SCHEDULE 14 A INFORMATION
Proxy Statement Pursuant to Section 14(a)of the Securities Exchange
Act of 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
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 Sec.240.14a-11(c) or Sec.240.14a-12
Amerityre Corporation
--------------------------------------------
(Name of Registrant as Specified in Charter)
John C. Thompson, Esq.
--------------------------------------------------------------------------
(Name of Person(s) Filing the Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] $125 per Exchange Act Rules O-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2)of Schedule 14A.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
(1) Title of each class of securities to which transaction applies: n/a
(2) Aggregate number of Securities to which transaction applies: n/a
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule O-11 (set forth the amount on which the filing fee is
calculated and state how it was determined): n/a
(4) Proposed maximum aggregate value of transaction: n/a
(5) Total fee paid: n/a
[ ] Fee paid previously by written 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 of
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: n/a
(2) Form, Schedule or Registration Statement No.: n/a
(3) Filing: n/a
(4) Date: n/a
AMERITYRE CORPORATION
1501 Industrial Road
Boulder City, Nevada 89005
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MONDAY, NOVEMBER 15, 2004
TO THE SHAREHOLDERS OF AMERITYRE CORPORATION:
The annual meeting of the shareholders (the "Annual Meeting") of Amerityre
Corporation (the "Company") will be held in the Santa Maria Room at the Sunset
Station Hotel and Casino, 1301 West Sunset Road, Henderson, Nevada 89014, on
Monday, November 15, 2004, at 10:00 am, Pacific Time, to:
1. Elect five directors to serve until the expiration of their respective
terms and until their respective successors are elected and qualified;
2. Ratify the selection of HJ & Associates, LLC as the Company's independent
auditor for the Company's fiscal year ending June 30, 2005;
3. Vote on the proposed increase of authorized capital from 25,000,000 shares
of common stock to 40,000,000 shares of common stock;
4. Transact such other business as may properly come before the Annual Meeting
or any adjournment thereof.
The foregoing matters are described in more detail in the accompanying Proxy
Statement.
ONLY SHAREHOLDERS OF RECORD AT THE CLOSE OF BUSINESS ON SEPTEMBER 30, 2004
(THE "RECORD DATE"), ARE ENTITLED TO NOTICE OF AND TO VOTE AT THE ANNUAL
MEETING.
MANAGEMENT ENCOURAGES ALL SHAREHOLDERS TO ATTEND THE ANNUAL MEETING IN PERSON.
ALL HOLDERS OF THE COMPANY'S COMMON STOCK (WHETHER OR NOT THEY EXPECT TO
ATTEND THE ANNUAL MEETING) ARE REQUESTED TO COMPLETE, SIGN, DATE AND PROMPTLY
RETURN THE PROXY ENCLOSED WITH THIS NOTICE.
HOLDERS OF MORE THAN 50% OF THE COMPANY'S 18,722,168 ISSUED AND OUTSTANDING
SHARES OF COMMON STOCK MUST BE REPRESENTED AT THE ANNUAL MEETING TO CONSTITUTE
A QUORUM FOR CONDUCTING BUSINESS. APPROVAL OF THE PROPOSALS DISCUSSED ABOVE
REQUIRES AN AFFIRMATIVE VOTE OF THE MAJORITY OF THE QUORUM.
THE ATTENDANCE AT AND/OR VOTE OF EACH SHAREHOLDER AT THE ANNUAL MEETING IS
IMPORTANT AND EACH SHAREHOLDER IS ENCOURAGED TO ATTEND.
AMERITYRE CORPORATION
BY ORDER OF THE BOARD OF DIRECTORS
/S/Richard A. Steinke
Richard A. Steinke, Chairman of the Board
Boulder City, Nevada
DATED: October __, 2004
2
SPECIAL REQUEST
REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE
FILL IN, SIGN, DATE, AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE SELF-
ADDRESSED, STAMPED ENVELOPE PROVIDED. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
IMPORTANT
If your shares are held in the name of a brokerage firm, nominee, or other
institution, only it may be able to vote your shares. Please promptly contact
the person responsible for your account and give instructions for your shares
to be voted.
Shareholders wishing to make room reservations at the Sunset Station Hotel and
Casino may call 1-888-SUNSET9 for room rates and reservations.
The Sunset Station Hotel and Casino is located on the south side of West
Sunset Road directly across from the Galleria at Sunset in Henderson, Nevada.
[MAP]
3
AMERITYRE CORPORATION
1501 Industrial Road
Boulder City, Nevada 89005
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of Amerityre Corporation
(the "Company") in connection with the solicitation of proxies on behalf of
the management of the Company, to be voted at the annual meeting of the
shareholders (the "Annual Meeting") to be held in the Santa Maria Room at the
Sunset Station Hotel and Casino, 1301 West Sunset Road, Henderson, Nevada
89014, November 15, 2004, at 10:00 am, Pacific Time. The enclosed proxy, when
properly executed and returned in a timely manner, will be voted at the Annual
Meeting in accordance with the directions set forth thereon. If no
instructions are indicated on the enclosed proxy, at the Annual Meeting the
proxy will be voted affirmatively to:
1. Elect five directors to serve until the expiration of their respective
terms and until their respective successors are elected and qualified;
2. Ratify the selection of HJ & Associates, LLC as the Company's independent
auditor for the Company's fiscal year ending June 30, 2005;
3. Vote on the proposed increase of authorized capital from 25,000,000 shares
of common stock to 40,000,000 shares of common stock;
4. Transact such other business as may properly come before the Annual Meeting
or any adjournment thereof.
The enclosed proxy, even though executed and returned to the Company, may be
revoked by the shareholder at any time before it is voted, either by giving a
written notice mailed or delivered to the secretary of the Company, by
submitting a new proxy bearing a later date, or by voting in person at the
Annual Meeting. If the proxy is returned to the Company without specific
direction, the proxy will be voted in accordance with the board of directors'
recommendations as set forth herein.
The entire expense of this proxy solicitation will be borne by the Company.
In addition to this solicitation, in order to ensure that a quorum is
represented at the Annual Meeting, officers, directors, and regular employees
of the Company, who will receive no extra compensation for such services, may
solicit proxies by mail, telephone, or in person.
ONLY HOLDERS OF RECORD OF THE COMPANY'S 18,722,168 ISSUED AND OUTSTANDING
SHARES OF COMMON STOCK AT SEPTEMBER 30, 2004 (THE "RECORD DATE") ARE ENTITLED
TO NOTICE OF AND TO VOTE AT THE ANNUAL MEETING. EACH SHAREHOLDER HAS THE RIGHT
TO ONE VOTE FOR EACH SHARE OF THE COMPANY'S COMMON STOCK OWNED. CUMULATIVE
VOTING IS NOT PROVIDED FOR.
MANAGEMENT ENCOURAGES ALL SHAREHOLDERS TO ATTEND THE ANNUAL MEETING IN PERSON.
ALL HOLDERS OF THE COMPANY'S COMMON STOCK (WHETHER OR NOT THEY EXPECT TO
ATTEND THE ANNUAL MEETING) ARE REQUESTED TO COMPLETE, SIGN, DATE AND PROMPTLY
RETURN THE PROXY FORM ENCLOSED WITH THIS NOTICE. HOLDERS OF MORE THAN 50% OF
THE COMPANY'S 18,722,168 ISSUED AND OUTSTANDING SHARES OF COMMON STOCK MUST BE
REPRESENTED AT THE ANNUAL MEETING TO CONSTITUTE A QUORUM FOR CONDUCTING
BUSINESS. APPROVAL OF THE PROPOSALS DISCUSSED ABOVE REQUIRES AN AFFIRMATIVE
VOTE OF THE MAJORITY OF THE QUORUM.
4
THIS PROXY STATEMENT AND THE ACCOMPANYING PROXY ARE BEING MAILED ON OR ABOUT
OCTOBER 15, 2004, TO ALL SHAREHOLDERS ENTITLED TO VOTE AT THE ANNUAL MEETING.
THE ATTENDANCE AT AND/OR VOTE OF EACH SHAREHOLDER AT THE ANNUAL MEETING IS
IMPORTANT AND EACH SHAREHOLDER IS ENCOURAGED TO ATTEND.
PROPOSAL NO. 1
ELECTION OF BOARD OF DIRECTORS
The following table sets forth the name, age, position, and year first elected
of each current director and executive officer of the Company:
Name Age Position with Company Officer or Director Since
---- --- --------------------- -------------------------
Richard A. Steinke 62 Chairman, Director, CEO January 1995 (1)
Elliott N. Taylor 46 Executive Vice President June 2002
James G. Moore, Jr. 56 COO and VP Operations August 1999
Anders A. Suarez 38 Chief Financial Officer July 2004 (2)
David P. Martin 62 VP Sales and Marketing November 1999 (3)
David K. Griffiths 66 Secretary/Treasurer February 1995
Louis M. Haynie 77 Director July 1997
Henry D. Moyle 74 Director March 1999
Wesley G. Sprunk 67 Director January 2003
Norman H. Tregenza 67 Director April 2003
---------------------
(1) Mr. Steinke became President and CEO in November 1999.
(2) Mr. Suarez was appointed CFO effective July 1, 2004.
(3) Mr. Martin was VP Sales and Marketing through March 31, 2004.
The following persons have been nominated for election as directors of the
Company:
Richard A. Steinke
Louis M. Haynie
Henry D. Moyle
Wesley G. Sprunk
Norman H. Tregenza
Certain biographical information with respect to the nominees for director is
set forth below. Each director, if elected by the shareholders, will serve
for one year and until his or her successor is duly elected and qualified.
Vacancies on the Board during the year may be filled by the majority vote of
the directors in office at the time of the vacancy without action by the
stockholders.
Biographical Information on Nominees
------------------------------------
Richard A. Steinke is our founder and currently serves as our President,
Chairman and Chief Executive Officer. From January 1992 to December 1994, he
served as Chairman and C.E.O. of Alanco Environmental Resources, Inc., a
manufacturer of environmental/pollution control equipment, Salt Lake City,
Utah. From June 1985 to December 1991, he was the Chairman and C.E.O. of UTI
Chemicals, Inc., a developer and manufacturer of urethane chemicals, El Toro,
California. He received a B.A. in Political Science and Economics from the
University of Arizona, Tucson, Arizona, in 1967.
5
Louis M. Haynie has been a member of our board of directors since July 1997.
Mr. Haynie's past board services include, Research Medical, Inc., Salt Lake
City, Utah, the University of Utah Regents Advisory Board, Redwood Land Co.,
Salt Lake City, Utah, and MIS Corporation, Franklin, Tennessee. Mr. Haynie
has a law degree from the University of Utah and has been in the private
practice of law since 1951.
Henry D. Moyle, Jr. has been a member of our board of directors since March
1999. Since 1992, he has been President and C.E.O. of Silver Lake Company,
and formerly President and C.E.O. of Brighton Properties, Inc. From 1970 to
1983, he was President and C.E.O. of Research Industries Corporation. He
received a B.A. from Stanford in 1957, and a J.D. degree from the University
of Utah in 1959. He is the owner of Sunset Canyon Ranch, raising cattle and
racehorses, and serves on the board of directors of Silver Lake Company and
Sunset Medical Corporation.
Wesley G. Sprunk, joined our board in January 2003. Mr. Sprunk owns and
operates Saf-Tee Siping & Grooving, a tire siping equipment manufacturing
company and Tire Service Equipment Mfg. Co., Inc., a manufacturer and marketer
of automotive wheel service equipment and recycling equipment, both located in
Phoenix, Arizona.
Norman H. Tregenza, joined our board in April 2003 and has over 40 years
experience in corporate finance, including 12 years as an investment officer
in the securities division of TIAA-CREF, New York City. Mr. Tregenza co-
founded Tempo Enterprises, Inc. in 1976 to act as a common carrier for Turner
Communication's Superstation's signal to the RCA satellite. Tempo obtained a
listing on the American Stock Exchange in 1986. Before being sold to
Telecommunications, Inc. (TCI) in 1988, Tempo owned several cable TV
companies, radio stations and its own satellite TV network while supplying the
Superstation's signal to approximately 50 million homes. TCI was acquired by
AT&T in 2000. Mr. Tregenza received a B.A. from St. Lawrence University,
Canton, NY, in 1959, and a MBA from NYU in 1963.
Compensation of Directors
-------------------------
On November 21, 2003, at the Annual Meeting of Directors, our board of
directors approved the issuance of 10,000 shares of restricted common stock to
each of our four (4) independent directors as compensation for board services
and related travel expenses for the period from December 2003 to November
2004. The aggregate value of the shares was $244,000, based on a closing price
per share of $6.10 on the date of the approval.
As compensation for serving on the Executive Committee, each non-employee
director who serves as a member of the Executive Committee received a cash
payment of $22,000 for service through December 31, 2003. Members of the
Executive Committee have received no compensation for their service on the
Executive Committee for the period from January 1, 2004 through the date of
this Proxy Statement.
6
Committees of our Board of Directors
------------------------------------
In September 2002, our Board of Directors appointed a three person Audit
Committee consisting of two directors, Louis M. Haynie and Henry D. Moyle,
Jr., and one member of our management, Elliott N. Taylor. Our board of
directors has determined that Mr. Haynie is an "audit committee financial
expert" as defined under new SEC regulations, who is independent of
management. The tasks and responsibilities of the Audit Committee include (i)
the review and discussion of the audited financial statements with management,
(ii) discussing with the independent auditors the matters required to be
discussed by the Statement of Auditing Standards No. 61, as may be modified or
supplemented, and (iii) receiving from auditors disclosure regarding the
auditors' Independence Standards Board Standard No. 1, as may be modified or
supplemented. Members of the audit committee met (3) times during the fiscal
year ended June 30, 2004.
In December 2002, our board established an Executive Committee consisting of
Richard A. Steinke, Louis M. Haynie and Henry D. Moyle, Jr. The Executive
Committee was formed to: (1) review our existing policies and procedures
relating to executive compensation and board compensation, as well as review
management's recommendations regarding changes and/or modifications thereto;
(2) review potential nominees for board membership and make recommendations to
the full board regarding the nominees; (3) review and make recommendations
regarding our short-term and long-term operating plan; and (4) review
management's plans regarding product development, product pricing structure,
product market segments and product marketing strategy and make
recommendations regarding changes and/or modifications thereto.
The Executive Committee meets on an ad hoc basis from time to time as
determined by Mr. Steinke, who serves as chairman of the Executive Committee,
but at least once per month until such time as the Executive Committee is
disbanded or until their successors are duly elected and shall qualify.
Members of the executive committee met twelve (12) times during the fiscal
year ended June 30, 2004.
Meetings of our Board of Directors
----------------------------------
Our Board of Directors held ten (10) meetings during the last fiscal year
(including those meetings conducted by telephone conferencing).
Vote Required
-------------
Election of the proposed slate of nominees requires the approval of a majority
of the Shares present, in person or represented by proxy, and entitled to vote
at the Annual Meeting. The Board of Directors recommends a vote "FOR" all the
nominees. It is intended that in the absence of contrary specifications,
proxies will be voted for the election of the five nominees named above. In
the event any nominee is unable to serve, the proxies will be voted for a
substitute nominee, in any, to be designated by the Board of Directors. The
Board of Directors has no reason to believe that any nominee will be
unavailable.
7
PROPOSAL NO. 2
RATIFY THE SELECTION OF HJ & ASSOCIATES, LLC AS
THE COMPANY'S INDEPENDENT AUDITOR
The Board of Directors has selected HJ & Associates, LLC as the Company's
independent auditor for the fiscal year ending June 30, 2005. To the
knowledge of the Company, at no time has HJ & Associates, LLC had any direct
or indirect financial interest in or any connection with the Company other
than as independent public accountants. It is anticipated that a
representative of HJ & Associates, LLC will be present at the Annual Meeting
and will be provided the opportunity to make a statement, if he desire to do
so, and will be available to respond to appropriate questions.
Audit Fees and Services
-----------------------
1) Audit Fees - The aggregate fees billed us for each of the last two fiscal
years for professional services rendered by our principal accountant for the
audit of our annual financial statements and review of our quarterly financial
statements is $47,595 and $36,165, respectively.
2) Audit-Related Fees - The aggregate fees billed in each of the last two
fiscal years for assurance and related services by our principal accountant
that are reasonably related to the performance of the audit or review of our
financial statements is $0 and $385. The services provided related to the
review of registration statements filed during applicable period.
3) Tax Fees. $1,914 and $0.
4) All Other Fees. $2,519 and $0.
5) Not applicable.
6) Not Applicable.
Vote Required
-------------
Ratification of the Company's independent auditor requires the approval of a
majority of the Shares present, in person or represented by proxy, and
entitled to vote at the Annual Meeting. The Board of Directors recommends a
vote "FOR" the selection of HJ & Associates, LLC as the Company's independent
auditor for the fiscal year ending June 30, 2005. It is intended that in the
absence of contrary specifications, proxies will be voted for the selection of
HJ & Associates, LLC.
PROPOSAL NO. 3
APPROVE AN AMENDMENT TO OUR ARTICLES OF INCORPORATION TO INCREASE THE
AUTHORIZED CAPITALIZATION FROM 25,000,000 SHARES OF COMMON STOCK TO 40,000,000
SHARES OF COMMON STOCK
The Company currently is authorized to issue up to 25,000,000 shares of its
$.001 par value common stock and up to 5,000,000 shares of its $.001 par value
preferred stock. As of the Record Date, there are 18,722,168 shares of common
stock issued and outstanding and no preferred shares issued and outstanding.
8
The board of directors unanimously recommends the increase in authorized
capital from 25,000,000 to 40,000,000 shares. This action is being
recommended to allow the Company the ability to issue additional shares to
fund additional development activities, further capitalize the Company's
operations, and expand marketing and sales programs. In addition, our board
of directors considers it advisable to have shares available for issuance
under existing or future employee benefit plans and for other corporate
purposes. We do not currently have any plans to issue the shares in an
exchange offer, merger, consolidation, acquisition or similar transaction.
The form of the proposed Certificate of Amendment to the Articles of
Incorporation is attached hereto as an exhibit. If the increase in authorized
capital is approved, the Certificate will be filed promptly with the state of
Nevada.
Preferred Stock
---------------
The Company's Articles of Incorporation authorize 5,000,000 shares of
preferred stock. Such preferred stock may be issued in one or more series or
classes, with each series or class having the rights and privileges respecting
voting rights, preferences as to dividends and liquidation, conversion rights,
and other rights of such series as determined by the board of directors at the
time of issuance. Currently there are no shares of preferred stock
outstanding nor have any such shares been designated for issuance.
Common Stock
------------
The Company is currently authorized to issue 25,000,000 shares of common
stock. The holders of the common stock are entitled to one vote per share on
each matter submitted to a vote at any meeting of shareholders. Shares of
common stock do not carry cumulative voting rights and, therefore, a majority
of the shares of outstanding common stock will be able to elect the entire
board of directors and, if they do so, minority shareholders would not be able
to elect any persons to the board of directors. The Company's Articles of
Incorporation and Bylaws provide that a majority of the issued and outstanding
shares of the Company shall constitute a quorum for shareholders' meetings,
except with respect to certain matters for which a different percentage quorum
is required by statute.
Shareholders of the Company have no preemptive rights to acquire additional
shares of common stock or other securities. The common stock is not subject
to redemption and carries no subscription or conversion rights. In the event
of liquidation of the Company, the shares of common stock are entitled to
share equally in corporate assets after satisfaction of all liabilities and
payment of any preferences on preferred stock.
Although the board has no present intention to do so, the board has authority,
without action by or vote of the shareholders, to issue all or part of the
authorized but unissued shares. Any issuance of additional shares will dilute
the percentage ownership interest of the shareholders and may dilute the book
value of the Company's shares.
9
Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. At this date, the Company seeks growth and expansion of
its business through the reinvestment of profits, if any, and does not
anticipate that it will pay dividends in the foreseeable future.
Vote Required
-------------
Approval of an amendment to the articles of incorporation to increase the
authorized capitalization as outlined above requires the approval of a
majority of the shares present, in person or represented by proxy, and
entitled to vote at the Annual Meeting. The Board of Directors recommends a
vote "FOR" the proposal. It is intended that in the absence of contrary
specifications, proxies will be voted for the proposal as outlined above.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth as of September 27, 2004 the name and address
and the number of shares of our Common Stock held of record or beneficially by
each person who held of record, or was known by us to own beneficially, more
than 5% of the 18,722,168 shares of our Common Stock issued and outstanding,
and the name and shareholdings of each director and of all officers and
directors as a group. The information on share numbers and percentage
ownership listed assumes: a) the exercise of options by the beneficial owner
(all included options are currently exercisable); and b) a corresponding
increase in the number of shares issued and outstanding.
Security Ownership of Certain Beneficial Owners
-----------------------------------------------
Title
of Name and Address Amount and Nature of Percentage
Class Beneficial Owner Beneficial Ownership(1) of Class
----- ---------------- -------------------- ----------
Common Richard A. Steinke (2) 1,485,000 7.93
1501 Industrial Road
Boulder City, NV 89005
Common Centurion Holdings, LLC (3) 1,300,000 6.49
375 Park Avenue, Suite 2008
New York, NY 10152
Common Lee Iacocca (4) 1,000,000 5.07
1501 Industrial Road
Boulder City, NV 89005
[Table and Footnotes continue on the next page]
10
Security Ownership of Management of the Company
-----------------------------------------------
Title
of Name and Position of Amount and Nature of Percentage
Class Officer and/or Director Beneficial Ownership(1) of Class
----- ----------------------- -------------------- ----------
Common Richard A. Steinke, CEO/Pres. (2) 1,485,000 7.93
Common Elliott N. Taylor, Exec. VP (5) 338,860 1.79
Common Anders A. Suarez, CFO (6) 40,900 0.22
Common James Moore, Vice President (7) 58,071 0.31
Common David K. Griffiths, Sec./Treas. (8) 115,383 0.61
Common Louis M. Haynie, Director (9) 560,500 2.98
Common Henry D. Moyle, Jr. Director (10) 775,000 4.12
Common Wesley G. Sprunk, Director 101,700 0.54
Common Norman H. Tregenza, Director (11) 312,700 1.67
Total Beneficial Ownership of
All Officers and Directors as
a Group (9 persons) 3,788,114 19.67
(1) All shares owned directly are owned beneficially and of record and such
shareholder has sole voting, investment, and dispositive power, unless
otherwise noted.
(2) Includes 455,000 shares owned beneficially and of record by Gemini Funding
Services Profit Sharing Account, of which Richard A. Steinke is the principal
beneficiary and 800,000 shares owned beneficially and of record by S102
Irrevocable Trust, for which Richard A. Steinke is the trustee.
(3) Represents options to acquire 1,300,000 shares at an exercise price of
$7.00 per share that expire September 12, 2009.
(4) Represents options to acquire 1,000,000 shares at an exercise price of
$7.00 per share that expire September 12, 2009.
(5) Includes options to acquire up to 200,000 shares at an exercise price of
$4.00 per share that expire June 10, 2007. Also includes 25,000 shares per
power of attorney; 20,692 shares as custodian for Mr. Taylor's minor children;
and 80,918 shares as trustee for family trusts.
(6) Includes options to acquire up to 30,000 shares at an exercise price of
$3.80 per share that expire September 30, 2006.
(7) Includes options to acquire up to 50,000 shares at an exercise price of
$4.00 per share that expire April 1, 2005.
(8) Includes options to acquire up to 25,000 shares at an exercise price of
$4.00 per share that expire April 1, 2005 and 30,000 shares at an exercise
price of $2.00 per share that expire March 31, 2005.
(9) Includes options to acquire up to 103,000 shares at an exercise price of
$4.00 per share that expire April 1, 2005. Also includes 2,000 shares owned
beneficially and of record by Gae B. Haynie, spouse of Louis M. Haynie, of
which Mr. Haynie may be deemed to have beneficial ownership.
(10) Includes options to acquire up to 100,000 shares at an exercise price of
$4.00 per share that expire April 1, 2005. Also includes 55,000 shares owned
beneficially and of record by Vickie L. Moyle, spouse of Henry B. Moyle, and
11,000 shares owned beneficially and of record by a minor child, all of which
Mr. Moyle may be deemed to have beneficial ownership.
(11) Includes 13,000 shares held in an IRA, of which Mr. Tregenza is a
beneficiary; 40,000 shares held of record by Norman H. Tregenza IV Trust,
dated 9/26/86, Richard R. Keller trustee; 56,650 per power of attorney for
Norman A. Tregenza; 20,000 shares held in an IRA, of which Alyce B. Tregenza,
the spouse of Mr. Tregenza is the beneficiary; 5,000 shares per power of
attorney for Alyce B. Tregenza; 45,650 shares per power of attorney for
Suzanne C. Tregenza.
11
Securities Authorized For Issuance Under Equity Compensation Plans
------------------------------------------------------------------
Equity Compensation Plan Information
As of June 30, 2004 (Fiscal Year End)
Number of Securities
Number of Weighted remaining available
Securities to be average exercise for future issuance
issued upon exercise price of under equity compen-
of outstanding outstanding plans (excluding
options, warrants options, warrants securities reflected
Plan and rights and rights in column (a))
Category (a) (b) (c)
------------ --------------------- ------------------ --------------------
Equity
Compensation
Plans
Approved by
Security
Holders 1,422,000 $3.90 148,239
Equity
Compensation
Plans
Not Approved
by Security
Holders (1) 500,000 $3.00
--------- -------
1,922,000 $3.66 148,239
========= =======
(1) Includes options to acquire up to 500,000 shares at an exercise price of
$3.00 per share that expire July 31, 2005, owned beneficially and of record by
Focus Sales and Marketing, L.L.C. and issued as compensation in association
with product marketing services.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Technology License Agreement
----------------------------
On October 29, 1999, we entered into an exclusive license agreement with our
President, Richard A. Steinke, and two unrelated parties to license certain
intellectual property rights known as "Apparatus for Making Foam Products" and
"Method for Making Polyurethane Tires with an Outer Skin" embodied in United
States Patent No.'s 4,943,223 and 4,855,096, respectively. The agreement gave
us an exclusive license to use, sell, license, or otherwise exploit the
technology worldwide in exchange for a royalty of $0.25 of the net selling
price for all units produced utilizing the technology. The agreement required
us to meet certain minimum production/royalty requirements. However, in
October 2002, this agreement was amended to eliminate the provision requiring
us to maintain minimum sales or royalties and restricting the royalty
provision to those units produced and sold having a final production weight in
excess of two (2) pounds. Effective July 1, 2004, the Agreement was amended to
12
eliminate the royalty altogether in exchange for 15,000 shares of the
Company's restricted common stock as a one-time payment to the licensees for
their assignment and transfer of the technology to the Company. The closing
price of the Corporation's common stock as quoted on the OTC Bulletin Board on
July 1, 2004 was $9.75 per share, for a value of $146,250. The expense
associated with the acquisition of the technology will be amortized over the
remain life of the applicable patents. Due to our President's relationship
with us, the agreement and the related amendments cannot be considered to have
been negotiated at arm's length.
Other Agreements
----------------
In June 2002, we entered into an agreement with Taylor and Associates, Inc.,
our SEC counsel ("Taylor and Associates"), whereby, in consideration for our
employment of Elliott Taylor as our Executive Vice President, we agreed to
compensate Taylor and Associates for the potential financial detriment it
might incur as the result of Mr. Taylor's employment by us. Mr. Taylor had
been the principal attorney for Taylor and Associates since 1993. We have
agreed to pay Taylor and Associates $2,750 per month for a period of 24
months, commencing on June 30, 2002 and continuing through May 31, 2004. At
June 30, 2004, all amounts due under this arrangement were paid in full.
Involvement in Certain Legal Proceedings
----------------------------------------
On April 28, 2003, a petition for bankruptcy under Chapter 11 of the
Bankruptcy Code was filled in the United States Bankruptcy Court, District of
Nevada, Case No. 03-15079 (the "Petition"), concerning Lew Corporation, a
Nevada corporation, Corporation, in which Richard A. Steinke served as
Chairman of the Board of Directors. The Petition was withdrawn in January
2004. We are not a creditor in this action.
FINANCIAL AND OTHER INFORMATION
The Company's most recent audited financial statements and other information
are contained in the Company's annual report on Form 10-KSB for the period
ending June 30, 2004. Such reports once filed, are available to shareholders
upon written request addressed to the Company at the Company's executive
offices, or on the Securities and Exchange Commission's EDGAR web site at
http://www.sec.gov.
SHAREHOLDER PROPOSALS
No proposals have been submitted by shareholders of the Company for
consideration at the Annual Meeting. It is anticipated that the next annual
meeting of shareholders will be held during November 2005. Shareholders may
present proposals for inclusion in the Company's Proxy Statement to be mailed
in connection with the next annual meeting of shareholders of the Company,
provided such proposals are received by the Company no later that 90 days
prior to such meeting, and are otherwise in compliance with applicable laws
and regulations and the governing provisions of the articles of incorporation
and bylaws of the Company.
13
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
Our common stock is registered pursuant to Section 12(g) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in connection
therewith, it is the responsibility of our directors, officers, and beneficial
owners of more than 10% of our common stock to file on a timely basis certain
reports under Section 16 of the Exchange Act as to their beneficial ownership.
To the best of our knowledge, no such persons failed to file on a timely basis
any reports required pursuant to Section 16 of the Exchange Act, as of June
30, 2004.
CODE OF ETHICS
We have adopted a Code of Ethics that applies to our principal executive
officer, principal financial officer and other financial employees. The Code
of Ethics is posted on our website www.amerityre.com.
OTHER MATTERS
Management does not know of any business other than referred to in the Notice
which may be considered at the meeting. If any other matters should properly
come before the Annual Meeting, such matters will be properly addressed and
resolved and those in attendance will vote on such matters in accordance with
their best judgment.
AMERITYRE CORPORATION
BY ORDER OF THE BOARD OF DIRECTORS
/S/ Richard A. Steinke
Richard A. Steinke, Chairman of the Board
Boulder City, Nevada
October __, 2004
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY.
RETURN IT PROMPTLY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE.
14
CERTIFICATE OF AMENDMENT
TO THE ARTICLES OF INCORPORATION
OF
AMERITYRE CORPORATION
We, the undersigned, Richard A. Steinke, President, and David K. Griffiths,
Secretary/Treasurer, of American Tire Corporation, a Nevada corporation
hereinafter referred to as the "Corporation," hereby certify:
FIRST: The name of the Corporation is AMERITYRE CORPORATION
SECOND: The following amendment to the Articles of Incorporation was duly
adopted pursuant to the majority vote of the shareholders of the Corporation
at the annual meeting of shareholders held on November 15, 2004, pursuant to
NRS 78.385.
THIRD: The Corporation shall have the authority to issue a total of
45,000,000 shares, consisting of 5,000,000 shares of preferred stock having a
par value of $0.001 per share (hereinafter referred to a "Preferred Stock")
and 40,000,000 shares of common stock, par value $0.001 per share (hereinafter
referred to as "Common Stock").
FOURTH: The number of shares outstanding and entitled to vote on an
amendment to the Articles of Incorporation is 18,722,___.
FIFTH: The aforesaid change and amendment has been approved by shareholders
holding _,___,___ shares, which amount constitutes a majority of the issued
and outstanding shares entitled to vote thereon in accordance with NRS 78.390.
IN WITNESS WHEREOF, the foregoing Certificate of Amendment has been executed
this 15th day of November 2004.
/S/ Richard A. Steinke
Richard A. Steinke, President
/S/ David K. Griffiths
David K. Griffiths, Secretary/Treasurer
[PROXY CARD]
PROXY
AMERITYRE CORPORATION
Annual Meeting of Shareholders
November 15, 2004
(This Proxy is Being Solicited by the Board of Directors)
The undersigned hereby appoints Richard A. Steinke and Elliott N. Taylor, and
each of them, proxies, with full power of substitution, to vote the voting
shares of Amerityre Corporation (the "Company"), which the undersigned is
entitled to vote at the annual meeting of shareholders of the Company (the
"Annual Meeting") to be held Monday, November 15, 2004, at 10:00 am Pacific
Time in the Santa Maria Room at the Sunset Station Hotel and Casino, 1301 West
Sunset Road, Henderson, Nevada 89014, or any adjournment(s) thereof, such
proxies being directed to vote as specified below. If no instructions are
specified, such proxy will be voted "FOR" each proposal.
To vote in accordance with the Board of Directors' recommendations, sign
below. The "FOR" boxes may, but need not, be checked. To vote against any of
the recommendations, check the appropriate box(es) marked "AGAINST" below. To
withhold authority for the proxies to vote for any of the recommendations,
check the appropriate box(es) marked "WITHHOLD AUTHORITY" below.
The Board of Directors recommends votes "FOR" the following proposals, each of
which has been proposed by the Board of Directors:
1. Elect each of the following nominees as directors to serve until the
expiration of their respective terms and until their respective successors are
elected and qualified. To vote against any individual nominee, strike a line
through such nominee's name. To withhold your vote for any individual nominee,
strike a line through such nominee's name and circle the name;
Richard A Steinke Henry D. Moyle Louis M. Haynie
Wesley G. Sprunk Norman H. Tregenza
FOR [ ] AGAINST [ ] WITHHOLD AUTHORITY [ ]
2. Consider and act upon the ratification of the appointment of HJ &
Associates as independent public accountants; and
FOR [ ] AGAINST [ ] WITHHOLD AUTHORITY [ ]
3. Vote on the proposed increase of authorized capital from 25,000,000 shares
of common stock to 40,000,000 shares of common stock;
FOR [ ] AGAINST [ ] WITHHOLD AUTHORITY [ ]
4. Transact such other business as may properly come before the Annual Meeting
or any adjournment thereof.
FOR [ ] AGAINST [ ] WITHHOLD AUTHORITY [ ]
PLEASE PRINT YOUR NAME AND SIGN EXACTLY AS YOUR NAME APPEARS IN THE RECORDS OF
THE COMPANY. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. IF
YOUR SHARES ARE HELD AT A BROKERAGE HOUSE, PLEASE INDICATE IN THE SPACE
PROVIDED THE NAME OF THE BROKERAGE HOUSE AND THE NUMBER OF SHARES HELD.
Name of Brokerage Number of Shares
House [If Applicable] Beneficially Held
------------------- -----------
Date:
----------------------- --------------------------
Signature Signature (if held jointly)
PLEASE MARK, SIGN, DATE, AND RETURN PROMPTLY, USING THE ENCLOSED ENVELOPE, TO:
INTERWEST TRANSFER CO., P.O. Box 17136, Salt Lake City, UT 84117