formpre14c.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14C INFORMATION
Information
Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
(Amendment No. )
Check the
appropriate box:
x Preliminary Information
Statement
¨ Confidential, for Use
of the Commission Only (as permitted by Rule 14A-6(e)(2))
¨ Definitive Information
Statement
Aspyra,
Inc.
(Name
of Registrant as Specified In Its Charter)
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applies:___________
(2)
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applies:___________
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forth the amount on which the filing fee is calculated and state how it was
determined):____________
(4)
Proposed maximum aggregate value of transaction:____________
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fee paid:____________
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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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Aspyra,
Inc.
26115-A
Mureau Rd.
Calabasas,
CA 91302
NOTICE
OF ACTION BY WRITTEN CONSENT OF STOCKHOLDERS
NOTICE
IS HEREBY GIVEN that the holders of more than a majority of the outstanding
common stock of Aspyra, Inc., a California corporation (the “Company” “we”,
“us”, or “our”), have approved the following action without a meeting of
stockholders in accordance with Section 603 of the California General
Corporation Law:
The
approval of an amendment to our articles of incorporation to effect a 101-to-1
reverse stock split. The action will become effective on the 20 th day
after the definitive Information Statement is mailed to our
stockholders.
The
enclosed information statement contains information pertaining to the matters
acted upon.
Pursuant
to rules adopted by the Securities and Exchange Commission, you may access a
copy of the information statement at www.aspyra.com.
WE ARE NOT ASKING YOU FOR A
PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY
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By
Order of the Board of Directors
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Rodney
Schutt
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Chief
Executive Officer
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October
__ , 2009
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ASPYRA,
INC.
4360
Park Terrace Drive, Suite 220
Westlake
Village, CA 91361
INFORMATION
STATEMENT
Action
by Written Consent of Stockholders
GENERAL
INFORMATION
WE ARE NOT ASKING YOU FOR A
PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY
This
information statement is being furnished in connection with the action by
written consent of stockholders taken without a meeting of a proposal to approve
the actions described in this information statement. We are mailing this
information statement to our stockholders on or about October ,
2009.
What
action was taken by written consent?
We
obtained stockholder consent for the approval of an amendment to our articles of
incorporation, to effect a 101-to-1 reverse stock split.
How
many shares of common stock were outstanding on October 14, 2009?
On
October 14, 2009, the date we received the consent of the holders of more than a
majority of the outstanding shares, there were 17,201,327 shares of common stock
outstanding.
What
vote was obtained to approve the amendment to the articles of incorporation
described in this information statement?
We
obtained the approval of the holders of approximately 65% of our outstanding
shares of common stock that were entitled to give such consent.
What
will be the effects of the reverse stock split?
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Each
share of common stock will become 1/101 (or approximately 0.0099) share of
common stock
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We
will pay cash for fractional shares. As a result, if you own less than 101
shares of common stock, you will cease to be a
stockholder.
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We
will have fewer than 300
stockholders.
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We
will terminate our registration under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”). Upon the filing of the notice
of termination of registration under the Exchange Act, we will no longer
be subject to the reporting obligations under the Exchange
Act.
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For more
information on the reverse split, see “Amendment to Articles of Incorporation to
Effect 101-to-1 Reverse Stock Split”.
Why
did we choose to adopt a reverse stock split?
Our board
of directors approved the reverse split in order to enable us to reduce the
number of our stockholders and to terminate the registration of our common stock
under the Exchange Act. We have a large number of stockholders who
own small quantities of our common stock.
On the
effective date of the reverse split, each 101 shares of common stock will
automatically be combined and changed into one share of common stock, which
means that each share will be converted into 1/101 (or approximately 0.0099)
shares of common stock. No fractional shares of new common stock will
be issued to any stockholder as a result of the reverse split. We
will pay the holders of fractional shares the value of their fractional shares,
based on the last closing price for our common stock as of the effective date of
the reverse split.
As a
result of the reverse split, we will have fewer than 300 stockholders of record,
and we will be able to terminate the registration of our common stock under the
Exchange Act. Upon filing a certification and notice of
termination of registration under the Exchange Act, we will no longer be
required to file the annual, quarterly and current reports which we are
presently required to file.
Who
is paying the cost of this information statement?
We will
pay for preparing, printing and mailing this information statement. Our costs
are estimated at approximately $10,000.
Why
do we want to terminate the registration of our common stock?
The
decision by our board of directors to approve the reverse split was made after
carefully considering our long-term goals and our current operating environment,
including our cash requirements. We estimate that we will realize significant
cost savings resulting from the elimination of reporting obligations under the
Exchange Act. We believe that continued reporting pursuant to the Exchange Act
does not provide sufficient benefit to us or our stockholders, because of the
significant costs of compliance and our low stock price. We believe that we and
our stockholders are much better served by applying our financial and management
resources to our operations.
AMENDMENT TO ARTICLES OF
INCORPORATION TO EFFECT 101-TO-1 REVERSE STOCK SPLIT
Our board
of directors and the holders of a majority of our outstanding shares of common
stock have approved an amendment to our articles of incorporation to effect a
101-to-1 reverse stock split. The reverse split will become effective upon the
filing of the amendment to the articles of incorporation with the Secretary of
State of the State of California. We will file the amendment to our articles of
incorporation to effect the reverse stock split approximately (but not less
than) 20 days after this Information Statement is mailed to
stockholders.
The
amendment to the articles of incorporation will effect a 101-to-1 reverse split
in our common stock, no par value (“Common Stock”). As a result of the reverse
split, each 101 shares of Common Stock (the “Old Shares”) will become and be
converted into one share of Common Stock (the “New Shares”). We will pay cash
for fractional shares. As a result, any shareholder who owns less than 101
shares will cease to be a shareholder.
Our
certificate of incorporation presently authorizes the issuance of 75,000,000
shares of common stock, no par value (“Common Stock”), and 500,000 shares of
preferred stock, no par value (“Preferred Stock”). As of the date of
this information statement, 17,201,327 shares of Common Stock and no
shares of Preferred Stock are outstanding. The number of authorized shares of
Common Stock and Preferred Stock and the par value of our Common Stock and
Preferred Stock will not be affected by the amendment to our articles of
incorporation.
No
fractional shares of common stock will be issued in the reverse
split. We will pay cash in lieu of fractional shares based on the
last closing price of our common stock as of the effective date of the reverse
split.
By
effecting the reverse split and paying cash for fractional shares, we will
reduce the number of record owners of our Common Stock so that we will have
fewer than 300 stockholders of record. When we have fewer than 300
record owners of our Common Stock we will be able to terminate our registration
under the Exchange Act. As a result of the termination of our
registration under the Exchange Act:
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We
will not be required to file annual reports, quarterly and current reports
which are due after we file the notice of termination of
registration. We currently file annual reports on Form 10-K,
which include our audited year-end financial statements, quarterly reports
on Form 10-Q, which include unaudited quarterly and year-to-date financial
statements, and current reports on Form 8-K, which report significant
matters. If the reverse split becomes effective prior to March
30, 2010, we will not be required to file a Form 10-K for the year ended
December 31, 2009.
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We
will not be required to provide you with a proxy statement in connection
with a meeting of stockholders or with an information statement in
connection with action taken without a meeting. We will be
required to give you notice of the meeting or notice of action taken
without a meeting under the California General Corporation Law, but we
will not be required to provide you with the information that is required
to be included in a proxy statement or an information
statement.
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Our
officers, directors and 10% stockholders will not be required to file
beneficial ownership reports on Forms 3, 4 and
5.
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Holders
of 5% of our stock would not be required to file statements of beneficial
ownership on Schedules 13D or 13G.
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In
addition, many brokerage firms may have policies which discourage purchases and
sales of stock of companies that are not reporting companies.
We
presently have 75,000,000 authorized shares of Common Stock, of which 17,201,327
shares are outstanding, 8,653,078 shares are reserved for issuance upon exercise
of outstanding debentures, 6,797,233 shares are reserved for issuance upon
exercise of outstanding warrants, and 1,865,000 shares are reserved for issuance
under outstanding options.
The
reverse stock split will not change the number of authorized shares of the
Company’s common stock under the Company’s articles of incorporation. Because
the number of issued and outstanding shares of Common Stock will decrease, the
number of shares of Common Stock remaining available for issuance will increase.
The Company does not currently have any plans, proposal or arrangement to issue
any of its authorized but unissued shares of Common Stock.
By
increasing the number of authorized but unissued shares of Common Stock, the
reverse split could, under certain circumstances, have an anti-takeover effect,
although this is not the intent of the board of directors. For example, it may
be possible for the board of directors to delay or impede a takeover or transfer
of control of the Company by causing such additional authorized but unissued
shares to be issued to holders who might side with the board of directors in
opposing a takeover bid that the board of directors determines is not in the
best interests of the Company or its stockholders. The reverse split therefore
may have the effect of discouraging unsolicited takeover attempts. By
potentially discouraging initiation of any such unsolicited takeover attempts
the reverse split may limit the opportunity for the Company’s stockholders to
dispose of their shares at the higher price generally available in takeover
attempts or that may be available under a merger proposal. The
reverse split may have the effect of permitting the Company’s current
management, including the current board of directors, to retain its position,
and place it in a better position to resist changes that stockholders may wish
to make if they are dissatisfied with the conduct of the Company’s
business. However, the board of directors is not aware of any attempt
to take control of the Company and the board of directors has not approved the
reverse split with the intent that it be utilized as a type of anti-takeover
device. The Company’s articles of incorporation and by-laws do not have any
anti-takeover provisions.
The
reverse split will become effective upon the filing with the California
Secretary of State of an amendment to our articles of incorporation which states
that, upon the filing of the articles of amendment, each share of common stock
then issued and outstanding would automatically become and be converted into
1/101 share of common stock, which is approximately 0.0099
shares. Each option or warrant to purchase one share of common stock
will become an option to purchase 1/101 shares of common stock at an exercise
price equal to 101 times the exercise price in effect immediately prior to the
reverse split. The number of shares of common stock underlying convertible
debentures will decrease by a factor of 101 and the conversion of the
convertible debentures will increase by a factor by 101.
As a
result of the reverse split:
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We
will have approximately 170,310 shares of Common Stock
outstanding;
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Approximately
18,465 shares of Common Stock will be issuable upon exercise of
outstanding options with exercise prices ranging from $22.22 to
$250.48.
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Approximately
85,674 shares of Common Stock will be issuable upon conversion of
outstanding convertible debentures, including approximately 53,735 shares
issuable at a conversion price of $55.55 and approximately 31,939 shares
issuable at a conversion price of
$31.31.
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Approximately
67,299 shares of Common Stock will be issuable upon exercise of
outstanding warrants, including approximately 23,144 warrants with an
exercise price of $0.55 and 44,155 warrants with an exercise price of
$0.31.
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The
reverse split will decrease the number of shares of Common Stock outstanding and
presumably increase the per share market price for the Common Stock. However, we
cannot predict what effect, if any, the reverse split will have on the market
for or the price of our Common Stock. Because we will cease to be a
reporting company, brokers may be reluctant to process trades in our
stock. Stocks that are not listed on a stock exchange or market or
trade for less than $5.00 may be subject to restrictions pursuant to the
internal rules of many brokerage houses. These restrictions tend to
adversely impact a stock’s marketability and, consequently, the stock’s
price. Since our stock price is presently very low, it is possible
that some of these restrictions may already affect our stock.
Moreover,
many leading brokerage firms are reluctant to recommend lower-priced securities,
especially those that are issued by companies that are not reporting companies
and have low stock prices and practices currently tend to discourage individual
brokers within firms from dealing in lower-priced stocks.
Based on
the reduced number of record holders of our common stock our board of directors
has elected to terminate our registration under the Exchange Act following the
effectiveness of the reverse split. We estimate the anticipated cost savings
resulting from the elimination of reporting obligations will be financially
significant. We believe that continued reporting pursuant to the Exchange Act
does not provide sufficient benefit to us or our stockholders, relative to the
continued costs of compliance. We believe we and our stockholders are better
served to the extent that we can apply our financial and management resources to
our operations.
Principal Effects of the
Reverse Split
As
described above, the total number of shares of common stock that are outstanding
and are issuable upon conversion of convertible debentures and exercise of
options and warrants will be reduced by 100/101 (or approximately
99.01%).
We will
obtain a new CUSIP number and we expect to obtain a new stock symbol for the new
common stock effective at the time of the reverse split. Following the
effectiveness of the reverse split, we will provide each record holder of common
stock with information to enable such holder to obtain new stock
certificates.
Our Common Stock currently
trades on the NYSE Amex. On September 24, 2009, the Company received notice from
NYSE Amex that the Company does not meet one of NYSE Amex’s continued listing
standards as set forth in Part 10 of the NYSE Amex LLC Company Guide (the
“Company Guide”). The notice received from NYSE Amex stated that the Company is
not in compliance with Section 1003(a)(iv) of the Company Guide. The Company was
afforded the opportunity to submit a plan of compliance to NYSE Amex by October
26, 2009, addressing how it intends to regain compliance with Section
1003(a)(iv) of the Company Guide by March 24, 2010. Because the Company intends
to deregister under the Exchange Act, the Company does not intend to submit such
a plan to NYSE Amex. Once we are no longer a reporting company, if our Common
Stock trades, it will be on the Pink Sheets. This is likely to have an adverse
impact on the trading and price of our Common Stock.
The
certificate of amendment to our articles of incorporation, in the form of
Appendix A hereto, will be filed with the Secretary of State of California and
the reverse split will become effective as of the close of business on the date
of such filing.
Our stockholders will not
have any right of appraisal or any other right with respect to the reverse split
other than the right to receive cash for fractional shares as described in this
information statement.
Reasons for
the Reverse Split
Our board
of directors considered many factors in unanimously approving the reverse split,
including the following:
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The
nature and limited extent of the trading in our Common Stock as well as
the market value that the public markets are currently applying to
us.
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The
direct and indirect costs associated with the preparation and filing of
our periodic reports with the SEC.
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The
fact that many other typical advantages of being a public company,
including enhanced access to capital and the ability to use equity
securities to acquire other businesses, are not currently
sufficiently available to us to an extent that would justify such
costs.
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In
addition to the significant time and cost savings resulting from termination of
our registration under the Exchange Act, the board believes that this action
will allow our management to focus its attention and resources on building
longer-term enterprise value.
For the
reasons described above, our board of directors believes that the reverse split
is fair to our stockholders.
Market
and Market Price for Our Common Stock
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High
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Low
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Fiscal
2007 ending December 31
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Fir First
Quarter
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$
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2.45
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$
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1.60
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Sec Second
Quarter
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2.45
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1.64
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Thi Third
Quarter
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2.35
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1.60
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Fou
Fourth Quarter
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2.61
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1.50
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Fiscal
2008 ending December 31
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Firs
First Quarter
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1.79
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0.34
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Sec Second
Quarter
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0.90
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0.32
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Thir
Third Quarter
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0.82
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0.18
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Fou Fourth
Quarter
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0.71
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0.01
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Ffff
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Firs
Fiscal 2009 ending December 31
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F f First
Quarter
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2.98
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0.15
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S
S Second Quarter
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0.45
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0.21
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Thir
Third Quarter
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0.30
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0.16
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Fou Fourth
Quarter (as of October 20, 2009)
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0.27
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0.21
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On
October 20, 2009, the last reported sales price of our common stock was $0.0255
per share.
We did
not declare or pay any cash dividends in 2009, 2008 or 2007, and we do not
anticipate paying cash dividends in the foreseeable future.
Exchange of Certificate and
Elimination of Fractional Share Interests
On the
effective date of the reverse split, each Old Share will automatically be
combined and changed into 1/101 New Share. No additional action on our part or
on the part of any stockholder will be required in order to effect the reverse
split. Stockholders will be requested to exchange their certificates
representing Old Shares held prior to the reverse split for new certificates
representing New Shares issued as a result of the reverse split. Stockholders
will be furnished the necessary materials and instructions to enable them to
effect such exchange promptly after the effective date. Certificates
representing Old Shares subsequently presented for transfer will not be
transferred on our books and records, but we will effect the conversion of the
Old Shares into New Shares. Stockholders should not submit any certificates
until requested to do so.
In the
event any certificate representing Old Shares is not presented for exchange upon
our request, any dividends or other distributions that may be declared after the
effective date of the reverse split with respect to the New Shares represented
by such certificate will be withheld by us until the certificate for the Old
Shares has been properly presented for exchange, at which time all such withheld
dividends which have not yet been paid to a public official pursuant to relevant
abandoned property laws will be paid to the holder thereof or his designee,
without interest.
No
fractional New Shares will be issued to any stockholder. Accordingly,
stockholders of record who would otherwise be entitled to receive fractional New
Shares will be paid for their fractional shares based on the last closing price
of the Common Stock as of the effective date of the Reverse Split.
Federal Income Tax
Consequences of the Reverse Stock Split
The
combination and change of each 101 Old Shares into one New Share should be a
tax-free transaction, and the holding period and tax basis of the Old Shares
will be transferred to the New Shares received in exchange
therefore. Provided that the Old Shares are held as a capital asset,
the cash paid for fractional shares will be treated as a payment in redemption
of the fractional shares and the stockholder will recognize a capital gain or
loss, as the base may be, on the difference between the stockholder’s basis in
the fractional share and the payment in lieu of the fractional
share.
This
discussion should not be considered as tax or investment advice, and the tax
consequences of the reverse split may not be the same for all stockholders.
Stockholders should consult their own tax advisors to know their individual
federal, state, local and foreign tax consequences.
Accounting Consequences of
the Reverse Stock Split
The par
value of the Common Stock will remain unchanged at no par value after the
reverse stock split. Also, the capital account of the Company will remain
unchanged, and the Company does not anticipate that any other accounting
consequences will arise as a result of the reverse stock split.
The
following table provides information about shares of common stock beneficially
owned as of October 20, 2009 by:
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each
of our directors, executive officers and our executive officers and
directors as a group; and
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each
person owning of record or known by us, based on information provided to
us by the persons named below, to own beneficially at least 5% of our
common stock;
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Name
and Position
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Shares
of Common Stock Beneficially Owned
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Percentage
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Rodney
Schutt
Chief
Executive Officer and Director
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161,538
(1)
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*
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James
R. Helms
Vice
President of Strategic Analysis
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119,300
(2)
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*
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Lawrence
S. Schmid
Director
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39,166
(3)
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*
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Robert
S. Fogerson, Jr.
Director
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35,666
(4)
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*
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Norman
R. Cohen
Director
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14,166
(5)
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*
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James
Zierick
Chairman
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231,666
(6)
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1.33%
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Jeffrey
Tumbleson
Director
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16,665
(7)
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*
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All
officers and directors as a group (seven individuals)
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618,167
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3.53%
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Estate
of C. Ian Sym-Smith (8)
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2,433,966 (9)
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13.47%
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Bradford
G. Peters (10)
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2,647,513
(11)
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15.06%
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Bicknell
Family Holding Co. LLC (12)
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1,909,135
(13)
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9.99%
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Potomac
Capital Management (14)
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946,000
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5.50%
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James
Shawn Chalmers (15)
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2,289,660
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13.31%
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*
less than 1%.
(1) Does not include 700,000
shares issuable under currently non-exercisable options held by Mr.
Schutt.
(2) Includes
7,500 shares of common stock issuable under currently exercisable stock options
and options that may be exercisable within 60 days of October 20, 2009 held by
Mr. Helms but excludes 2,500 shares of common stock issuable under currently
non-exercisable stock options held by Mr. Helms.
(3)
Includes 14,166 shares of common stock issuable under currently exercisable
stock options and options that may be exercisable within 60 days of October 20,
2009 held by Mr. Schmid, but excludes 25,834 shares of common stock issuable
under currently non-exercisable stock options held by Mr. Schmid.
Mr. Schmid’s address is c/o Strategic Directions International, Inc.,
6242 Westchester Parkway, Suite 100, Los Angeles, CA 90045.
(4)
Includes 14,166 shares of Common Stock issuable under currently exercisable
stock options and options that may be exercisable within 60 days of October 20,
2009 held by Mr. Fogerson but excludes 25,834 shares of common stock issuable
under currently non-exercisable stock options held by Mr. Fogerson.
Mr. Fogerson’s address is 2111 Austrian Pine Lane, Minnetonka, MN
55305.
(5)
Includes 14,166 shares of common stock issuable under currently exercisable
stock options and options that may be exercisable within 60 days of October 20,
2009 held by Mr. Cohen but excludes 25,834 shares of common stock issuable under
currently non-exercisable stock options held by Mr. Cohen.
(6)
Includes 231,166 shares of common stock issuable under currently exercisable
stock options and options that may be exercisable within 60 days of July 20,
2009 held by Mr. Zierick but excludes 23,334 shares of Common Stock issuable
under currently non-exercisable stock options held by Mr. Zierick.
(8) C.
Ian Sym-Smith was a director of the Company from November 2005 until his death
on September 18, 2009. Edd H. Hyde is the executor of the estate of Mr.
Sym-Smith and has voting and dispositive powers over the shares of the Company
owned by the estate.
(9)
Includes 14,166 shares of Common Stock issuable under stock options that may be
exercisable within 60 days of October 20, 2009, but excludes 25,834 shares
of Common Stock issuable under currently non-exercisable stock options held by
the estate of Mr. Sym-Smith. Also includes 423,753 shares of Common Stock
issuable upon conversion of convertible debentures held by the estate of Mr.
Sym-Smith and 433,065 shares of Common Stock issuable upon exercise of warrants
held by the estate of Mr. Sym-Smith.
(10)
Bradford G. Peters was a director of the Company from November 2005 to January
2008.
(11)
Includes 14,166 shares of Common Stock issuable under stock options that may be
exercisable within 60 days of October 20, 2009, but excludes 25,834 shares of
Common Stock issuable under currently non-exercisable stock options held by Mr.
Peters. Also includes 363,636 shares of Common Stock issuable upon conversion of
convertible debentures held by Mr. Peters. Mr. Peters’s address is 21 Grove
Lane, Greenwich, CT 06831.
(12)
Martin C. Bicknell is the manager of Bicknell Family Holding Co., LLC and in
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as
amended, may be deemed a control person, with voting and investment power
(directly or with others), of the securities of the Company owned by Bicknell
Family Holding Co., LLC. Mr. Bicknell disclaims beneficial ownership of
these securities. Bicknell Family Holding Co., LLC’s address is 7400 College
Blvd., Suite 205, Overland Park, Kansas 66210.
(13) The
holder owns convertible notes convertible into an aggregate of 3,563,050 shares
of Common Stock and warrants to purchase an aggregate of 4,582,404 shares of
Common Stock. The notes and warrants owned by the holder provide that they
cannot be converted or exercised, as applicable, to the extent such conversion
or exercise, as applicable, would result in the holder and its affiliates
beneficially owning more than 9.99% of our outstanding common stock on the date
of such conversion or exercise, as applicable. The number and percentage of
common stock deemed beneficially owned is limited accordingly.
(14)
Potomac Capital Management LLC’s address is 825 Third Avenue, 33rd Floor, New
York, NY 10022. Based on information contained in Schedule 13G/A filed with the
SEC on May 6, 2009 by Potomac Capital Management LLC, Potomac Capital Management
Inc. and Paul J. Solit as joint filers. Paul J. Solit is the Managing Member of
Potomac Capital Management LLC and President of Potomac Capital Management Inc.
All of the joint filers state that they have shared voting and shared
dispositive power over 946,000 shares. The joint filers state that they own an
aggregate of 946,000 shares of Common Stock.
(15) Mr.
James Shawn Chalmers’ address is 705 South 10th Street, Blue Springs, Missouri
64015. Mr. Chalmers states that he does not own any Common Stock directly but he
is (i) the sole director and President and majority shareholder of J&S
Ventures, Inc.; (ii) the sole manager and holder of 75% of the membership
interests of Orion Capital Investments, LLC; and (iii) the sole trustee and sole
beneficiary of the J. Shawn Chalmers Revocable Trust dated August 13,
1996.
Except as
otherwise indicated each person has the sole power to vote and dispose of all
shares of common stock listed opposite his name. Each person is deemed to own
beneficially shares of common stock which are issuable upon exercise of warrants
or upon conversion of convertible securities if they are exercisable or
convertible within 60 days of October 20, 2009. None of the persons named in the
table own any options or convertible securities.
ADDITIONAL
AVAILABLE INFORMATION
We
are subject to the information and reporting requirements of the Securities
Exchange Act of 1934 and in accordance with such act we file periodic reports,
documents and other information with the Securities and Exchange Commission
relating to our business, financial statements and other matters. Such reports
and other information may be inspected and are available for copying at the
public reference facilities of the Securities and Exchange Commission at 100 F
Street, N.E., Washington D.C. 20549. or may be accessed at www.sec.gov
..
FINANCIAL
STATEMENTS
Copies of
our Form 10-K for the year ended December 31, 2008, and Form 10-Q for the three
months ended June 30, 2009, without exhibits, are incorporated by reference into
this information statement. Copies of these reports, without exhibits, are being
mailed with this information statement. Stockholders are referred to these
reports for financial and other information about us.
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By Order of the Board of Directors
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Rodney Schutt
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October , 2009
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Appendix
A
CERTIFICATE
OF AMENDMENT
OF
ARTICLES
OF INCORPORATION
OF
ASPYRA,
INC.
Rodney Schutt and Anahita Villafane
hereby certify that:
FIRST: They are the Chief Executive
Officer and Secretary, respectively, of Aspyra, Inc., a California corporation
(the “Corporation”).
SECOND: The Articles of Incorporation
shall be amended as follows:
Upon the filing of this certificate of
amendment, the corporation shall effect a one-for-101 reverse split whereby each
share of common stock, no par value per share shall, without any action on the
part of the holder, become and be converted into 1/101 shares of common stock,
no par value per share. In connection with the reverse split, no fractional
shares shall be issued. In lieu of fractional shares, each holder who would
otherwise be entitled to receive fractional shares of new common stock, will,
upon surrender of the certificates representing shares of old common stock,
receive cash in lieu of such fractional shares.
THIRD: The foregoing amendment of
the Articles of Incorporation has been duly approved by the Board of
Directors.
FOURTH: The foregoing
amendment of the Articles of Incorporation has been duly approved by the
required vote of the shareholders in accordance with Section 902 of the
California General Corporation Law. The total number of outstanding
shares of Common Stock of the Corporation, as of the record date for such
shareholder vote, is 17,201,327. The number of shares voting in favor
of the amendment equaled or exceeded the vote required. The
percentage vote required was more than 50% of the total number of outstanding
shares of Common Stock.
The undersigned further declare under
penalty of perjury under the laws of the State of California that the matters
set forth in this certificate are true and correct of their own
knowledge.
Dated: ,
2009
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By:
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/s/ Rodney
W. Schutt |
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Rodney W. Schutt |
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Chief
Executive Officer |
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By:
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/s/ Anahita
Villafane |
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Anahita
Villafane |
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Secretary |
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