- Statement of Ownership: Private Transaction (SC 13E3)
30 Ottobre 2009 - 7:21PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
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Rule
13e-3 Transaction Statement
Under
Section 13(e) of the Securities Exchange Act of 1934
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ASPYRA,
INC.
(Name of the
Issuer)
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ASPYRA,
INC.
(Name of Persons Filing
Statement)
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Common
Stock, no par value per share
(Title of Class of
Securities)
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04538V104
(CUSIP
Number of Class of Securities)
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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)
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This
statement is filed in connection with (check the appropriate box):
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a.
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[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.
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b.
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[ ] The filing of a registration statement under the Securities Act
of 1933.
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d.
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[ ] None of the above.
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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.
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Calculation
of Filing Fee
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Transaction
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Amount
of filing fee
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Valuation
$923*
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$18.46
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*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.
[ ] 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.
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Amount
Previously Paid:
...............................................................................
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Form
or Registration No.:
.............................................................................
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Filing
Party:
..................................................................................................
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Date
Filed:
....................................................................................................
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Item
1. Summary Term Sheet.
Reference
is made to “General Information” in the information statement filed by Aspyra,
Inc. (the “Company”) with the SEC.
Item
2. Subject Company Information.
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a.
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Name
and address. Aspyra, Inc., 4360 Park Terrace Drive, Suite 220,
Westlake Village, CA 91361, phone number
818-880-6700.
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b.
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Securities. 17,201,327
shares of common stock, no par value, outstanding as of October 20,
2009.
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c.
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Trading
market and price. Reference is made to “Market and Market Price
for Our Common Stock” under “Amendment to Articles of Incorporation to
Effect 101-to-1 Reverse Stock Split” in the Company’s information
statement filed with the SEC for information as to the market for and
trading price of our common stock.
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d.
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Dividends. The
Company has not paid any dividends on its common stock during the past two
years.
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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 name, business address and
telephone number of the Company, which is the filing party, are 4360 Park
Terrace Drive, Suite 220, Westlake Village, CA 91361, phone number 818-880-6700.
The other sections in Item 3 are not applicable.
Item 4.
Terms of the Transaction.
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a.
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Material
Terms. The terms of the transaction, which is a 101-for-one
reverse split, are described under “Amendment to Articles of Incorporation
to Effect 101-to-1 Reverse Stock Split” in the Company’s information
statement filed with the SEC.
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c.
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Different
Terms. Not Applicable.
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d.
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Appraisal
rights. Reference is made to “Principal Effects of the Reverse
Split” under “Amendment to Articles of Incorporation to Effect 101-to-1
Reverse Stock Split” in the Company’s information statement filed with the
SEC for information as to the absence of appraisal
rights.
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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. Reference is made to “Amendment to
Articles of Incorporation to Effect 101-to-1 Reverse Stock Split” in the
Company’s information statement filed with the SEC for information
concerning the termination of registration under the Securities Exchange
Act and the effect of such termination on the market for the common
stock.
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Item
5. Past Contacts, Transactions, Negotiations and
Agreements. None.
Item
6. Purpose of the Transaction and Plans or Proposals.
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b.
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Use
of securities acquired. Not
applicable.
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c.
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Plans. Reference
is made to “Amendment to Articles of Incorporation to Effect 101-to-1
Reverse Stock Split” in the Company’s information statement filed with the
SEC for information concerning the termination of registration under the
Securities Exchange Act.
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Item 7.
Purposes, Alternatives, Reasons and Effects.
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a.
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Purposes. Reference
is made to “Amendment to Articles of Incorporation to Effect 101-to-1
Reverse Stock Split” in the Company’s information statement filed with the
SEC for information concerning the purposes of the
transaction.
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b.
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Alternatives.
Not applicable.
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c.
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Reasons. Reference
is made to “Reasons for the Reverse Split” under “Amendment to Articles of
Incorporation to Effect 101-to-1 Reverse Stock Split” in the Company’s
information statement filed with the SEC for information concerning the
reasons of the transaction.
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d.
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Effects. Reference
is made to “Amendment to Articles of Incorporation to Effect 101-to-1
Reverse Stock Split” in the Company’s information statement filed with the
SEC for information concerning the effects of the
transaction.
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Item
8. Fairness of the Transaction.
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a.
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Fairness. Reference
is made to “Amendment to Articles of Incorporation to Effect 101-to-1
Reverse Stock Split” in the Company’s information statement filed with the
SEC for information concerning the fairness of the
transaction.
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b.
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Factors
considered in determining fairness. Reference is made to
“Amendment to Articles of Incorporation to Effect 101-to-1 Reverse Stock
Split” in the Company’s information statement filed with the SEC for
information concerning the factors considered by the board of directors in
approving the reverse split.
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c.
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Approval
of security holders. The action has been approved by the Company’s
majority stockholders and no further action is required to be taken by
security holders.
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d.
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Unaffiliated
representative. No representative was appointed to act as
representative for unaffiliated
stockholders.
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e.
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Approval
of directors. The transaction was approved by unanimous consent
of the board of directors, including all of the directors who are not
employees of the Company.
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f.
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Other
Offers. Not applicable.
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Item
9. Reports, Opinions, Appraisals and Negotiations. Not
applicable.
Item
10. Sources and Amounts of Funds or Other Consideration.
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a.
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Source
of funds. Reference is made to “Who is paying the cost of this
information statement and the payments for the fractional shares in the
reverse split” under “General Information” in the Company’s information
statement filed with the SEC for information as to source of
funds.
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b.
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Conditions. Not
applicable.
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c.
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Expenses. Reference
is made to “Who is paying the cost of this information statement” under
“General Information” in the information statement for information as to
the nature of expenses relating to the information statement and reverse
split.
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d.
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Borrowed
funds. Not applicable.
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Item
11. Interest in Securities of the Subject Company. Not
applicable.
Item
12. The Solicitation or Recommendation. Not
applicable.
Item
13. Financial Statements. Reference is made to the
Company’s Form 10-K for the year ended December 31, 2008 and Form 10-Q for the
six months ended June 30, 2009.
Item 14.
Persons/Assets, Retained, Employed, Compensated or Used. Not
applicable.
Item 15.
Additional Information. Not applicable.
Item
16. Exhibits. Reference is made to the Company’s
information statement filed with the SEC.
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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October
30, 2009
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ASPYRA,
INC.
By:
/s/ Rodney
Schutt
Rodney
Schutt, Chief Executive Officer
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5
Grafico Azioni Aspyra (AMEX:APY)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Aspyra (AMEX:APY)
Storico
Da Dic 2023 a Dic 2024
