UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
SCHEDULE
14A
(RULE
14a-101)
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 o
Check
the
appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional materials
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Soliciting
Material Pursuant to § 240.14a-12
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EESTECH,
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
o Fee
computed on
table below per Exchange Act Rules 14a-6(i)(1) and 0-11
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(1)
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Title
of each class of securities to which transaction
applies:
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(2)
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Aggregate
number of securities to which application applies:
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(3)
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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 is determined):
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(4)
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Proposed
maximum aggregate value of transaction:
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(5)
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Total
fee paid:
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o Fee
paid
previously with preliminary materials:
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o 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:
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(1) Amount
Previously Paid:
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(2) Form
Schedule or Registration Statement No:
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(3) Filing
Party
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(4) Date
Filed
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EESTECH,
INC.
1260
S. Highway 89, Building 1, Suite H-5
Chino
Valley, Arizona 86323
NOTICE
OF SPECIAL MEETING OF STOCKHOLDERS
TO
BE HELD ON OCTOBER 15, 2007
TO
THE STOCKHOLDERS
NOTICE
IS
HEREBY GIVEN that a special meeting of Stockholders of EESTech, Inc., a Delaware
corporation (the "Company"), will be held on October 15, 2007 at 10:00 a.m.,
local time, at the offices of EESTech Australia Pty Ltd, a subsidiary of
the
Company located at 447 Upper Edward Street, Spring Hill, Queensland, Australia,
4000, to consider and act upon a proposal to amend the Company’s Certificate of
Incorporation increasing the number of authorized shares of common stock
from
twenty million (20,000,000) to one hundred million (100,000,000).
The
foregoing item of business is more fully described in the Proxy Statement
accompanying this Notice.
Only
stockholders of record at the close of business on September 13, 2007 are
entitled to notice of and to vote at the special meeting. In the event there
are
not sufficient shares represented for a quorum or sufficient votes to approve
the proposal to amend to the Certificate of Incorporation at the time of
the
special meeting, the special meeting may be adjourned in order to permit
further
solicitation of proxies by the Company. A list of stockholders entitled to
vote
at the special meeting will be available for inspection at the Company's
principal executive offices for a period of ten days prior to the special
meeting and will also be available at the special meeting.
All
stockholders are cordially invited to attend the special meeting in person.
However, to assure your representation at the special meeting, you are urged
to
sign, date, and return the enclosed proxy as promptly as possible in the
enclosed self-addressed envelope. Any stockholder attending the special meeting
may vote in person even if he or she returned a proxy. However, if a
stockholder's shares are held by a broker, bank or other nominee and the
stockholder wishes to vote at the special meeting, the stockholder must obtain
from the record holder a proxy issued in his or her name.
BY
ORDER OF THE BOARD OF DIRECTORS
/s/Murray
Bailey
Murray
Bailey
President
Brisbane,
Queensland, Australia
September
25, 2007
EESTECH,
INC.
1260
S. Highway 89, Building 1, Suite H-5
Chino
Valley, Arizona 86323
PROXY
STATEMENT
INTRODUCTION
The
enclosed proxy is solicited on behalf of the Board of Directors of EESTech,
Inc., a Delaware corporation (the "Company"), for use at the special meeting
of
the Stockholders (the "Special Meeting") to be held on October 15, 2007 at
10:00
a.m. local time, at the offices of EESTech Australia Pty Ltd, a subsidiary
of
the Company located at 447 Upper Edward Street, Spring Hill, Queensland,
Australia, 4000, for the purposes of submitting for stockholder approval
an
amendment (the "Amendment") to the Company's Certificate of Incorporation
to
increase the authorized shares of common stock from twenty million (20,000,000)
to one hundred million (100,000,000) and any postponement or adjournment
thereof.
The
Company intends to begin mailing this proxy statement and accompanying proxy
card on or about September 25, 2007 to
all
stockholders entitled to vote at the special meeting.
If
the
Amendment is approved at the Special Meeting, the Company anticipates that
it
will be filed with the Delaware Secretary of State on or about October 15,
2007.
INFORMATION
CONCERNING SOLICITATION AND VOTING
Record
date and Share Ownership
The
stockholders of record at the close of business on September 13, 2007 (the
"Record Date") are entitled to notice of and to vote at the special meeting.
At
the Record Date, 19,762,358 shares of the Company's Common Stock (the "Common
Stock") were issued and outstanding and held of record by approximately 185
stockholders.
Revocability
of Proxies
Any
proxy
given pursuant to this solicitation may be revoked by the person giving it
at
any time before its use by delivery to the Company (Attention: Ian Hutcheson,
Secretary) of a written notice of revocation or a duly executed proxy bearing
a
later date or by attending the special meeting and voting in
person.
Quorum
and Vote Required
The
required quorum for the transaction of business at the Special Meeting is
a
majority of the votes eligible to be cast by holders of shares of the Company's
Common Stock (the "Voting Capital Stock") issued and outstanding on the Record
Date, accounted for together as a single class. The affirmative vote of the
holders of a majority of the outstanding shares of Voting Capital Stock present
at the Special Meeting and entitled to vote thereat is necessary for approval
of
the Amendment. Each holder of Common Stock is entitled to one vote for each
share held. Abstentions and broker non-votes (which may occur if a beneficial
owner of stock whose shares are held in a brokerage or bank account fails
to
provide the broker or the bank voting instructions as to such shares)
effectively count as votes against the Amendment. Abstentions and broker
non-votes are counted as shares present for the purpose of determining whether
the shares represented at the special meeting constitute a quorum.
Solicitation
The
attached proxy is solicited on behalf of the Board of Directors of the Company.
The cost of soliciting proxies will be borne by the Company. Proxies may
be
solicited by certain of the Company's directors, officers and regular employees,
without additional compensation, in person or by telephone or facsimile.
In
addition, the Company may retain the services of one or more firms to assist
in
the solicitation of proxies, and may reimburse brokerage firms and other
persons
representing beneficial owners of shares for their expenses in forwarding
solicitation materials to such beneficial owners.
Security
Ownership of Certain Beneficial Owners and Management
The
following table sets forth certain information regarding the beneficial
ownership of Common Stock of the Company as of the Record Date, as to (i)
each
entity who is known by the Company to own beneficially more than 5% of the
outstanding shares of Common Stock and (ii) each director and officer of
the
Company:
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Named
and Address of Beneficial Owner
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Murray
Bailey - Chairman of the Board, President, and Director
14
Southern Cross Drive
Cronin
Island, Queensland 4217
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143,610
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*
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Gaylord
Beeson - Director
2038
Wegis Avenue
Bakersfield,
California 93314
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135,000
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*
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Ian
Hutcheson - Company Secretary and Chief Financial Officer
61
Greenford Street
Chapel
Hill, Queensland 4069
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100,000
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*
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Directors
and executive Officers as a group
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378,610
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*
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*Indicates
less than 2%
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Beneficial
ownership is determined in accordance with the rules of the Securities and
Exchange Commission. In computing the number of shares beneficially owned
by a
person and the percentage ownership of that person, shares of common stock
subject to options or warrants held by the person that are currently exercisable
within 60 days are deemed outstanding, while such shares are not deemed
outstanding for purposes of computing the percentage ownership of any other
person. Unless otherwise indicated in the footnotes above the persons and
entities named in the table have sole voting and investment power with respect
to all shares beneficially owned, subject to community property laws where
applicable.
PROPOSAL
NO. 1:
APPROVAL
OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF INCORPORATION INCREASING
THE
NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
At
a
meeting of the Board of Directors held on August 31, 2007, the Board of
Directors unanimously approved, and are recommending to the Company’s
stockholders for approval, the Amendment to the Company’s Certificate of
Incorporation that would increase the number of authorized shares of common
stock from the twenty million (20,000,000) shares presently authorized to
one
hundred million (100,000,000) shares. The Board of Directors has determined
that
this amendment is advisable and in the best interests of the Company and
its
stockholders.
As
approved by the Board of Directors, subject to stockholder approval at the
special meeting, Article FOURTH of the Company’s Certificate of Incorporation
would be amended in its entirety to read as follows:
“FOURTH:
The total number of shares of stock which the corporation shall have authority
to issue is one hundred million (100,000,000). All such shares are to be
with a
par value of $.001 and are to be of one class.”
Reasons
for the Amendment
Currently,
the Company is authorized to issue 20,000,000 shares of common stock. Of
the
20,000,000 shares of common stock authorized, as of the Record Date, there
were
19,762,358 shares of Common Stock issued and outstanding and no shares of
Common
Stock reserved for issuance upon the exercise of outstanding options, including,
without limitation, the benefit plans of the Company. Consequently, the Company
has approximately 337,000 shares of Common Stock available for general corporate
purposes.
The
Company has issued convertible notes totaling USD $500,000.00 as of August
31,
2007 that may be converted to Common Stock at a strike price of USD $0.60
per
share. The right to convert such convertible notes is conditioned upon the
Stockholders approval of the Amendment.
Further,
the Company has obtained a loan of funds equal to USD $1,425,306.00 through
a
convertible loan facility, the outstanding debt of which may be converted
to
Common Stock. The right to convert such loan funds is conditional upon the
Stockholders approval of the Amendment.
As
a
general matter, the Board of Directors does not believe the currently available
number of unissued shares of Common Stock is an adequate number of shares
to
assure that there will be sufficient stock available for issuance in connection
with possible future acquisitions, equity and equity-based financings, possible
future awards under employee benefit plans, stock dividends, stock splits,
and
other corporate purposes. Therefore, the Board of Directors has proposed
the
increase in authorized shares of Common Stock as a means of providing it
with
the flexibility to act with respect to the issuance of Common Stock or
securities exercisable for, or convertible into, Common Stock in circumstances
which it believes will advance the interests of the Company and its stockholders
without the delay of seeking an amendment to the Certificate of Incorporation
at
that time.
The
Board
of Directors is considering, and will continue to consider, various financing
options, including the issuance of Common Stock or securities convertible
into
Common Stock from time to time to raise additional capital necessary to support
future growth of the Company. If stockholders approve the Amendment, then
the
Board of Directors would have more flexibility to pursue opportunities to
engage
in possible future capital market transactions involving Common Stock or
securities convertible into Common Stock, including, without limitation,
public
offerings or private placements of such Common Stock or securities convertible
into Common Stock.
In
addition, the Company’s growth strategy may include the pursuit of further
acquisitions of economically and environmentally sustainable technologies
or
selective acquisitions to expand its product base and geographic markets.
The
Company could also use the additional Common Stock for potential strategic
transactions, including, among other things, acquisitions, spin-offs, strategic
partnerships, joint ventures, restructurings, divestitures, business
combinations and investments.
The
Company is currently evaluating a number of opportunities involving the
commercialization of the Hybrid Coal Gas Turbine (“HCGT”) Technology. The scope
of this technology is discussed in further detail in the Company’s 10-QSB for
the quarter ended June 30, 2007. The Board of Directors believes it is desirable
to have the flexibility to use Common Stock or a combination of cash and
stock
as consideration in potential acquisitions.
The
Company cannot provide assurances that any such transactions will be consummated
on favorable terms or at all, that they will enhance stockholder value, or
that
they will not adversely affect the Company’s business or the trading price of
the Common Stock. Any such transaction may require the Company to incur
non-recurring or other charges and may pose significant integration challenges
and/or management and business disruptions, any of which could materially
and
adversely affect the Company’s business and financial results.
Ability
of the Board to Issue Stock; Certain Issuances Requiring Shareholder
Approval
If
the
Amendment is approved by the stockholders, the additional shares of Common
Stock
authorized by the amendment may be issued for any proper purpose from time
to
time upon authorization by the Board of Directors, without further approval
by
the stockholders unless required by applicable law, rule or regulation,
including, without limitation, rules of any trading market that the Company’s
Common Stock may trade at that time. Shares may be issued for such consideration
as the Board of Directors may determine and as may be permitted by applicable
law.
Interest
of the Directors and Officers of the Company in the
Amendment
On
May 2,
2007, Murray Bailey, who is one of the current Directors of the Company and
who
was a Director of the Company when the Amendment was unanimously approved
by the
Board of Directors, entered into a Consultancy Agreement with the Company
(the
“Bailey Agreement”), whereby Mr. Bailey agreed to serve as a consultant to and
the president of the Company. A copy of the Bailey Agreement, which is
incorporated herein by reference, was filed with the United States Securities
and Exchange Commission by the Company on a Form 8-K dated May 2, 2007. Under
the Bailey Agreement, Mr. Bailey is entitled to receive certain compensation
from the Company, including two hundred fifty thousand (250,000) shares of
Common Stock per annum. Further, as compensation for Mr. Bailey’s past and
current services to the Company, he is entitled to receive two million five
hundred thousand (2,500,000) shares of Common Stock upon the successful
authorization and registration of the additional shares of Common Stock pursuant
to the Amendment. At the time the Board of Directors approved the Amendment,
Mr.
Bailey voted in favor of the Amendment. However, at that time, Mr. Bailey
did
not have any substantial interest, direct or indirect, in the approval of
the
Amendment, other than as a stockholder of the Company.
Also
on
May 2, 2007, Australia Corporation Consulting Pty. Ltd. (“ACC”), a company owned
by Ian Hutcheson, entered into a Consultancy Agreement with the Company (the
“ACC Agreement”), whereby ACC agreed to serve as a consultant to the Company and
provide Mr. Hutcheson to act as the Chief Financial Officer of the Company.
A
copy of the ACC Agreement, which is incorporated herein by reference, was
filed
with the United States Securities and Exchange Commission by the Company
on a
Form 8-K dated May 2, 2007. Under the ACC Agreement, ACC is entitled to receive
certain compensation from the Company, including one hundred fifty thousand
(150,000) shares of Common Stock per annum. Further, ACC is entitled to receive
one million (1,000,000) shares of Common Stock upon the successful authorization
and registration of the additional shares of Common Stock pursuant to the
Amendment. Neither ACC nor Mr. Hutcheson has ever served the Company as a
Director, and neither was involved in the approval of the
Amendment.
Gaylord
Beeson, one of the current Directors of the Company and who was a Director
of
the Company when the Amendment was approved by the Board of Directors does
not
have any substantial interest, direct or indirect, in the approval of the
Amendment, other than as a stockholder of the Company.
Certain
Effects of the Amendment
The
increase in authorized shares of Common Stock is not being proposed as a
means
of preventing or dissuading a change in control or takeover of the Company.
However, use of these shares for such a purpose is possible. Authorized but
unissued or unreserved shares of Common Stock, for example, could be issued
in
an effort to dilute the stock ownership and voting power of persons seeking
to
obtain control of the Company or could be issued to purchasers who would
support
the Board of Directors in opposing a takeover proposal. In addition, the
increase in authorized shares of Common Stock, if approved, may have the
effect
of discouraging a challenge for control or make it less likely that such
a
challenge, if attempted, would be successful. The Board of Directors and
executive officers of the Company have no knowledge of any current effort
to
obtain control of the Company or to accumulate large amounts of Common
Stock.
The
holders of Common Stock are not entitled to preemptive rights with respect
to
the issuance of additional Common Stock or securities convertible into or
exercisable for Common Stock. Accordingly, the issuance of additional shares
of
Common Stock or such other securities might dilute the ownership and voting
rights of stockholders.
The
proposed Amendment does not change the terms of the Common Stock. The additional
Common Stock for which authorization is sought will have the same voting
rights
and liquidation rights, the same rights to dividends and distributions and
will
be identical in all other respects to the Common Stock now
authorized.
If
approved by stockholders, it is anticipated that the Amendment will become
effective upon the filing of a Certificate of Amendment with the Secretary
of
State for the State of Delaware, which filing is expected to occur as soon
as
practicable after the Special Meeting.
THE
BOARD
OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF AN AMENDMENT TO THE
CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK.
STOCKHOLDER
PROPOSALS FOR 2008 ANNUAL MEETING OF STOCKHOLDERS
Any
stockholder proposal intended to be presented at the Annual Meeting of
Stockholders to be held in the first half of the 2008 fiscal year must be
received by the Company’s Secretary at its principal office in Chino Valley,
Arizona, not later than 31 days prior to the date of the Annual Meeting for
inclusion in the Company’s Proxy Statement relating to the 2008 Annual Meeting
of Stockholders. Each proposal submitted should be accompanied by the name
and
address of the stockholder submitting the proposal and the number of shares
of
Common Stock owned. If the proponent is not a stockholder of record, proof
of
beneficial ownership should also be submitted. All proposals must be a proper
subject for consideration and comply with the proxy rules of the
SEC.
If
a
stockholder intends to present a proposal at the Company’s 2008 Annual Meeting
without inclusion of the proposal in the Company’s proxy materials and written
notice of the proposal is not received by the Company on or before the date
31
days prior to the date of such meeting, proxies solicited by the Board of
Directors will confer discretionary authority to vote on the proposal if
presented at the meeting.
OTHER
MATTERS
The
Board
of Directors knows of no other matters to be submitted to the Special Meeting.
In any other matters to properly come before the meeting, then the person
named
in the enclosed form of proxy will vote the shares they represent in such
manner
as the Board of Directors may recommend.
BY
ORDER OF THE BOARD OF DIRECTORS
/s/Murray
Bailey
Murray
Bailey
President
THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
EESTECH,
INC
SPECIAL
MEETING OF STOCKHOLDERS
OCTOBER
15, 2007
The
undersigned stockholder(s) of EESTech, Inc, a Delaware corporation, hereby
acknowledge(s) receipt of the Notice of Special Meeting of Stockholders and
Proxy Statement, each dated September 25, 2007 , and hereby appoints Murray
Bailey (President and Chief Executive Officer) and Ian Hutcheson (Company
Secretary and Chief Financial Officer), or either of them, proxies and
attorneys-in-fact, with full power of substitution, on behalf and in the
name of
the undersigned, to represent the undersigned at the Special Meeting of
Stockholders of EESTech, Inc. to be held on October 15, 2007, at 10:00 a.m.
local time, at the offices of EESTech, Australia Pty Ltd, a subsidiary of
the
Company located at 447 Upper Edward Street, Spring Hill, Queensland, Australia,
4000, and at any adjournment or adjournments thereof. The proxies are to
vote
all shares of common stock of the Company which the undersigned would be
entitled to vote if then and there personally present, as instructed below
and
in accordance with their judgment on all other matters which may properly
come
before the meeting. If no specification is made below, this proxy will be
voted
in favor of the proposal.
THE
DIRECTORS RECOMMEND A VOTE "FOR" PROPOSAL 1
Proposal
to amend the EESTech, Inc. Certificate of Incorporation to increase the number
of authorized shares of common stock of the Company from twenty million
(20,000,000) shares to one hundred million (100,000,000) shares:
o FOR o AGAINST oABSTAIN
and
in
their discretion, upon such other matters which may properly come before
the
meeting or any adjournment or adjournments thereof.
The
shares represented by this proxy when properly executed will be voted in
the
manner directed herein by the undersigned stockholder(s). IF NO DIRECTION
IS
MADE, THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL. If any other matters properly
come before the meeting, the persons named in this proxy will vote, in their
discretion.
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Dated:
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PLEASE
SIGN exactly as your name appears at left
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Joint
owners should each sign. Executors, administrators, Trustees, etc
should
so indicate when signing.
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Address
Change? Mark Box o
Indicate change
at left
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