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AMERIRESOURCE TECHNOLOGIES, INC.
9319 SANTA FE DRIVE
OVERLAND PARK, KANSAS 66212
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 30, 1999
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To Our Shareholders:
A special meeting of shareholders of AmeriResource Technologies, Inc. will be
held on August 30, 1999 at 8:00 a.m. local time at the Company's offices, 9319
Santa Fe Drive, Overland Park, Kansas, for the following purposes:
1. PROPOSAL NO. 1: To elect two directors (Delmar Janovec and Rod Clawson
to the Company's board of directors, each to serve until the next
annual meeting of the shareholders or until their respective successors
are elected and qualified;
2. PROPOSAL NO. 2: To consider and vote on a proposed amendment to the
Company's Certificate of Incorporation to increase the number of
authorized shares of the Company's common stock from 500,000,000 to
1,000,000,000 shares;
3. PROPOSAL NO. 3: To ratify the selection of Crouch, Bierwolf & Chisholm,
Salt Lake City, Utah, as the Company's independent auditors for the
fiscal year ending December 31, 1999;
4. PROPOSAL NO. 4: To transact such other business as may properly come
before the meeting.
The complete text of these proposals and the reasons your directors have
proposed their adoption are contained in the attached Proxy Statement. We urge
you to study them carefully. Whether or not you plan to attend in person, we
urge you to sign, date and return the accompanying Proxy at your earliest
convenience.
PROMPT RETURN OF YOUR PROXY WILL REDUCE THE COMPANY'S EXPENSES IN THIS MATTER.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE NOMINEES AND "FOR"
THESE PROPOSALS. YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. TO BE
SURE THAT YOUR SHARES WILL BE VOTED AT THE MEETING, PLEASE SIGN AND RETURN THE
ENCLOSED PROXY. THIS WILL NOT PREVENT YOU FROM ATTENDING AND VOTING YOUR SHARES
IN PERSON, AS YOUR PROXY IS REVOCABLE AT YOUR OPTION.
Only shareholders of record as shown on the books of the Company at the close of
business on July 12, 1999 (the "Record Date") will be entitled to receive notice
of, or vote at, the special meeting. A list of the Company's shareholders
entitled to notice of, and to vote at, the special meeting will be made
available during regular business hours at the Company's corporate offices at
9319 Santa Fe Drive, Overland Park, Kansas.
BY ORDER OF THE BOARD OF DIRECTORS
Delmar Janovec,
Chairman and CEO
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Preliminary Proxy Statement July 7, 1999
PROXY
AMERIRESOURCE TECHNOLOGIES, INC.
SPECIAL MEETING OF SHAREHOLDERS, AUGUST 30, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Delmar Janovec, Chief Executive Officer
of AmeriResource Technologies, Inc. (the "Company") as proxy, with full power of
substitution, to vote, as directed below, all shares of the Company's Common
Stock held of record by the undersigned as of July 12, 1999, at the Special
Meeting of the Company's shareholders to be held at 9319 Santa Fe Drive,
Overland Park, Kansas, on August 30, 1999, at 8:00 a.m. local time and at any
adjournments thereof.
This proxy, when properly signed and returned to the Company, will be
voted in the manner directed by the undersigned shareholder. If no direction is
given, this proxy will be voted FOR all proposals. The Board of Directors
recommends voting FOR all proposals.
1. Proposal to elect the following to the Company's board of
directors, to serve until the next annual meeting of the
shareholders or until their respective successors are elected
and qualified:
A. Delmar Janovec;
FOR [___] AGAINST [___] ABSTAIN [___]
B. Rod Clawson;
FOR [___] AGAINST [___] ABSTAIN [___]
2. Proposal to approve an amendment to the Company's Certificate
of Incorporation to increase the number of authorized shares
of common stock from 500,000,000 to 1,000,000,000 shares;
FOR [___] AGAINST [___] ABSTAIN [___]
3. Proposal to ratify the selection of Crouch, Bierwolf &
Chisholm, Salt Lake City, Utah, as the Company's independent
auditors for the fiscal year ending December 31, 1999;
FOR [___] AGAINST [___] ABSTAIN [___]
4. The Company does not anticipate that any matter will be
considered at the special meeting other than the proposals
described above. However, if any other matter should properly
come before the meeting, the Proxy is authorized to vote on
such matter according to his/her best
judgment.
FOR [___] AGAINST [___] ABSTAIN [___]
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Please sign exactly as your name appears on your stock certificate. If shares
are held by joint tenants, both should sign. If signing as attorney, executor,
administrator, trustee, or guardian, please give full title. If a corporation or
partnership, please give full entity name and sign by President, authorized
officer, or other authorized person. If your shares are held at a brokerage
house, please indicate its name.
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Signature Signature (if held Jointly)
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Print Name (and title, if applicable) Print Name (and title, if applicable)
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Number of Shares Class of Stock:Common Preferred (A)or(B)
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Name of Brokerage House (if any) Date
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IMPORTANT -- PLEASE SIGN AND RETURN PROMPTLY. NO STAMP IS REQUIRED IF YOU USE
THE ENCLOSED ENVELOPE AND MAIL IT WITHIN THE UNITED STATES.
================================================================================
AMERIRESOURCE TECHNOLOGIES, INC.
9319 SANTA FE DRIVE
OVERLAND PARK, KANSAS, 66212
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SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 30, 1999
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PROXY STATEMENT
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This Proxy Statement is being furnished to shareholders of
AmeriResource Technologies, Inc., a Delaware corporation (the "Company"), in
connection with soliciting proxies on behalf of the Company's Board of
Directors, to be voted at a special meeting of shareholders to be held at 8:00
a.m. on August 30, 1999 at the Company's office at 9319 Santa Fe Drive, Overland
Park, Kansas, telephone number (913) 341-2738. This Proxy Statement and Proxy
form are expected to be mailed to shareholders on or about July 19, 1999.
Only the Company's shareholders of record as of the close of business
on July 12, 1999 will be entitled to vote at the special meeting or at any
adjournment thereof. The solicitation of proxies will be by mail. The Company
will not solicit proxies personally, by telephone or by facsimile; however, the
Company may make a request by telephone, facsimile, or mail strictly limited to
confirming receipt of the proxy materials and requesting the shareholder to sign
and return the proxy solicited by this statement. The Company does not expect to
pay compensation to any party other than its employees and consultants (and then
only their regular salaries plus expenses) for the solicitation of proxies, but
may reimburse brokers, custodians, nominees and fiduciaries for the expense of
forwarding solicitation material and proxies to beneficial owners of their
outstanding stock. The cost of soliciting proxies, not expected to exceed
$15,000, will be borne by the Company.
When proxies are returned to the Company, properly signed and not
revoked, they will be treated as follows: If the proxy is signed with a
preference indicated, the shares represented thereby will be voted accordingly.
Proxies that are signed by shareholders but lacking any specific preference will
be voted in favor of the proposals set forth in the Notice of Meeting and in
favor of electing as directors the nominees listed in this Proxy Statement. The
Company does not anticipate that any matter will be considered at the special
meeting other than the proposals described in the Notice of Meeting, but if any
other matter should properly come before the meeting, Mr. Janovec intends to
vote or act upon such matter according to his best judgment. A shareholder
giving a proxy may revoke it at any time before it is voted at the special
meeting by executing a proxy bearing a later date or by written revocation
addressed to the Corporate Secretary of the Company, at the Company's principal
office at 9319 Santa Fe Drive, Overland Park, Kansas, 66212. A shareholder who
attends the special meeting may, if desired, revoke a previously executed proxy
by voting a ballot at the special meeting. The Board of Directors recommends a
vote FOR all the proposals and nominees discussed in this Proxy Statement.
SHARES OUTSTANDING AND VOTING RIGHTS
At the close of business on July 12, 1999, the record date for deter-
mining shareholders eligible to vote at the special meeting, the Company had
issued and outstanding 494,061,312 shares of common stock, par value $0.0001 per
share (the "Common Stock"). Holders of the Common Stock are entitled to one vote
per share on all issues proposed at the special meeting. On the same date, the
Company had issued and outstanding 2,291,275 shares of Series A preferred stock
and 777,012 shares of Series B preferred stock (collectively, the "Preferred
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Preliminary Proxy Statement July 7, 1999
Stock"). Each share of Preferred Stock may be converted into one share of common
stock. Both types of Preferred Stock (either Series A or B) have equal voting
rights. Holders of shares of Preferred Stock are entitled to one vote per share
on all matters on which the holders of Common Stock are entitled to vote.
A majority of the Company's issued and outstanding Common Stock as of
the record date must be represented in person or by proxy at the special meeting
in order to constitute a quorum for conducting business. Any shares which
abstain from voting will be counted for the purpose of determining a quorum but
will not be counted in calculating votes for a proposal or nominee. Broker
non-votes will not be counted either for determining a quorum or for calculating
the vote on any proposal. Directors shall be elected by a plurality of the votes
of the shares present at the special meeting in person or by proxy. Any
amendment to the Certificate of Incorporation (e.g., to increase authorized
shares) shall be adopted upon receiving the affirmative vote of the holders of a
majority of the Company's stock entitled to vote on the matter. The other
proposals shall be adopted upon receiving the affirmative vote of a majority of
the shares present at the special meeting in person or by proxy.
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PROPOSAL NO. 1
ELECTION OF NOMINEES TO THE BOARD OF DIRECTORS
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The Board of Directors recommends and endorses each of the individuals
named below for election as a director of the Company. If elected, such
individuals will serve until the next annual meeting of shareholders or until
their successors are duly elected and qualified. All nominees are members of the
present Board of Directors.
The by-laws of the Company, as amended, provide that the Board shall
consist of at least two members. The Board of Directors has determined that
there will be two directors of the Company elected at the special meeting.
The Company's directors are not compensated for attending any meeting
of the board of directors.
The Board of Directors has not established audit, compensation, or
nominating committees or any committees performing similar functions.
For each of the two director positions to be filled by election at the
special meeting, the nominee will become (or remain) director who receives the
affirmative vote of a plurality of the votes of the shares present at the
special meeting (either in person or by proxy) and entitled to vote on this
proposal.
The Board recommends a vote FOR each of the nominees listed below. If
before the special meeting the Board should learn that any nominee will be
unable to serve by reason of death, incapacity or other unexpected occurrence,
the proxies that would have been voted for such nominee will be voted for a
substitute nominee as selected by the Board. The Board has no reason to believe
that any of the nominees will be unable to serve.
Information About Nominees
The following information has been furnished to the Company by the
respective nominees for director.
Name Age Position(s) and Office(s)
-------------- ----- ---------------------------
Delmar Janovec 49 Chairman, CEO, and Director
Ron Clawson 42 Director
Delmar A. Janovec has served as a director of the Company since May 12, 1994. On
June 27, 1994, he was appointed President and CEO of the Company. Mr. Janovec,
who is a descendant of the Mdewskanton Wahpakoota and Sisseton-Wahpeton bands
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Preliminary Proxy Statement July 7, 1999
of the Sioux American Indian Tribe, has over twenty years of experience
in the construction industry as a general foreman, superintendent, project
manager, and estimator. For the past fifteen years, he has been the owner
and CEO of Tomahawk Construction Company, a subsidiary of the Company. Mr.
Janovec attended undergraduate studies at Kansas State University.
Rod Clawson has been with the Company since October 1, 1993. Since May of
1995, he has served as Vice President of the Company and President of KLH
Engineers & Constructors, Inc., the Company's engineering subsidiary. On
August 10, 1995, Mr. Clawson was made a director of the Company. Before his
appointment as an officer of the Company, Mr. Clawson served as the
Company's Director of Marketing. Before joining KLH, Mr. Clawson worked as
a manager for other engineering and industrial companies. Mr. Clawson is a
graduate of Regis University.
No compensation exceeding $100,000 was awarded to, earned by, or paid to
any executive officer of the Company during the years 1996 to 1998, with the
possible exception of Delmar Janovec, the Company's CEO for that time. The
following table and accompanying notes provide summary information for each of
the last three fiscal years concerning cash and non-cash compensation paid to or
accrued by Mr. Janovec.
SUMMARY COMPENSATION TABLE
Annual Compensation Long Term Compensation
Awards Payouts
Restricted Securities
Other Annual Stock Underlying LTIP All Other
Name and Principal Salary Bonus Compensation Award(s) Options payouts Compensation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
Delmar Janovec, 1998 81,000(1) - - - - - -
Chief Executive 1997 81,000 - - - - - -
Officer; Director 1996 67,500(2) - - - - - -
Required Vote
Directors shall be elected to the Board of Directors by receiving a
plurality of the votes of the shares present at the special meeting in person or
by proxy and entitled to vote thereon.
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PROPOSAL NO. 2
APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION, INCREASING AUTHORIZED SHARES OF
COMMON STOCK FROM 500,000,000 TO 1,000,000,000
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The Board of Directors unanimously recommends the approval of an
amendment to Article Four of the Company's Certificate of Incorporation, which
would increase in the number of shares of Common Stock which the Company is
authorized to issue from 500,000,000 to 1,000,000,000.
The Board of Directors determined that this amendment is advisable and
should be considered at the special meeting to be held August 30, 1999. The full
text of the proposed amendment to the Certificate of Incorporation is set forth
below. The Company is also currently authorized to issue 10,000,000 shares of
preferred stock, par value
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(1) Accrued; $0.00 actually paid or received.
(2) $67,500 actually paid; another $13,500 was accrued but not yet paid or
received.
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Preliminary Proxy Statement July 7, 1999
$.001 per share. The proposed amendment will not affect this authorization. No
preemptive rights are available in connection with the Common Stock. Pursuant to
the by-laws of the Company, no shareholder has the right to cumulative voting of
their shares.
Purposes and Effects of the Proposed Increase in the Number of Authorized Shares
of Common Stock
The proposed amendment would increase the number of shares of Common Stock
which the Company is authorized to issue from 500,000,000 to 1,000,000,000. The
additional 500 million shares would be a part of the existing class of Common
Stock and, if and when issued, would have the same rights and privileges as the
shares of Common Stock presently issued and outstanding. At July 12, 1999, there
were 494,061,312 shares of Common Stock issued and outstanding.
The Board of Directors believes it is desirable to increase the number of
shares of Common Stock the Company is authorized to issue in order to provide
the Company with adequate flexibility in the future, to satisfy reserve
requirements for its convertible preferred stock, and for general corporate
purposes. The additional Common Stock would be available for sale to raise
capital, for issuance to consultants, or for any other lawful corporate purpose
in the discretion of the Board of Directors. Such purposes may include paying
the necessary obligations, expenses and salaries of the Corporation. In the past
two fiscal years, the Company's revenues have not been sufficient to pay all of
its operating expenses. In the past, the Company has used its Common Stock to
pay certain of its basic operating expenses to remain in business. In order to
continue to meet its basic operating expenses, the Company will require
additional Common Stock. The Company has previously issued 494,061,312 of its
500,000,000 authorized shares; therefore, it is necessary to increase the number
of shares the Company is authorized to issue so that additional stock can be
generated to meet its operating expenses. Such additional stock will be a very
important part of continuing the operations of the Company. The Company has no
present commitments, agreements, or intent to issue additional shares of Common
Stock, other than with respect to currently reserved shares, in connection with
the proposed amendment except for transactions in the ordinary course of the
Company's business, or shares which may be issued under the Company's stock
option or other existing employee benefit plans.
Under Delaware law, the proposed amendment for an increase in the number of
shares the Company is authorized to issue cannot take effect unless shareholders
approve it. The proposed amendment to Article Four would permit the issuance of
additional shares up to the new 1 billion maximum authorization without further
action or authorization by shareholders (except as may be required in a specific
case by law or the Nasdaq Stock Market rules). The holders of the Company's
Common Stock are not entitled to preemptive rights or cumulative voting.
Accordingly, the issuance of additional shares of Common Stock might dilute,
under certain circumstances, the ownership and voting rights of Shareholders.
The proposed increase in the number of shares of Common Stock the Company is
authorized to issue is not intended to inhibit a change in control of the
Company. The availability for issuance of additional shares of Common Stock
could discourage, or make more difficult, efforts to obtain control of the
Company. For example, the issuance of shares of Common Stock in a public or
private sale, merger, or similar transaction would increase the number of
outstanding shares, thereby possibly diluting the interest of a party attempting
to obtain control of the Company. The Company is not aware of any pending or
threatened efforts to acquire control of the Company.
The Board of Directors therefore unanimously recommends a vote FOR approval
of the amendment to the Company's Certificate of Incorporation to increase from
500,000,000 to 1,000,000,000 the number of shares of Common Stock the Company is
authorized to issue.
Text of Proposed Amendment
If approved, Article 4 of the Company's Certificate of Incorporation would
be amended to read as follows:
4
Preliminary Proxy Statement July 7, 1999
4. The aggregate number of shares which this corporation shall have authority
to issue is One Billion (1,000,000,000) shares of $.0001 par value each,
which shares shall be designated "Common Stock;" and Ten Million
(10,000,000) shares of $.001 par value each, which shares shall be
designated "Preferred Stock" and which may be issued in one or more series
at the discretion of the board of directors. In establishing a series the
board of directors shall give to it a distinctive designation so as to
distinguish it from the shares of all other series and classes, shall fix
the number of shares in such series, and the preferences, rights and
restrictions thereof. All shares of any one series shall be alike in every
particular except as otherwise provided by this Certificate of Incorpora-
tion or the General Corporation Law of Delaware.
Required Vote
Approval of the proposed amendment requires the affirmative vote of a
majority of the outstanding stock entitled to vote thereon, and a majority of
the outstanding stock of each class entitled to vote thereon as a class. All
common shares which are entitled to vote and which are represented at the
meeting by properly executed proxies before or at the meeting, and not revoked,
will be voted at the meeting in accordance with the instructions indicated on
such proxies. If no instructions are indicated on a signed proxy, such proxies
will be voted FOR approval of the proposed amendment.
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PROPOSAL NO. 3
RATIFICATION OF BOARD'S SELECTION OF INDEPENDENT AUDITORS
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There were no disagreements between the previous accountant and the Company
on any matter of accounting principles, financial statement disclosure or
auditing scope or procedure.
On April 15, 1999, Crouch, Bierwolf & Chisholm of Salt Lake City, Utah,
audited the balance sheet of AmeriResource Technologies, Inc. and subsidiaries
as of December 31, 1998, and the related consolidated statements of operations,
stockholders' equity, and cash flows for the years ended December 31, 1997 and
1998. There were no disagreements between the previous accountant and the
Company on any matter of accounting principle, financial statement disclosure or
auditing scope or procedure.
Crouch, Bierwolf & Chisholm conducted their audit in accordance with
generally accepted auditing standards. Those standards require that they plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation.
The Company expects that a representative of Crouch, Bierwolf & Chisholm
will attend the special meeting and will be able to make a statement, if he or
she desires to do so, and answer appropriate questions.
The Board of Directors selected Crouch, Bierwolf & Chisholm because of
their familiarity with the firm. Based on reports of the experiences of the
Company's previous in-house attorney, Michael Cederstrom, with this firm, the
Board of Directors believes that Crouch, Bierwolf & Chisholm is well qualified
to serve as the Company's independent auditors. Neither the Company nor any
other person has consulted Crouch, Bierwolf & Chisholm on the application of
accounting principles to a specific completed or contemplated transaction
involving the Company, or the type of audit opinion that might be rendered on
the Company's financial statements.
The Board recommends a vote FOR ratification of Crouch, Bierwolf & Chisholm
as independent auditors for the fiscal year ending December 31, 1999. Although
it is not required to do so, the Board of Directors wishes to
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Preliminary Proxy Statement July 7, 1999
submit the selection of Crouch, Bierwolf & Chisholm to the shareholders for
ratification. If the selection of Crouch, Bierwolf & Chisholm is not ratified,
the Board of Directors will reconsider its selection.
Approval of this Proposal requires the affirmative vote of a majority of
the shares present at the special meeting in person or by proxy.
SHAREHOLDER PROPOSALS FOR THE NEXT ANNUAL MEETING
Shareholder proposals to be presented in the proxy materials relating to
the next annual meeting of shareholders must be delivered to the Corporate
Secretary at the Company's offices at 9319 Santa Fe Drive, Overland Park,
Kansas, 66212, on or before September 30, 1999.
OTHER MATTERS
The Company does not know of any matters that will be considered at the
special meeting other than the proposals described in this Proxy Statement.
However, if any other matters properly come before the special meeting, or any
of its adjournments, the proxy holder intends to vote the shares represented by
the proxies according to his best judgment.
In order to assure the presence of the necessary quorum, please date, sign,
and promptly return the enclosed proxy in the envelope provided. No postage is
required if mailed in the United States. The signing of a proxy by no means
prevents you from attending the meeting and voting your shares in person.
ANNUAL REPORT ON FORM 10-KSB
A copy of the Company's annual report on Form 10-KSB is available online
through the SEC's EDGAR database located at www.sec.gov. The Company will
provide without charge to each shareholder of record as of July 12, 1999, upon
the written request of such person, a copy of the Company's Form 10-KSB for the
year ending December 31, 1998. A copy of any exhibit to the Company's Form
10-KSB may also be obtained from the Company upon written request accompanied by
a check in the amount of $5 for each such exhibit requested. Such written
requests should be sent to the attention of the Corporate Secretary at the
Company's principal office at 9319 Santa Fe Drive, Overland Park, Kansas, 66212.
By order of the Board of Directors,
/s/ Delmar Janovec
----------------------
Delmar Janovec, Chairman and CEO
Overland Park, Kansas
July 6, 1999
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Preliminary Proxy Statement July 7, 1999
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information concerning the ownership
of the Company's Common Stock as of May 14, 1999, with respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
of the Company's Common Stock; (ii) all directors; and (iii) directors and
executive officers of the Company as a group. As of May 14, 1999, there were
494,061,312 shares of Common Stock issued and outstanding.
Common Stock, Name and A |
