SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
Rule
13e-3 Transaction Statement
Under
Section 13(e) of the Securities Exchange Act of 1934
Amendment
No. 2
|
ASPYRA,
INC.
(Name of the Issuer)
|
ASPYRA,
INC.
(Name
of Persons Filing Statement)
|
Common
Stock, no par value per share
(Title of Class of Securities)
|
04538V104
(CUSIP
Number of Class of Securities)
|
David
Manno, Esq.
Jeff
Cahlon, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway; 32 nd floor
New
York, New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
(Name,
address and telephone number of person authorized to receive notices and
communications on behalf of persons filing
statement)
|
This
statement is filed in connection with (check the appropriate box):
a.
|
[X]The filing of solicitation
materials or an information statement subject to Regulation 14A ,
Regulation 14C , or Rule 13e-3(c) under the Securities Exchange Act of
1934.
|
b.
|
[ ] The filing of a registration
statement under the Securities Act of
1933.
|
d.
|
[ ] None of the
above.
|
Check the
following box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies: [X]
Check the
following box if the filing is a final amendment reporting the results of the
transaction [ ]
Instruction: Eight copies of this
statement, including all exhibits, should be filed with the
Commission.
Calculation
of Filing Fee
|
Transaction
|
Amount
of filing fee
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Valuation
$923*
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$18.46**
|
*Set
forth the amount on which the filing fee is calculated and state how it was
determined. This amount represents the total payments to be made by
the Company to acquire fractional shares pursuant to the reverse split,
estimated based on the closing price of $0.11 of the Company’s common stock
as of October 29, 2009. The fee is 0.02% of this valuation, or
$18.46.
**
Previously paid.
[ ] Check
the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify
the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
Amount
Previously Paid:
...........................................................................
|
Form
or Registration No.:
...........................................................................
|
Filing
Party:
..................................................................................................
|
Date
Filed:
....................................................................................................
|
INTRODUCTION
This
Rule 13e-3 Transaction Statement, together with the exhibits hereto (the
“Transaction Statement”), is being filed with the SEC by Aspyra, Inc., a
California corporation (the “Company”), the issuer of the common stock that is
subject to the reverse split.
On the
date hereof, the Company filed with the SEC a preliminary information statement
(the “Information Statement”) under Regulation 14C of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), relating to the action
taken by the holders of more than a majority of the Company’s outstanding shares
of common stock to approve an amendment to the Company’s articles of
incorporation to effect a one-for-101 reverse split of the Company’s common
stock. Once the amendment to the articles of incorporation is filed
with the Secretary of State of the State of California, the Company will no
longer have 300 stockholders of record and will terminate its registration under
the Exchange Act.
Pursuant
to General Instruction G to Schedule 13E-3, the information in the
Information Statement, including all exhibits and appendices thereto, is
expressly incorporated by reference herein in its entirety, and responses to
each item herein are qualified in their entirety by the information contained in
the Information Statement. The cross references below are being supplied to show
the location in the Information Statement of the information required to be
included in response to the items of Schedule 13E-3. Capitalized terms used
but not defined herein shall have the meanings ascribed to such terms in the
Information Statement.
Item
1. Summary Term Sheet.
The
information set forth in the Information Statement under the caption “Summary
Term Sheet” is incorporated herein by reference.
Item
2. Subject Company Information.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading.
a.
|
Name
and address. The first page of the Information
Statement.
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b.
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Securities.
The
question “Shares of common stock outstanding on the date that we received
stockholder approval” under the heading “Summary Term
Sheet.”
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c.
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Trading
market and price. The heading “Market and Market Price of Our
Common Stock” under “Amendment to Articles of Incorporation to Effect
101-to-1 Reverse Stock Split”.
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d.
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Dividends. The
heading “Market and Market Price of Our Common Stock” under “Amendment to
Articles of Incorporation to Effect 101-to-1 Reverse Stock
Split”.
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e.
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Prior
public offerings. The Company has not made an unwritten public
offering of its securities during the past three
years.
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f.
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Prior
stock purchases. The Company has not purchased any of its
securities during the past two
years.
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Item
3. Identity and Background of Filing Person.
The information set forth in the
Information Statement under the captions set forth after each subheading is
incorporated herein by reference in response to the information required for
such subheading:
The first
page of the Information Statement
“Beneficial
Ownership of Securities and Security Ownership of Management”
|
b.
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Business
and background of entities:
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“Beneficial
Ownership of Securities and Security Ownership of Management”
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c.
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Business
and background of natural persons
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“Beneficial
Ownership of Securities and Security Ownership of Management”
“Management”
Item 4.
Terms of the Transaction.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
a.
|
Material
Terms.
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors”
“Amendment
to Articles of Incorporation to Effect 101-to-1 Reverse Stock
Split”.
|
c.
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Different
Terms. Not Applicable.
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d.
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Appraisal
rights.
“Summary
Term Sheet”
The
caption “No Appraisal Rights” under “Amendment to Articles of
Incorporation to Effect 101-to-1 Reverse Stock
Split”.
|
e.
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Provisions
for unaffiliated security
holders. None.
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f.
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Eligibility
for listing or trading. Not
applicable.
|
Item
5. Past Contacts, Transactions, Negotiations and
Agreements.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
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a.
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Transactions:
|
|
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“Special
Factors – Reasons for the Reverse Split”
“Special
Factors – Effects of the Reverse Split on our Affiliates”
“Related
Party Transactions”
|
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b.
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Significant
corporate events:
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|
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“Special
Factors – Reasons for the Reverse Split”
“Special
Factors – Effects of the Reverse Split on our Affiliates"
|
|
c.
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Negotiations
or contacts:
|
|
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Summary
Term Sheet
“Special
Factors – Reasons for the Reverse Split”
|
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e.
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Agreements
involving the subject company’s securities:
|
|
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“Special
Factors – Reasons for the Reverse Split”
“Related
Party Transactions”
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Item
6. Purpose of the Transaction and Plans or
Proposals.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
b.
|
Use
of securities acquired. Not applicable.
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c.
|
Plans.
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors – Purposes, Alternatives and Effects of the Reverse
Split”
“Special
Factors – Reasons for the Reverse Split”
“Amendment
to Articles of Incorporation to Effect 101-to-1 Reverse Stock
Split”.
|
Item 7.
Purposes, Alternatives, Reasons and Effects.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
a.
|
Purposes.
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken.”
“Special
Factors – Purposes, Alternatives and Effects of the Reverse
Split”
“Special
Factors – Reasons for the Reverse Split”
“Amendment
to Articles of Incorporation to Effect 101-to-1 Reverse Stock
Split”.
|
b.
|
Alternatives.
“Questions
and Answers Concerning the Stockholder Action Taken.”
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c.
|
Reasons.
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors – Purposes, Alternatives and Effects of the Reverse
Split”
“Special
Factors – Reasons for the Reverse Split”
“Amendment
to Articles of Incorporation to Effect 101-to-1 Reverse Stock
Split.”
|
d.
|
Effects.
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors – Purposes, Alternatives and Effects of the Reverse
Split”
“Special
Factors – Reasons for the Reverse Split”
“Special
Factors – Effects of the Reverse Split on our Affiliates”
“Special
Factors – Effects and Tax Consequences of the Reverse Split on our Other
Stockholders”
“Amendment
to Articles of Incorporation to Effect 101-to-1 Reverse Stock
Split.”
|
Item
8. Fairness of the Transaction.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
a.
|
Fairness.
“Summary
Term Sheet”
“Special
Factors – Purposes, Alternatives and Effects of the Reverse
Split”
“Special
Factors – Reasons for the Reverse Split”
“Special
Factors – Fairness of the Reverse Split”
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b.
|
Factors
considered in determining fairness.
“Special
Factors – Purposes, Alternatives and Effects of the Reverse
Split”
“Special
Factors – Reasons for the Reverse Split”
“Special
Factors – Fairness of the Reverse Split”
|
c.
|
Approval
of security holders.
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
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d.
|
Unaffiliated
representative.
“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors – Fairness of the Reverse Split”
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e.
|
Approval
of directors.
“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors – Reasons for the Reverse Split”
“Special
Factors – Fairness of the Reverse Split”
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f.
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Other
Offers. Not applicable.
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Item
9. Reports, Opinions, Appraisals and Negotiations.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
|
a.
|
Report,
opinion or
appraisal: None
|
|
b.
|
Preparer
and summary of report, opinion or appraisal: Not
Applicable
|
|
c.
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Availability
of documents:
|
“Summary
Term Sheet”
“Additional
Available Information”
Item
10. Sources and Amounts of Funds or Other Consideration.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
a.
|
Source
of funds.
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
|
b.
|
Conditions. Not
applicable.
|
c.
|
Expenses.
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
|
d.
|
Borrowed
funds. Not applicable.
|
Item
11. Interest in Securities of the Subject Company.
The
information set forth in the Information Statement under the captions set forth
after each subheading is incorporated herein by reference in response to the
information required for such subheading:
“Summary
Term Sheet”
“Questions
and Answers Concerning the Stockholder Action Taken”
“Special
Factors – Effects of the Reverse Split on our Affiliates”
“Beneficial
Ownership of Securities and Security Ownership of Management”
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b.
|
Securities
transactions: None
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Item
12. The Solicitation or Recommendation. Not
applicable.
Item
13. Financial Statements.
“Summary
Financial Information”
The
following financial statements of the Company are incorporated by reference from
the Company’s Form 10-K for the year ended December 31, 2008 and Form 10-Q for
the nine months ended September 30, 2009:
|
The
audited financial statement for the years ended December 31, 2008 and
2007, which are set forth in Item 8 of the Company’s Form 10-K for the
year ended December 31, 2008, beginning on Page
38.
|
|
The
unaudited financial statements for the nine months ended September 30,
2009, which are set forth in Item 1 of Part I of the Company’s Form 10-Q
for the nine months ended September 30, 2009, beginning on Page
3.
|
|
b.
|
Pro
forma information. Not applicable.
|
Item 14.
Persons/Assets, Retained, Employed, Compensated or Used. Not
applicable.
Item 15.
Additional Information. Not applicable.
Item
16. Exhibits.
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a.1.
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Schedule
14C Preliminary Information Statement. (The Company hereby incorporates by
reference the preliminary information statement which was filed with the
SEC contemporaneously with this transaction
statement)
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a.2.
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Notice
to stockholders of action taken without a meeting (included in the
preliminary information statement which was filed with the SEC
contemporaneously with this Transaction Statement and incorporated herein
by reference.)
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a.3
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Form
of letter to stockholders relating to the exchange of old stock
certificates for new stock certificates and cash in lieu of fractional
shares (included in the preliminary information statement which was filed
with the SEC contemporaneously with this Transaction Statement and
incorporated herein by reference.)
|
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a.4
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Form
of transmittal letters for stockholders to deliver stock certificates to
the transfer agent (included in the preliminary information statement
which was filed with the SEC contemporaneously with this Transaction
Statement and incorporated herein by
reference.)
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SIGNATURE
After due
inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and
correct.
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ASPYRA, INC.
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December
31, 2009
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By:
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/s/ Ademola
Lawal
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Ademola
Lawal
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Chief
Executive Officer
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