer and Director
June __, 2002