UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Schedule 14A
Proxy Statement pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential for use of the Commission
[X] Definitive Proxy Statement only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) of ss.240.14a-12
ONSCREEN TECHNOLOGIES, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Not applicable
Payment of Filing Fee (Check the appropriate box):
[X] No Fee Required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11: (set forth the amount in which the
filing fee is calculated and state how it was determined).
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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ONSCREEN TECHNOLOGIES, INC.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To be held Thursday June 29, 2006, 9:00 a.m., PDT
The Hotel Vintage Plaza
Tuscany A Room, 2nd Floor
422 SW Broadway
Portland, OR 97205
To: The Shareholders of OnScreen Technologies, Inc.
We will hold a Special Meeting of Shareholders (the "Special Meeting") of
OnScreen Technologies, Inc. on Thursday June 29, 2006, 9:00 a.m., PDT at The
Hotel Vintage Plaza, Tuscany A Room, 2nd Floor, 422 SW Broadway, Portland, OR
97205 for the purpose of amending the Article of Incorporation of OnScreen
Technologies, Inc. to increase the authorized number of Common Shares from
150,000,000 to 200,000,000.
This item of business is more fully described in the proxy statement
accompanying this notice. The Board of Directors has fixed the close of business
on May 4, 2006 as the record date for the determination of shareholders entitled
to receive notice of, and to vote at, the Special Meeting. For a period of at
least ten days prior to the Special Meeting, a complete list of shareholders
entitled to vote at the Special Meeting will be open to examination by any
shareholder during ordinary business hours at the offices of the Company, 600 NW
14th Avenue, Suite 100, Portland, Oregon 97209.
All shareholders are cordially invited to attend the Special Meeting. However,
to assure your representation at the Special Meeting, we ask that as promptly as
possible you mark, sign, date, and return the enclosed proxy card in the postage
prepaid envelope enclosed for that purpose. YOUR STOCK WILL BE VOTED IN
ACCORDANCE WITH THE INSTRUCTIONS YOU GIVE IN YOUR PROXY. YOUR PROXY MAY BE
REVOKED AT ANY TIME BEFORE IT IS VOTED BY SIGNING AND RETURNING A PROXY BEARING
A LATER DATE FOR THE SAME SHARES, BY FILING WITH THE SECRETARY OF THE COMPANY A
WRITTEN REVOCATION BEARING A LATER DATE OR BY ATTENDING AND VOTING IN PERSON AT
THE SPECIAL MEETING.
By Order of the Board of Directors
/s/ Charles R. Baker
-------------------------
Charles R. Baker,
Chairman of the Board and
Chief Executive Officer
Portland, Oregon
May 19, 2006
WE URGE YOU TO SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD(S) WHICH IS
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AS SOON AS POSSIBLE, EVEN IF YOU
ARE CURRENTLY INTENDING TO ATTEND THE MEETING. THIS WILL NOT PREVENT YOU FROM
VOTING IN PERSON, BUT WILL ASSURE THAT YOUR VOTE IS COUNTED IF YOU ARE UNABLE TO
ATTEND THE MEETING.
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ONSCREEN TECHNOLOGIES, INC.
PROXY STATEMENT
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors of OnScreen Technologies, Inc. (the "Company") for use
at the Special Meeting of Stockholders to be held on Thursday June 29, 2006,
9:00 a.m., PDT at The Hotel Vintage Plaza, Tuscany A Room, 2nd Floor, 422 SW
Broadway, Portland, OR 97205 or at any postponements or adjournments thereof.
Your vote at the Special Meeting is important to us. Please vote your shares of
OnScreen Technologies, Inc. stock by completing the enclosed proxy card and
returning it in the enclosed envelope. The approximate date on which this Proxy
Statement and the accompanying proxy card will be mailed to stockholders is May
19, 2006.
GENERAL INFORMATION ABOUT THE SPECIAL MEETING
WHAT IS THE PURPOSE OF THE SPECIAL MEETING?
At our Special Meeting, stockholders will act upon the matter outlined in the
notice of meeting on the cover page of this Proxy Statement, amending the
Article of Incorporation of OnScreen Technologies, Inc. to increase the
authorized number of common shares from 150,000,000 to 200,000,000.
WHO IS ENTITLED TO VOTE?
Only stockholders of record at the close of business on May 4, 2006, the record
date for the meeting, are entitled to receive notice of and to participate in
the Special Meeting. If you were a stockholder of record on that date, you will
be entitled to vote all of the shares that you held on that date at the Special
Meeting, or any postponements or adjournments of the meeting. Each outstanding
share of Common Stock owned by you on the record date entitles you to one vote
on the matter considered at the Special Meeting. The enclosed proxy card shows
the number of shares owned by you as of the record date.
WHO MAY ATTEND THE SPECIAL MEETING?
All stockholders of record as of the record date, or their duly appointed
proxies, may attend the meeting.
WHAT CONSTITUTES A QUORUM?
The presence at the Special Meeting, in person or by proxy, of the holders of
one third of the aggregate voting power of the Common and Preferred Stock
outstanding on the record date will constitute a quorum. Each share of Common
Stock and each share of Series A Convertible Preferred Stock is entitled to one
vote and each share of Series B Convertible Preferred Stock is entitled to 1,000
votes. As of the close of business on May April 30, 2006, 111,823,219 shares of
Common Stock and 1,986,713 shares of Series A Convertible Preferred Stock and
500 shares of Series B Convertible Preferred Stock were outstanding and entitled
to vote at the Special Meeting. Unless otherwise indicated, all references
herein to percentages of outstanding shares of stock are based on such numbers
of shares outstanding. Shares entitled to vote are referred to hereafter as
"Voting Shares".
HOW DO I VOTE?
If you complete and properly sign the accompanying proxy card and return it,
your shares of Stock will be voted as you direct. If you are a registered
stockholder and attend the meeting, you may deliver your completed proxy card in
person. "Street name" stockholders who wish to vote at the meeting will need to
obtain a proxy form from the institution that holds their shares.
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MAY I CHANGE MY VOTE AFTER I RETURN MY PROXY CARD?
Yes, even after you have submitted your proxy, you may revoke or change your
vote at any time before the proxy is exercised by providing William F. Clough,
Esq., our Corporate Secretary, either a written notice of revocation or a duly
executed proxy bearing a later date. The powers of the proxy holders will be
suspended if you attend the Special Meeting in person and so request, although
attendance at the meeting will not by itself revoke a previously granted proxy.
WHAT ARE THE BOARD'S RECOMMENDATIONS?
Unless you give other instructions on your proxy card, the persons named as
proxy holders on the proxy card will vote in accordance with the recommendations
of the Company's Board of Directors. The Board's recommendation is to vote in
favor of the amendment to the Articles of Incorporation to increase the number
of authorized shares from 150,000,000 to 200,000,000.
WHAT VOTE IS REQUIRED TO APPROVE THE PROPOSED AMENDMENT?
The affirmative vote of a plurality of the votes cast at the Special Meeting is
required for amending the Article of Incorporation of OnScreen Technologies,
Inc. to increase the authorized number of common shares from 150,000,000 to
200,000,000. A properly executed proxy marked "Abstain" will not be voted with
respect to the proposed amendment, although it will be counted for purposes of
determining whether there is a quorum. Voting Shares represented by properly
executed proxies for which no instruction is given will be voted "FOR" amending
the Article of Incorporation of OnScreen Technologies, Inc. to increase the
authorized number of common shares from 150,000,000 to 200,000,000. An
abstention will have the effect of a negative vote.
If you hold your shares in "street name" through a broker or other nominee, your
broker or nominee may not be permitted to exercise voting discretion with
respect to the matter to be acted upon. Thus, if you do not give your broker or
nominee specific instructions, your shares may not be voted on those matters and
will not be counted in determining the number of shares necessary for approval.
Shares represented by such "broker non-votes" will, however, be counted in
determining whether there is a quorum.
WHAT IF OTHER MATTERS COME UP AT THE SPECIAL MEETING?
Aside from the amending the Article of Incorporation of OnScreen Technologies,
Inc. to increase the authorized number of common shares from 150,000,000 to
200,000,000, the Board of Directors knows of no other maters to be presented at
the Special Meeting. If any other matter should be presented at the meeting upon
which a vote properly may be taken, the shares represented by the proxy holders
will be voted in the discretion of the proxy holders.
PROPOSALS BY SHAREHOLDERS
We are not aware of any matters to be voted on at the Special Meeting except the
proposed amendment to the Articled of Incorporation listed on the accompanying
notice of Special Meeting of shareholders. The accompanying proxy gives
discretionary authority to the persons named to vote the shares in their best
judgment if any other matters are properly brought before the Special Meeting.
WHAT IF THE SPECIAL MEETING IS POSTPONED?
If the Special Meeting is postponed or adjourned for any reason, at any
subsequent reconvening of the Special Meeting, all proxies will be voted in the
same manner as the proxies would have been voted at the original convening of
the Special Meeting, except for any proxies that have at that time effectively
been revoked or withdrawn, notwithstanding that they may have been effectively
voted on the same or any other matter at a previous meeting.
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WHO PAYS FOR THIS PROXY SOLICITATION?
We do. The proxies being solicited in connection with this Proxy Statement are
being solicited by the Board of Directors and the costs will be borne by the
Company. In addition to sending you these materials, some of our employees may
contact you by telephone, by mail, or in person. None of these employees will
receive any extra compensation for doing this. We will, upon request, reimburse
brokerage firms and others for their reasonable expenses in forwarding
solicitation material to the beneficial owners of our stock.
SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of our Voting Shares as of the date of this filing by: (i) each
shareholder known by us to be the beneficial owner of 5% or more of the
outstanding Voting Shares, (ii) each of our directors and executives and (iii)
all directors and executive officers as a group. Except as otherwise indicated,
we believe that the beneficial owners of the Voting Shares listed below, based
on information furnished by such owners, have sole investment and voting power
with respect to such shares, subject to community property laws where
applicable. Shares of common stock issuable upon exercise of options and
warrants that are currently exercisable or that will become exercisable within
60 days of filing this document have been included in the table.
BENEFICIAL INTEREST TABLE
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Common Stock Series A Convertible Series B Convertible
Preferred Stock Preferred Stock
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Percent Percent Percent Percent of
Name and Address of of Class of Class of Class all Voting
Beneficial Owner (1) Number (2) Number (3) Number (4) Securities (5)
-------------------------------------------------------------------------------------------------------------------------
Brad Hallock (6) 8,073,490 7.21% - - - - 7.05%
John Thatch (7) 2,531,814 2.26% 211,221 10.63% - - 2.40%
William Clough (8) 1,583,154 1.41% - - - - 1.38%
Russell Wall (9) 1,691,493 1.50% - - - - 1.47%
Mark Chandler (10) 1,366,667 1.21% 903,726 45.49% 500 100.00% 2.41%
Charles Baker (11) 2,100,000 1.84% - - - - 1.80%
John Rouse (12) 6.153,170 5.50% 5.38%
Walter Miles (13) 10.000.000 8.94% 8.75%
Stephen Hallock (14) 8.224.627 7.22% 7.49%
Kjell H. Qvale (15) 7,500,000 6.71% 6.56%
Maryatha Miller - - 210,000 10.57% - - *
Richard S. Kearney - - 150,000 7.55% - - *
Officers, Directors,
executives as group 23,499,788 20.32% 1,114,947 56.12% 500 100.00% 21.26%
* Less than 1 percent
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(1) Except as otherwise indicated, the address of each beneficial owner is c/o
OnScreen Technologies, Inc., 600 NW 14th Avenue, Suite 100, Portland,
Oregon 97209.
(2) Calculated on the basis of 70,623,219 shares of common stock issued and
outstanding at March 31, 2006 and 41,200,000 shares of common stock
issuable at March 31, 2006 except that shares of common stock underlying
options and warrants exercisable within 60 days of the date hereof are
deemed to be outstanding for purposes of calculating the beneficial
ownership of securities of the holder of such options or warrants. This
calculation excludes shares of common stock issuable upon the conversion
of Series A Preferred Stock.
(3) Calculated on the basis of 1,986,718 shares of Series A Preferred Stock
issued and outstanding at March 31, 2006.
(4) Calculated on the basis of 500 shares of Series B Preferred Stock issued
and outstanding at March 31, 2006.
(5) Calculated on the basis of an aggregate of 111,823,219 shares of common
stock with one vote per share, 1,986,718 shares of Series A Preferred
Stock with one vote per share, and 500 shares of Series B Preferred Stock
with 1,000 votes issued / issuable and outstanding at March 31, 2006,
except that shares of common stock underlying options and warrants
exercisable within 60 days of the date hereof are deemed to be outstanding
for purposes of calculating beneficial ownership of securities of the
holder of such options or warrants.
(6) Mr. Brad Hallock's common stock shares include 7,799,990 shares owned by
Hallock Trust dtd 6/25/99 and include 200,000 shares he has the right to
purchase pursuant to a warrant.
(7) All shares are owned by Thatch Family Trust.
(8) Mr. Clough's common shares include 100,000 shares he has the right to
purchase pursuant to a warrant.
(9) Mr. Wall's common stock shares include 700,000 shares he has the right to
purchase pursuant to a warrant. Mr. Wall's common stock shares include
781,493 shares owned by his IRA account.
(10) Mr. Chandler's common stock shares include 700,000 shares he has the right
to acquire pursuant to a warrant. Mr. Chandler's Series A Preferred shares
include 250,000 shares owned by his IRA account.
(11) Mr. Baker's common stock shares include 2,100,000 shares he has the right
to purchase pursuant to a warrant.
(12) Mr. Rouse's common stock shares include 1,233,334 shares he has the right
to purchase pursuant to a warrant. Mr. Rouse's common stock shares include
16,500 shares owned by his IRA account.
(13) Mr. Miles' common stock share position includes direct entitlement and
related party management shares. Mr. Miles' common stock shares include
2,000,000 shares he has the right to purchase pursuant to a warrant.
(14) Mr. Stephen Hallock's common stock shares include 5,200,000 shares owned
by The Hallock Family Trust dtd 5/02/96 and include 1,350,000 shares he
has the right to purchase pursuant to a warrant.
(15) All shares are owned by Kjell H. Qvale Survivors Trust. Mr. Kjell Qvale's
common stock shares include 1,500,000 shares he has the right to purchase
pursuant to a warrant.
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PROPOSAL
AMENDMENT OF ARTICLES OF INCORPORATION
Being submitted to the stockholders for approval at the Special Shareholders
meeting is a proposal to amend the Articles of Incorporation of OnScreen
Technologies, Inc. to increase the authorized number of common shares from
150,000,000 to 200,000,000. These common shares will be $0.001 par value per
share with full one vote per share voting privileges. This proposal was approved
by the Board of Directors subject to stockholder approval. If the proposed
amendment to the Articles of Incorporation is approved by a simple majority of
the shareholder votes cast, then the number of common shares that the Company is
authorized to issue will be increased from 150,000,000 to 200,000,000.
The Board of Directors recommends approval of this proposal because the
additional common shares are intended to be used to raise additional capital
that is necessary to finance the final stages of product development.
GENERAL
Our Articles of Incorporation currently provides for 150,000,000 shares of
authorized $0.001 par value Common Stock. Our shareholders are not entitled to a
preemptive right to purchase, subscribe for, or otherwise acquire any unissued
shares of stock of the corporation, or any options or warrants to purchase,
subscribe for or otherwise acquire any such unissued shares, or any shares,
bonds, notes, debentures, or securities convertible into or carrying options or
warrants to purchase, subscribe for or otherwise acquire any such unissued
shares. In May 2006 our Board of Directors adopted a resolution to amend the
Certificate of Incorporation to increase the authorized number of shares of
Common Stock to 200,000,000, subject to stockholder approval of the proposed
amendment. No changes will be made to the number of authorized shares of our
preferred stock. If approved by the stockholders of the Company, the amendment
will become effective upon the filing of a Certificate of Amendment of
Certificate of Incorporation with the Secretary of State of Colorado which is
expected to occur shortly after shareholder approval. The consent of the holders
of a majority of the outstanding shares of Capital Stock is required for
approval of the proposed amendment.
Paragraph A of Article II of the Company's Articles of Incorporation currently
reads as follows (before giving effect to the amendment):
"The aggregate number of shares which the corporation shall have the authority
to issue is one hundred sixty million (160,000,000) shares of which a portion
shall be common stock and a portion shall be preferred stock, all as described
below.
A. COMMON STOCK. The aggregate number of common shares which the
corporation shall have the authority to issue is one hundred fifty million
(150,000,000), each with $0.001 par value which shares shall be designated
as "Common Stock". Subject to all of the rights of the Preferred stock as
expressly provided herein, by law or by the Board of Directors pursuant to
this Article, the Common Stock of the corporation shall possess all such
rights and privileges as are afforded to capital stock by applicable law
in the absence of any express grant of rights or privileges in these
Articles of Incorporation, including, but not limited to, the following
rights and privileges:
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(i) dividends may be declared and paid or set apart for payment on
the Common Stock out of any assets or funds of the corporation
legally available for the payment of dividends;
(ii) the holders of Common Stock shall have unlimited voting
rights, including the right to vote for the election of
directors and on all other matters requiring stockholder
action. Each holder of Common Stock shall have one vote for
each share of Common Stock standing in his name on the books
of the corporation and entitled to vote, except that in the
election of directors each holder of Common Stock shall have
as many votes for each share of common Stock held by him as
there are directors to be elected and for whose election the
holder of Common Stock has a right to vote. Cumulative voting
shall not be permitted in the election of directors or
otherwise.
(iii) on the voluntary or involuntary liquidation, dissolution or
winding up of the corporation, and after paying or adequately
providing for the payment of all of its obligations and
amounts payable in liquidation, dissolution or winding up, and
subject to the rights of the holders of Preferred Stock, if
any, the net assets of the corporation shall be distributed
pro rata to the holders of the Common Stock."
Pursuant to the amendment, Paragraph A of Article II of the Company's Articles
of Incorporation would be deleted and replaced by the following:
"The aggregate number of shares which the corporation shall have the authority
to issue is two hundred ten million (210,000,000) shares of which a portion
shall be common stock and a portion shall be preferred stock, all as described
below.
A. COMMON STOCK. The aggregate number of common shares which the
corporation shall have the authority to issue is two hundred million
(200,000,000), each with $0.001 par value which shares shall be designated
as "Common Stock". Subject to all of the rights of the Preferred stock as
expressly provided herein, by law or by the Board of Directors pursuant to
this Article, the Common Stock of the corporation shall possess all such
rights and privileges as are afforded to capital stock by applicable law
in the absence of any express grant of rights or privileges in these
Articles of Incorporation, including, but not limited to, the following
rights and privileges:
(i) dividends may be declared and paid or set apart for payment on
the Common Stock out of any assets or funds of the corporation
legally available for the payment of dividends;
(ii) the holders of Common Stock shall have unlimited voting
rights, including the right to vote for the election of
directors and on all other matters requiring stockholder
action. Each holder of Common Stock shall have one vote for
each share of Common Stock standing in his name on the books
of the corporation and entitled to vote, except that in the
election of directors each holder of Common Stock shall have
as many votes for each share of common Stock held by him as
there are directors to be elected and for whose election the
holder of Common Stock has a right to vote. Cumulative voting
shall not be permitted in the election of directors or
otherwise.
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(iii) on the voluntary or involuntary liquidation, dissolution or
winding up of the corporation, and after paying or adequately
providing for the payment of all of its obligations and
amounts payable in liquidation, dissolution or winding up, and
subject to the rights of the holders of Preferred Stock, if
any, the net assets of the corporation shall be distributed
pro rata to the holders of the Common Stock."
PURPOSE OF INCREASING THE NUMBER OF AUTHORIZED COMMON SHARES
As of April 30, 2006, we had approximately 111,823,219 outstanding common
shares. We are contractually obligated to issue up to approximately 51,777,467
additional shares of common stock underlying currently outstanding options,
warrants and other contractual obligations as more fully described below. In
order to fulfill our contractual obligation to such holders, we must increase
the number of shares of common stock we are authorized to issue. Accordingly, we
are seeking shareholder approval to increase the number of authorized common
shares from 150,000,000 to 200,000,000. The proposed amendment increasing the
authorized number of common shares would make available approximately 36,399,314
common shares for future issuance after taking into account currently
outstanding common shares and common shares reserved for outstanding options,
warrants and other contractual obligations as more fully described below.
Although there is no current plan to issue the additional authorized common
shares for future capitalization, the Company's Board of Directors believes that
it is desirable to have additional authorized shares of Common Stock available
for possible future financings, possible future acquisition transactions and
other general corporate purposes. The Company's Board of Directors believes that
having such additional authorized shares of Common Stock available for issuance
in the future should give the Company greater flexibility and may allow such
shares to be issued without the expense and delay of a special shareholders'
meeting.
The proposed increase in the number of shares available for issuance under the
Certificate of Incorporation is also intended to provide the Board of Directors
with authority, without further action of the stockholders, to issue the
additional shares of Common Stock, from time to time in such amounts as the
Board of Directors deems necessary. Without limitation of the foregoing, the
additional shares may be issued in connection with capital raising transactions
through the sale of Common Stock and/or securities convertible into or
exercisable for Common Stock in the private and/or public equity markets to
support a higher level of growth, respond to competitive pressures, develop new
products and services and support new strategic partnership expenditures and
strategic partnering or acquisition transactions involving the issuance of our
securities.
In the absence of a proportionate increase in our earnings and book value, an
increase in the aggregate number of outstanding shares of Common Stock caused by
the issuance of the additional shares would dilute the earnings per share
(including projected future earnings per share) and book value per share of all
outstanding shares of our Common Stock. If such factors were reflected in the
price per share of the Common Stock, the potential realizable value of a
stockholder's investment could be adversely affected. An issuance of additional
shares of Common Stock could, therefore, have an adverse effect on the potential
realizable value of a stockholder's investment. The holders of outstanding
shares of Common Stock have no preemptive rights to purchase additional shares.
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The proposed increase in the authorized number of shares of Common Stock could
have other effects on our stockholders. The increase could deter takeovers, in
that additional shares could be issued (within the limits imposed by applicable
law) in one or more transactions that could make a change in control or takeover
of us more difficult. For example, additional shares could be issued by us so as
to dilute the stock ownership or voting rights of persons seeking to obtain
control. Similarly, the issuance of additional shares to certain persons allied
with our management could have the effect of making it more difficult to remove
our current management by diluting the stock ownership or voting rights of
persons seeking to cause such removal.
Set forth below is a summary of the current outstanding securities, transactions
and agreements, which relate to the 51,777,467 shares of common stock we are
required to reserve for potential future issuances:
CONVERTIBLE PREFERRED SHARES
As of April 30, 2006, the Company had 1,986,713 shares of Series A Convertible
Preferred stock outstanding and 500 shares of Series B Convertible Preferred
Stock outstanding. The Series A preferred shares convert into common shares at a
ratio of 4 Common Shares for each share of Series A Preferred Stock or,
7,946,852 common shares. The Series B preferred shares convert to common shares
at a ratio of 1,000 common shares for each share of Series B preferred, or
500,000 common shares.
CONVERTIBLE PROMISSORY NOTES.
During 2005 and the first quarter of 2006, we privately placed approximately
$10,300,000 of 12% convertible promissory notes. The holders of these notes were
granted piggyback registration rights for our common shares underlying the
conversion feature of the notes. These notes were convertible at $.25 per share.
Noteholders who purchased $500,000 or more of these notes received 100,000
additional common shares. All of the notes were converted into 42,000,000 shares
of our common stock during the second quarter of 2006. In addition, we issued to
such noteholders warrants to acquire 10,300,000 shares of our common stock at an
exercise price of $.01 per share. These warrants have a three (3) year term. All
of the shares of the common stock issued upon the conversion of the notes and
the shares of common stock underlying the common stock purchase warrants are
granted piggyback registration rights.
WAYCOOL THERMAL MANAGEMENT TECHNOLOGY
On January 10, 2005 and February 16, 2005, the inventor/owner of the
OnScreen(TM) LED technology patent conveyed ownership of the OnScreen(TM),
WayCool and WayFast patent to CH Capital, Inc., a related party. CH Capital,
Inc. is a private company controlled by Mr. Bradley J. Hallock, currently a
shareholder and a director and Mr. William Clough who currently is a
shareholder, corporate secretary, corporate counsel and director. WayCool is a
chip technology which provides for electronic assembly/system with reduced cost,
mass and volume and increased efficiency and power density.
On February 16, 2005, in consideration for the payment of two hundred thousand
dollars ($200,000), CH Capital, Inc. conveyed to us the OnScreen(TM) patent
rights. This conveyance now vests in us the ownership of the OnScreen(TM) LED
technology patent subject to the revenue rights of Fusion Three as described
below.
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By Letter of Intent dated June 10, 2005, CH Capital agreed to convey to us the
patent rights relating to the WayCool technology. Effective March 24, 2006, we
purchased from CH Capital, Inc. all right, title and interest in and to the
WayCool invention, patent application and Patent Letters to issue therefrom in
consideration for a one time payment of eight hundred thousand dollars
($800,000) and agreed to issue CH Capital, Inc. a three year warrant to acquire
up to seven million forty thousand four hundred eighty five (7,040,485) shares
of our common stock at an exercise price of $0.20 per share. The $800,000 amount
represents reimbursement for the time and money CH Capital spent acquiring and
developing the WayCool technology. Accordingly, we now own all right, title and
interest in the WayCool patent and related technology rights.
Management believes that the potential commercialization opportunity for WayCool
is significant. We believe that the terms with CH Capital, Inc. are fair and
reasonable for a variety of reasons, including, CH Capital, Inc. provided the
upfront funding in connection with the WayCool technology development at a time
when we did not have sufficient funds or human or technical resources to
evaluate and pursue the commercial viability of the WayCool technology. At the
time CH Capital, Inc. acquired rights to WayCool, it was an unproven and
invalidated technology. We also believe that the equity component consideration
relating to warrants issued to CH Capital, Inc. is fair and reasonable inasmuch
as the terms of said warrants will be tied to the terms negotiated on an
arms-length basis with outside investors in connection with our fund raising
efforts.
FUSION THREE, LLC SETTLEMENT
In August 2002, the Company entered into an agreement with Fusion Three, LLC
whereby Fusion Three, LLC paid an annual $50,000 Company license fee in
consideration for the Company's conveying to Fusion Three, LLC 5% of the
Company's interest in the OnScreen License Agreement. In December 2002 the
Company and Fusion Three, LLC entered into an addendum to the August 2002
agreement whereby Fusion Three, LLC paid a $100,000 second year revenue
guarantee in consideration for an additional 10% of the Company's interest in
the OnScreen License Agreement. On January 14, 2004, the inventor agreed to
accept $175,000 in lieu of the $250,000 third year annual revenue guarantee
payment.
On February 3, 2004, we reached a Master Settlement and Release Agreement
whereby, in consideration for the exchange of mutual releases and Fusion Three,
LLC relinquishing any claim to any of the OnScreen(TM) technology, we paid to
Fusion Three, LLC $150,000 plus agreed to pay annually declining percentages of
revenue derived from the commercialization of the direct view LED video display
technology: 5% in 2005 declining to 2% in year 2008 and thereafter. In the event
of a change of control of the Company, the percentage of revenue stated above
would terminate and a single payment transaction fee would be paid to Fusion
Three, LLC ranging from 10% of the OnScreen appraised value up to $100,000,000,
7.5% for the appraised value between $100,000,001 and $200,000,000, 5% of the
appraised value between $200,000,001 and $300,000,000, and 4% of the appraised
value between $300,000,001 and $400,000,000 and 3% for the appraised value
between $400,000,001 and $500,000,000 and 2% for any appraised amounts between
$500,000,001 and $600,000,000.
During April 2006 the Company negotiated the terms of a full and final
settlement with Fusion Three, LLC whereby Fusion Three, LLC relinquishes all
rights and claims to any revenues and fees in consideration for us issuing to
Fusion Three, LLC a three year warrant authorizing Fusion Three, LLC to purchase
up to five million six hundred thousand (5,600,000) shares of our common stock
at a per share price of $0.20. We also agreed to issue Fusion Three, LLC a
warrant to purchase up to one million two hundred thousand (1,200,000) shares of
our common stock at a per share price of $0.35 for 300,000 shares; $0.50 for
300,000 shares; $0.75 for 300,000 shares and $1.00 for 300,000 shares before
November 15, 2007. Regarding all of the common shares underlying the warrants,
we are obligated to file a Form SB-2 registration statement with the SEC within
no more than one hundred twenty (120) days from the date of the agreement. We
anticipate executing this agreement in the near future
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EMPLOYEES, CONSULTANTS AND ADVISORS
In an effort to attract high caliber qualified employees management committed
the Company to issue 17,190,130 underlying common shares relating to warrants
and options to employees, consultants and members of the scientific advisory
board. These warrants and options have exercise prices ranging from $.01 to $.70
with terms of one (1) to five(5) years. Additionally, the Company dedicated
2,000,000 common shares to the Employee Incentive Plan, which have been
registered under cover of Form S-8.
Other than as described above, there are currently no plans, arrangements,
commitments or understandings for the issuance of the additional shares of
Common Stock.
EFFECTIVE TIME OF AMENDMENTS
If approved by holders of a majority of voting shares of our stock, this
amendment will become effective on the date we file an amendment to our Articles
of Incorporation with the Colorado Secretary of State.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
Other than as described above under caption "Purpose of Increasing the
Authorized Number of Common Shares - WayCool Thermal Management Technology", no
director, executive officer, nominee for election as a director, associate of
any director, executive officer or nominee or any other person has any
substantial interest, direct or indirect, by security holdings or otherwise, in
the proposed amendments to our Articles of Incorporation which is not shared by
all other stockholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A CONSENT "FOR" THIS PROPOSAL TO
AMEND THE COMPANY'S CERTIFICATE OF INCORPORATION.
OTHER BUSINESS
Management does not presently know of any matters that may be presented for
action at the Special Meeting other than those set forth herein. However, if any
other matters properly come before the Special Meeting, it is the intention of
the persons named in the proxies solicited by management to exercise their
discretionary authority to vote the shares represented by all effective proxies
on such matters in accordance with their best judgment.
If you do not expect to be personally present at the Special Meeting, please
fill in, date and sign the enclosed proxy card and return it promptly in the
enclosed return envelope which requires no additional postage if mailed in the
United States.
WE WILL PROVIDE, UPON WRITTEN REQUEST, WITHOUT CHARGE TO EACH STOCKHOLDER OF
RECORD AS OF THE RECORD DATE, A COPY OF OUR ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2005 AS FILED WITH THE SEC. ANY EXHIBITS LISTED
IN THE REPORTS ALSO WILL BE FURNISHED UPON REQUEST AT THE ACTUAL EXPENSE
INCURRED BY US IN FURNISHING SUCH EXHIBITS. ANY SUCH REQUESTS SHOULD BE DIRECTED
TO OUR SECRETARY AT OUR EXECUTIVE OFFICES SET FORTH IN THIS PROXY STATEMENT.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Proxy Statement to be signed on its behalf by
the undersigned thereunto duly authorized.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Charles R. Baker May 19, 2006
------------------------------
Charles R. Baker, Chairman
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PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF THE SHAREHOLDERS
JUNE 29, 2006
The undersigned, revoking all previous proxies, appoints Charles R. Baker,
CEO/President and William J. Clough, Esq., Corporate Secretary, and each of them
acting unanimously if more than one is present, attorneys and proxies of the
undersigned, with power of substitution, to represent the undersigned at the
Special Meeting of Shareholders of OnScreen Technologies, Inc. (the "Company")
to be held on Thursday, June 29, 2006 at 9:00 a.m. PDT at The Hotel Vintage
Plaza, Tuscany A Room, 2nd Floor, 422 SW Broadway, Portland, OR 97205 and at any
adjournments thereof and to vote all shares of Voting Stock of the Company which
the undersigned is entitled to vote on all matters coming before said meeting.
PROPOSAL
Adoption of amendment of the Company's Articles of Incorporation, a form of
which is included in the body of the Proxy Statement, to increase the number of
authorized Common Shares from one hundred fifty million (150,000,000) to two
hundred million (200,000,000).
THE BOARD OF DIRECTORS OF ONSCREEN TECHNOLOGIES, INC. RECOMMENDS THAT
STOCKHOLDERS CONSENT TO THE PROPOSAL SET FORTH BELOW.
(INSTRUCTIONS: To Consent, Withhold Consent or Abstain from consenting to the
proposal, check the appropriate box.)
[ ] CONSENT [ ] WITHHOLD CONSENT [ ] ABSTAIN
IF NO BOX IS MARKED WITH RESPECT TO ANY PROPOSAL, THE UNDERSIGNED WILL BE DEEMED
TO CONSENT TO THE PROPOSAL
PLEASE SIGN EXACTLY AS YOUR NAME APPEARS IN THE LABEL AFFIXED HERETO. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee, guardian, corporate officer, etc., please give
full title as such. If the signer is a corporation, please sign full corporate
name by a duly authorized officer. If a partnership, please sign in partnership
name by authorized person.
Signature: ____________________________________ DATE __________________, 2006
Signature if held jointly: ____________________
Title of Authority:____________________________
IN ORDER FOR YOUR CONSENT TO BE VALID, IT MUST BE SIGNED AND DATED. PLEASE MARK,
SIGN, DATE AND RETURN YOUR CONSENT PROMPTLY IN THE ENCLOSED ENVELOPE.
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