SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 Rule 14a-11(c) or Rule 14a-12
WATAIRE INTERNATIONAL, 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 table below per Exchange Act Rules 14a-6(i)(1)
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 dated December , 2009
WATAIRE INTERNATIONAL, INC.
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD JANUARY , 2010
Woodland Hills, California
December , 2009
A Special Meeting of Stockholders (the "Special Meeting") of
Wataire International, Inc., a Washington corporation (the "Company"),
will be held at _____________________, on _____________ ,
January __, 2010, at 10:00 A.M. (local time) for the following purposes:
1.To amend the Articles of Incorporation of the Company to
increase the authorized number of shares of common stock from 100,000,000
shares, par value $.0001 per share, to 500,000,000 shares, par value
$.0001 per share (Proposal No. 1); and
2. To transact such other business as may properly come before
the Special Meeting and any adjournment or postponement thereof.
The Board of Directors has fixed the close of business on ______,
December __, 2009, as the record date for determining the stockholders
entitled to notice of and to vote at the Special Meeting and any adjournment
or postponement thereof. Shares of common stock can be voted at the meeting
only if the holder is present at the meeting in person or by valid proxy.
All stockholders are cordially invited to attend the Special Meeting in
person. However, whether or not you expect to attend the Special Meeting
in person, you are urged to mark, date, sign and return the enclosed proxy
card as promptly as possible in the postage-prepaid envelope provided to
ensure your representation and the presence of a quorum at the Special
Meeting. If you send in your proxy card and then decide to attend the
Special Meeting to vote your shares in person, you may still do so. Your
proxy is revocable in accordance with the procedures set forth in the
Proxy Statement.
By Order of the Board of Directors,
Robert Rosner
Chairman and Chief Executive Officer
IMPORTANT
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN AND RETURN
THE ENCLOSED PROXY CARD AS PROMPTLY AS POSSIBLE IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE. IF A QUORUM IS NOT REACHED, THE COMPANY
WILL HAVE THE ADDED EXPENSE OF RE-ISSUING THESE PROXY MATERIALS. IF YOU
ATTEND THE MEETING AND SO DESIRE, YOU MAY WITHDRAW YOUR PROXY AND
VOTE IN PERSON.
THANK YOU FOR ACTING PROMPTLY
WATAIRE INTERNATIONAL, INC.
21900 Burbank Blvd, 3rd Floor
Woodland Hills, CA 91367
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the
solicitation by the Board of Directors (the "Board") of Wataire
International, Inc., a Washington corporation (the "Company"), of
proxies in the enclosed form for use in voting at the Special Meeting
of Stockholders (the "Special Meeting") to be held at ______________,
on ________, January __, 2010, at 10:00 A.M. (local time), and any
adjournment or postponement thereof.
Only holders of record of the Company's , par value $.0001 per
share (the "common stock"), on December __, 2009 (the "Record Date")
will be entitled to vote at the Special Meeting. At the close of
business on the Record Date, the Company had outstanding _______
shares of common stock.
Any person giving a proxy in the form accompanying this Proxy
Statement has the power to revoke it prior to its exercise. Any proxy
given is revocable prior to the Special Meeting by an instrument
revoking it or by a duly executed proxy bearing a later date delivered
to the Secretary of the Company. Such proxy is also revoked if the
stockholder is present at the Special Meeting and elects to vote in
person.
The Company will bear the entire cost of preparing, assembling,
printing and mailing the proxy materials furnished by the Board of
Directors to stockholders. Copies of the proxy materials will be
furnished to brokerage houses, fiduciaries and custodians to be
forwarded to the beneficial owners of the common stock. In addition to
the solicitation of proxies by use of the mail, some of the officers,
directors and regular employees of the Company may (without additional
compensation) solicit proxies by telephone or personal interview, the
costs of which the Company will bear.
This Proxy Statement and the accompanying form of proxy is
being sent or given to stockholders on or about December __, 2010.
Stockholders of the Company's common stock are entitled to one
vote for each share held. Such shares may not be voted cumulatively.
Each validly returned proxy (including proxies for which no
specific instruction is given) which is not revoked will be voted "FOR"
Proposal 1 as described in this Proxy Statement, unless specified
otherwise in the proxy, and, at the proxy holders' discretion, on such
other matters, if any, which may come before the Special Meeting
(including any proposal to adjourn the Meeting).
Determination of whether a matter specified in the Notice of
Special Meeting of Stockholders has been approved will be determined
as follows.
As to Proposal No. 1, approval of the amendment of the Articles
of Incorporation of the Company to increase the authorized number of
shares of common stock, par value $.0001 per share, from 100,000,000 to
500,000,000, requires for approval the affirmative vote of the holders
of a majority of the outstanding shares of the Company's common stock.
Abstentions will be considered shares present in person or by
proxy and entitled to vote and, therefore, will have the effect of a
vote against the matter. Broker non-votes will be considered shares not
present for this purpose and will have no effect on the outcome of the
vote. Abstentions and broker non-votes will be counted for purposes of
determining whether a quorum is present for the Special Meeting.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED
UPON
Except as disclosed elsewhere in this Proxy Statement, none of the
following persons have any substantial interest, direct or indirect,
by security holdings or otherwise in any matter to be acted upon:
1. any director or officer of our company since April 1, 2008, being
the commencement of our last completed audited financial year; or
2. any associate or affiliate of any of the foregoing persons.
The shareholdings of our directors and officers are set forth below in
the section entitled "Principal Stockholders."
PRINCIPAL STOCKHOLDERS
The following table sets forth certain information regarding
the beneficial ownership of the Company's common stock as of
December 1, 2009, by (a) each person known by the Company to own
beneficially more than 5% of the Company's common stock, (b) each
director of the Company who beneficially owns common stock, and (c)
all officers and directors of the Company as a group. Each named
beneficial owner has sole voting and investment power with respect
to the shares owned.
As of December 1, 2009, there were 98,710,123 shares of common stock
outstanding.
Name and Address of Amount and Nature of Percentage of
Beneficial Owner Position Beneficial Ownership Common Stock (1)
Robert Rosner CEO, 41,498,328 shares (2) 34.95%
21550 Oxnard Street, Secretary,
Suite 300 Director
Woodland Hills,
California 91367
Wataire Ecosafe Shareholder 13,400,000 shares (3) 13.57%
Technologies Inc.
3033 King George Hwy
Suite 24
Surrey, BC Canada
All Directors and 41,498,328 shares 34.95%
Officers
as a group
(1 person)
(1) Based on 98,710,123 shares of common stock outstanding on
December 1, 2009.
(2) In addition to 21,498,328 shares of common stock owned directly,
Mr. Rosner holds debentures convertible into an aggregate of 12,500,000
shares and warrants expiring September 30, 2014 to purchase an
aggregate of 7,500,000 shares of common stock at an exercise price of
$.01 per share. The Company does not have a sufficient number of
authorized but unissued shares of common stock to permit Mr.
Rosner to convert the convertible debenture or exercise the warrants
held by him.
(3) Voting and dispositive power over the shares held of record by
Ecosafe Innotech Inc. (formerly, Wataire Ecosafe Technologies Inc.,
formerly Wataire Industries Inc.) is exercised by its board of
directors.
Beneficial ownership of common stock has been determined for purposes
of the above table in accordance with Rule 13d-3 under the Exchange Act,
under which a person is deemed to be the beneficial owner of securities
if such person has or shares voting power or investment power with
respect to such securities, has the right to acquire beneficial
ownership within 60 days or acquires such securities with the purpose
or effect of changing or influencing the control of the Company. A
person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date of this proxy
statement upon the exercise of warrants or options. Each beneficial
owner's percentage ownership is determined by assuming that options
and warrants that are held by such person (but not those held by any
other person) and that are exercisable within 60 days from the date
of this Proxy Statement have been exercised.
PROPOSAL NO. 1
APPROVE AN AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
THE COMPANY'S COMMON STOCK, PAR VALUE $.0001 PER SHARE, FROM
100,000,000 TO 500,000,000
The Board of Directors of the Company has adopted a resolution
unanimously approving and recommending to the Company's stockholders for
their approval an amendment to the Company's Articles of Incorporation
to provide for an increase of the number of shares of common stock that
the Company is authorized to issue from 100,000,000 to 500,000,000.
As of December 1, 2009, with 100,000,000 shares of common stock
authorized, we had 98,710,123 shares of common stock issued and
outstanding; 7,500,000 shares of common stock are reserved for issuance
upon the exercise of warrants; and 22,825,000 shares of common stock are
reserved for issuance upon conversion of outstanding convertible
Debentures. Therefore, as of December 1, 2009, we have no shares of
common stock available for other corporate purposes. There are currently
no set plans or arrangements relating to the possible issuance of any
additional shares of common stock proposed to be authorized. We are not
party to any agreements or understandings regarding any acquisitions,
nor are any acquisitions under negotiation.
The Board of Directors recommends the proposed increase in the
authorized number of shares of common stock to insure that a sufficient
number of authorized and unissued shares is available (i) to raise
additional capital for the operations of the Company, (ii) to provide
conversion shares for outstanding convertible debentures and warrants,
as described above, and (iii) to make options and shares available to
employees, future non-employee directors and consultants of the Company
as an incentive for services provided to the Company. Such shares would
be available for issuance by the Board of Directors of the Company
without further action by the stockholders, unless required by the
Company's Articles of Incorporation or by the laws of the State of
Washington. Neither the presently authorized shares of common stock
nor the additional shares of common stock that may be authorized
pursuant to the proposed amendment carry preemptive rights.
As of November 27, 2009, with 100,000,000 shares of common stock
authorized, we had 98,710,123 shares of common stock issued and
outstanding, and therefore we had 1,289,877 shares available for
issuance for the corporate purposes described above.
The additional shares of common stock, if issued, would have a
dilutive effect upon the percentage of equity of the Company owned by
present stockholders. The issuance of such additional shares of
common stock might be disadvantageous to current stockholders in that
any additional issuances would potentially reduce per share dividends,
if any. Stockholders should consider, however, that the possible
impact upon dividends is likely to be minimal in view of the fact
that the Company has never paid dividends, has never adopted any
policy with respect to the payment of dividends and does not
intend to pay any cash dividends in the foreseeable future. In
addition, the issuance of such additional shares of common stock,
by reducing the percentage of equity of the Company owned by present
stockholders, would reduce such present stockholders' ability to
influence the election of directors or any other action taken by
the holders of common stock.
If Proposal No. 1 is approved by the Company's stockholders,
the Board of Directors expects to file a Articles of Amendment to the
Company's Articles of Incorporation increasing the number of
authorized shares of common stock as soon as practicable after
the date of the Special Meeting. The Articles of Amendment would
amend Article II of the Company's Articles of Incorporation to read
as set forth in the text of the proposed Amendment to our Articles
of Incorporation attached as Exhibit A to this Proxy Statement.
RECOMMENDATION OF THE BOARD OF DIRECTORS:
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE PROPOSAL TO AMEND
THE ARTICLES OF INCORPORATION.
DISSENTERS' OR APPRAISAL RIGHTS
Under Washington law, our stockholders do not have any dissenters'
or appraisal rights with respect to the approval of the Articles of
Amendment to increase our authorized common stock.
AVAILABILITY OF CERTAIN DOCUMENTS REFERRED TO HEREIN
THIS PROXY STATEMENT AND THE APPENDIX HERETO REFER TO CERTAIN
DOCUMENTS OF THE COMPANY THAT ARE NOT PRESENTED HEREIN OR DELIVERED
HEREWITH. SUCH DOCUMENTS ARE AVAILABLE TO ANY PERSON, INCLUDING ANY
BENEFICIAL OWNER, TO WHOM THIS PROXY STATEMENT IS DELIVERED, UPON ORAL OR
WRITTEN REQUEST, WITHOUT CHARGE, DIRECTED TO ROBERT ROSNER, CHIEF
EXECUTIVE OFFICER, WATAIRE INTERNATIONAL, INC., 21900 BURBANK BLVD., 3RD
FLOOR, WOODLAND HILLS, CA 91367. IN ORDER TO ENSURE TIMELY DELIVERY OF THE
DOCUMENTS, SUCH REQUESTS SHOULD BE MADE BY DECEMBER , 2009.
OTHER MATTERS
The Board of Directors knows of no other business that will be
presented to the Special Meeting. If any other business is properly
brought before the Special Meeting, proxies in the enclosed form will be
voted in respect thereof as the proxy holders deem advisable.
It is important that the proxies be returned promptly and that
your shares be represented. Stockholders are urged to mark, date,
execute and promptly return the accompanying proxy card in the
enclosed envelope.
By Order of the Board of Directors,
/s/ Robert Rosner
Woodland Hills,
California Robert Rosner,
December , 2009 Chairman and Chief Executive Officer
FORM OF PROXY FOR SPECIAL MEETING OF
WATAIRE INTERNATIONAL, INC.
21900 BURBANK BLVD., 3RD FLOOR
WOODLAND HILLS, CA 91367
(877) 602-9895
SOLICITATION ON BEHALF OF THE BOARD OF DIRECTORS OF WATAIRE
INTERNATIONAL, INC.
THE UNDERSIGNED hereby appoint(s) Robert Rosner and ___________,
or either of them, with full power of substitution, to vote at the Special
Meeting of Stockholders of Wataire International, Inc., a Washington
corporation (the "Company"), to be held on January , 2010, at 10:00
A.M., Eastern Standard Time, at______________________, or any adjournment
thereof, all shares of the common stock which the undersigned possess(es)
and with the same effect as if the undersigned was personally present,
as follows:
PROPOSAL (1): APPROVE AMENDMENT TO THE COMPANY'S ARTICLES OF
INCORPORATION TO INCREASE AUTHORIZED COMMON STOCK FROM 100,000,000 SHARES
TO 500,000,000 SHARES.
( ) For ( ) Against ( ) Abstain
PROPOSAL (2): TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE
THE MEETING.
( ) In their discretion, the proxy-holders are ( ) Withhold Authority
authorized to vote upon such other business
as may properly come before the meeting or
any adjournment thereof.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR PROPOSAL (1) AND IN THE
DISCRETION OF THE PROXIES NOMINATED HEREBY ON ANY OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
(Please sign exactly as name appears hereon. If the stock is registered in
the names of two or more persons, then each should sign. Executors,
administrators, trustees, guardians, attorneys and corporate
officers should include their capacity or title.)
Please sign, date and promptly
return this Proxy in the enclosed
envelope.
- ---------------------------------- ------------------------
Signature Date
- ---------------------------------- ------------------------
Signature Date
EXHIBIT A
UBI Number:
Washington Profit Corporation
See attached detailed instructions
( )Filing Fee $30.00
( ) Filing Fee with Expedited Service $50.00
Page 1 of 1
STATE OF WASHINGTON SECRETARY OF STATE
APD
ARTICLES OF AMENDMENT
Chapter 23B.10 RCW
SECTION 1
NAME OF CORPORATION: (as currently recorded with the Office of the
Secretary of State)
Wataire International, Inc.
SECTION 2
AMENDMENTS were adopted on this DATE: January , 2010
SECTION 3
ARTICLES OF AMENDMENT WERE ADOPTED BY: (please check one of the
following)
1:1 Board of Directors (shareholder action was not required)
(X) Duly approved by shareholders in accordance with 23B.10.030
and 23B.10.040 RCW
1:1 Incorporators (shareholder action was not required)
SECTION 4
AMENDMENTS TO ARTICLES ON FILE: (if necessary, attach additional information)
Article II, Section 2.1 Authorized Capital, of the Articles of Incorporation
is amended as set forth in the Attachment.
SECTION 5
EFFECTIVE DATE OF ARTICLES OF AMENDMENT: (please check one of the following)
( ) Upon filing by the Secretary of State
( ) Specific Date: (Specified effective date must be within 90 days
AFTER the Articles of Amendment have been filed by the Office of the
Secretary of State)
SECTION 6
SIGNATURE (see instructions page)
This document is hereby executed under penalties of perjury, and is, to the
best of my knowledge, true and correct.
X
Signature Printed Name/Title Date Phone Number
Profit Corporation - Amendment Washington Secretary of State Revised 02/09
ATTACHMENT
Section 2.1 of Article II is amended to read in its entirety as follows:
2.1. Authorized Capital
The total number of shares that this corporation is authorized to
issue is 520,000,000, consisting of 500,000,000 shares of common stock,
having a par value of $0.0001 per share, and 20,000,000 shares of
Preferred Stock, having a par value of $0.0001 per share. The common
stock is subject to the rights and preferences of the Preferred Stock
as set forth below.
8