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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6
(e)(2))
[X] 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 FRIDAY, NOVEMBER 21, 2003
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
Friday, November 21, 2003, 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, 2004;
3. 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, 2003
(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 17,384,868 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 10, 2003
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
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 21, 2003, 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, 2004;
3. 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 17,384,868 ISSUED AND OUTSTANDING
SHARES OF COMMON STOCK AT SEPTEMBER 30, 2003 (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 17,384,868 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 10, 2003, 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 61 Chairman and Director January 1995
CEO and President October 1999
Elliott N. Taylor 45 Executive Vice President June 2002
James G. Moore, Jr. 55 COO and Vice President August 1999
David P. Martin 61 Vice President Sales November 1999
& Marketing
David K. Griffiths 66 Secretary/Treasurer February 1995
Louis M. Haynie 76 Director July 1997
Henry D. Moyle 74 Director March 1999
Wesley G. Sprunk 66 Director January 2003
Norman H. Tregenza 66 Director April 2003
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 a founder of the Company and currently serves as its
Chairman, President, and C.E.O. Mr. Steinke is also currently the Chairman of
the Board of Directors of Lew Corporation, a composite material designing
company located in Las Vegas, Nevada. From January 1992 to December 1994, Mr.
Steinke 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. Mr. Steinke received a B.A. in Political Science and Economics
from the University of Arizona, Tucson, Arizona, in 1967.
5
Louis M. Haynie was appointed to the Company's Board of Directors in 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 was appointed to the Company's Board of Directors in March
1999. Since 1992, Mr. Moyle has been president and C.E.O. of Silver Lake
Company, and since 1989 has been president and C.E.O. of Brighton Properties,
Inc. From 1970 to 1983, Mr. Moyle was president and C.E.O. of Research
Industries Corporation. Mr. Moyle received a B.A. from Stanford in 1957, and
a J.D. degree from the University of Utah in 1959. Mr. Moyle is the owner of
Sunset Canyon Ranch, raising cattle and racehorses, and serves on the board of
directors of Silver Lake Company, Brighton Properties, Inc., and the Sunset
Medical Corporation.
Wesley G. Sprunk was appointed to the Company's board of directors 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 was appointed to the Company's board of directors in April
2003. Mr. Tregenza 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
-------------------------
In December 2002, we established an Executive Committee 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. Richard A. Steinke, Louis M. Haynie and Henry Moyle
were appointed to serve on the Executive Committee. 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. 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.
In April 2002, four non-officer members of our Board of Directors were each
granted options to acquire 200,000 shares of our restricted common stock at an
exercise price of $4.00 per share. The exercise price per share was set at
approximately 110% of the closing price of the stock on the date the options
were granted. In addition, our Board of Directors have been reimbursed for
reasonable expenses incurred on our behalf.
In December 2001, pursuant to a resolution of the Board of Directors, we
compensated the members of our Board of Directors by issuing each of them
15,000 shares of our restricted common stock in lieu of cash compensation for
board service for the calendar year ending December 31, 2002. The common stock
received by each of them was valued at $30,000, for aggregate board
compensation of $150,000. The value per share was determined by averaging the
closing price for our common stock for the four days previous to the board's
approval. $75,000 was expensed during our fiscal year ended June 30, 2003 and
$75,000 was expensed during our fiscal year ended June 30, 2002.
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. Members of the audit
committee met three times during the fiscal year ended June 30, 2003. In
December 2002, our board established an executive committee consisting of
Richard A. Steinke, Louis M. Haynie and Henry D. Moyle, Jr. Members of the
executive committee met four times during the fiscal year ended June 30, 2003.
Meetings of our Board of Directors
----------------------------------
Our Board of Directors held eight 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.
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, 2004. 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.
7
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 HJ & Associates 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 HJ & Associates that are
reasonably related to the performance of the audit or review of our financial
statements is $385 and $1,856. The services provided related to the review of
registration statements filed during applicable period.
3. Tax Fees. None.
4. All Other Fees. None.
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, 2004. It is intended that in the
absence of contrary specifications, proxies will be voted for the selection of
HJ & Associates, LLC.
8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables set forth as of September 22, 2003 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 17,384,868 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) 1,320,000 7.59
1501 Industrial Road
Boulder City, NV 89005
Common Alan F. Rypinksi (3) 1,010,000 5.49
3101 North Pacific Coast Hwy.
Suite 100 A
Newport Beach, CA 92663
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) 1,320,000 7.59
Common Elliott N. Taylor, Exec. VP (5) 330,860 1.87
Common James Moore, Vice President (6) 80,000 0.46
Common David P. Martin, Vice President (7) 158,629 0.91
Common David K. Griffiths, Sec./Treas. (8) 118,600 0.68
Common Louis M. Haynie, Director (9) 600,000 3.41
Common Henry D. Moyle, Jr. Director (4) 789,000 4.49
Common Wesley G. Sprunk, Director 91,700 0.53
Common Norman H. Tregenza (10) 302,700 1.74
Total Beneficial Ownership of
All Officers and Directors as
a Group (9 persons) 3,791,489 20.77
----------
(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.
9
(3) Includes options to acquire up to 500,000 shares at an exercise price of
$3.00 per share that expire July 31, 2004 and options to acquire an additional
500,000 shares at an exercise price of $3.00 per share that expire July 31,
2005, both owned beneficially and of record by Focus Sales and Marketing,
L.L.C. and of which Mr. Rypinski is a controlling principal.
(4) Includes options to acquire up to 200,000 shares at an exercise price of
$4.00 per share that expire April 01, 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.
(5) Includes options to acquire up to 45,000 shares at an exercise price of
$2.00 per share that expire December 14, 2006; up to 60,000 shares at an
exercise price of $2.00 per share that expire March 31, 2005; and up to
200,000 shares at an exercise price of $4.00 per share that expire June 10,
2007. Also includes 17,000 shares per power of attorney for Lawrence C. Taylor
and 860 shares as custodian for Mr. Taylor's minor children.
(6) Includes options to acquire up to 50,000 shares at an exercise price of
$4.00 per share that expire April 1, 2005 and 20,000 shares at an exercise
price of $2.00 per share that expire March 31, 2005.
(7) Includes options to acquire up to 20,000 shares at an exercise price of
$4.00 per share that expire April 1, 2005 and 20,000 shares at an exercise
price of $2.00 per share that expire March 31, 2005. Also includes 6,000
shares owned beneficially and of record by Peggy Martin, the spouse of David
P. Martin, and of which Mr. Martin may be deemed to have beneficial ownership.
(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 200,000 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 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 shares 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; and 45,650 shares per power of
attorney for Suzanne C. Tregenza.
10
Securities Authorized For Issuance Under Equity Compensation Plans
------------------------------------------------------------------
Equity Compensation Plan Information
As of June 30, 2003 (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 1,416,000 $3.68 383,539
Equity
Compensation
Plans
Not Approved
by Security
Holders (1)(2) 1,050,000 $2.95
--------- -------
2,466,000 $3.37 383,539
========= =======
(1) Includes options to acquire up to 500,000 shares at an exercise price of
$3.00 per share that expire July 31, 2004 and options to acquire an additional
500,000 shares at an exercise price of $3.00 per share that expire July 31,
2005, both owned beneficially and of record by Focus Sales and Marketing,
L.L.C. and issued as compensation in association with product marketing
services.
(2) Includes options to acquire up to 50,000 shares at an exercise price of
$2.00 per share that expire December 14, 2006, issued as compensation for
legal services.
11
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 gives
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 requires
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. Due to our President's relationship with the
Company, the agreement 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.
Involvement in Certain Legal Proceedings
----------------------------------------
On April 28, 2003, a petition for bankruptcy under Chapter 11 of the
Bankruptcy Code was filed 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 serves as
Chairman of the Board of Directors. 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, 2003. 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.
12
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 2004. 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.
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 10, 2003
YOUR VOTE IS IMPORTANT. PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY.
RETURN IT PROMPTLY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE.
[PROXY CARD]
PROXY
AMERITYRE CORPORATION
Annual Meeting of Shareholders
November 21, 2003
(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 Friday, November 21, 2003, 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. 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
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Date:
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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