UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of
the
Securities Exchange Act of 1934 (Amendment No. ___)
Filed by
the Registrant x
Filed by
a Party other than the Registrant ¨
Check the
appropriate box:
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x
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Preliminary
Proxy Statement
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¨
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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¨
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Definitive
Proxy Statement
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¨
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Definitive
Additional Materials
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¨
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Soliciting
Material under §240.14a-12
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ATSI
COMMUNICATIONS, INC.
(Name of
Registrant as Specified In Its Charter)
Payment
of Filing Fee (Check the appropriate box):
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x
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No
fee required.
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¨
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Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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(1) Title
of each class of securities to which transaction applies:
(2) Aggregate
number of securities to which transaction applies:
(3) Per
unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed
maximum aggregate value of transaction:
(5) Total
fee paid:
¨ Fee
paid previously with preliminary materials.
¨ Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2)
and identify the filing for which the offsetting fee was paid previously.
Identify the previous filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount
Previously Paid:
(2) Form,
Schedule or Registration Statement No.:
(3) Filing
Party:
(4) Date
Filed:
ATSI
COMMUNICATIONS, INC.
3201
CHERRY RIDGE
BUILDING
C, SUITE 300
SAN
ANTONIO, TEXAS 78230
NOTICE
OF SOLICITATION FOR ACTION
TO
BE TAKEN BY WRITTEN CONSENT IN LIEU
OF
A MEETING OF STOCKHOLDERS
To the
Stockholders of ATSI Communications, Inc.:
Attached
hereto is a solicitation statement which solicits the written consent of the
stockholders of ATSI Communications, Inc., a Nevada corporation (the
“Corporation”) to authorize and approve an amendment to the Corporation’s
Articles of Incorporation to change the name of the Corporation to Digerati
Technologies, Inc. The amendment to the Corporation’s Articles of
Incorporation to change the name of the Corporation to Digerati Technologies,
Inc. is described in detail in the solicitation statement attached to this
notice. If approved by the stockholders of the Corporation, the Board
of Directors will have the authority to change the name of the Corporation
without future stockholder approval of such change, except as may otherwise be
required by the Corporation’s Articles of Incorporation, the rules of any
securities exchange on which the Corporation’s securities are listed or
applicable law.
The
solicitation of written consents is being made by the Corporation’s Board of
Directors. The Board of Directors approved and recommended that the
stockholders of the Corporation approve the amendment to the Corporation’s
Articles of Incorporation to change the name of the Corporation to Digerati
Technologies, Inc. on December 13, 2010.
Stockholders
are urged to read and to consider carefully the information contained in this
solicitation statement.
After
reading this solicitation statement, please date, sign and deliver promptly to
the Corporation the enclosed consent, for which a pre-addressed return envelope
is provided. This solicitation statement is first being mailed to stockholders
of the Corporation on or about January 28, 2011.
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BY
ORDER OF THE BOARD OF DIRECTORS
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/s/
Arthur L. Smith
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San
Antonio, Texas
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Arthur
L. Smith
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January
28, 2011
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President
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ATSI
COMMUNICATIONS, INC.
SOLICITATION
FOR
STOCKHOLDER
ACTION BY WRITTEN CONSENT
GENERAL
INFORMATION
PRIOR
REVIEW
Although
copies of these solicitation materials have been filed with and examined by the
Securities and Exchange Commission (the “Commission”), such filing and
examination by the Commission does not represent and shall not be deemed to be a
finding that the materials are accurate or complete or not false and misleading
or that the Commission has passed upon the merits of or approved any statement
contained in these materials or any matter to be acted upon by the
stockholders. No representation to the contrary has been made or
should be implied. A representation to the contrary is a criminal
offense.
PROCEDURE
Under
Section 78.390 of the Nevada Corporations Code, stockholders of the Corporation
must approve an amendment to the Corporation’s Articles of Incorporation to
change the name of the Corporation. Under Section 78.320 of the
Nevada Corporations Code, as well as the Corporation’s bylaws, any action that
may be taken at an annual or special meeting of stockholders may be taken
without a meeting, without prior notice and without a vote, if a majority of the
holders of outstanding stock entitled to vote consent in writing to such action
and if written notice of such action is delivered to the stockholders who fail
to provide consent. To eliminate the cost and time associated with
holding a special meeting of stockholders and to effect the amendment to the
Corporation’s Articles of Incorporation to change the name of the Corporation as
early as possible, the Board of Directors voted to proceed with the amendment by
obtaining the written consent of the holders of a majority of shares of the
Corporation’s outstanding Common Stock.
In this
solicitation of consents, written and unrevoked consents from holders of record
of a majority of the issued and outstanding shares of Common Stock as of the
Record Date (as hereinafter defined) must be delivered to the Corporation to
approve the amendment to the Articles of Incorporation to change the name of the
Corporation.
RECORD
DATE AND VOTING RIGHTS
The Board
of Directors of the Corporation has fixed the close of business on
January 18, 2011 (the “Record Date”) as the date for the determination
of stockholders entitled to approve the proposed amendment to the Corporation’s
Articles of Incorporation to change the name of the Corporation to Digerati
Technologies, Inc. As of the Record Date, the Corporation had
53,302,887 shares of Common Stock issued and outstanding.
Each
share of Common Stock is entitled to one vote per share in connection with the
matters described above. Pursuant to applicable Nevada law, there are
no dissenter’s or appraisal rights relating to the amendment to the
Corporation’s Articles of Incorporation to change the name of the Corporation to
Digerati Technologies, Inc.
DELIVERY
OF CONSENTS
The Board
of Directors requests that each stockholder complete, date and sign the consent
enclosed with this solicitation statement and deliver the consent in the return
envelope provided. The consent should be returned as soon as possible
and, in any event, not later than March 9, 2011. Any
consent received by the Corporation after March 9, 2011 will not be counted and
will be treated as votes against the amendment to the Articles of Incorporation
to change the name of the Corporation to Digerati Technologies,
Inc.
REVOCABILITY
OF CONSENTS
Any
consent executed and delivered by a stockholder may be revoked at any time by
marking, dating, signing and delivering to the Secretary of the Corporation a
written revocation before March 9, 2011. A revocation may
be in any written form validly signed by the record holder as long as it clearly
states that the consent previously given is no longer effective. The
delivery of a subsequently dated consent which is received before
March 9, 2011 and is properly marked, dated, signed and delivered to
the Corporation will constitute a revocation of an earlier consent.
VOTING
PROCEDURES
The
amendment to the Articles of Incorporation to change the name of the Corporation
to Digerati Technologies, Inc. will be adopted when properly completed and
unrevoked consents are signed and submitted to the Corporation by stockholders
of record holding a majority of the voting power of the outstanding shares of
Common Stock. Because a consent to corporate action is effective only
if expressed by stockholders of record holding a majority of the voting power of
the outstanding shares of Common Stock, the failure to deliver a consent before
March 9, 2011, or the revocation of a previously delivered consent before March
9, 2011 will have the same effect as withholding consent.
Abstentions
and “broker non-votes” (shares held of record by brokers or nominees which are
not voted on a particular matter because the broker or nominee has not received
voting instructions from the beneficial owner of such shares and does not have
discretionary voting power with respect to that matter) have the same effect as
not delivering a consent to the amendment to the Articles of Incorporation to
change the name of the Corporation to Digerati Technologies, Inc.
If the
amendment to the Articles of Incorporation to change the name of the Corporation
to Digerati Technologies, Inc. is approved by stockholders, the Corporation will
promptly give written notice thereof to all stockholders who have not
consented.
COSTS
OF SOLICITATION
The
Corporation will pay the expenses of printing, assembling and mailing this
solicitation statement. The Corporation will also reimburse brokerage
firms and nominees for out-of-pocket expenses incurred in sending these
solicitation materials to, and obtaining instructions from, beneficial
owners.
RECOMMENDATION
OF THE BOARD OF DIRECTORS
The Board
of Directors of the Corporation unanimously recommends that you consent to the
proposed amendment to the Articles of Incorporation to change the name of the
Corporation to Digerati Technologies, Inc. Our current name does not
adequately reflect the nature of our current business and
operations. We believe that the new name will increase the brand
recognition of our products and services and will be more
recognizable. We intend to undertake a marketing campaign in
connection with the name change to increase the public awareness of our products
and services. The name change will not affect the rights of our
stockholders.
VOTING
SECURITIES AND OWNERSHIP THEREOF
BY
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table lists the beneficial ownership of shares of our Common Stock by
(i) all persons and groups that own beneficially more than 5% of the outstanding
shares of our Common Stock, (ii) each of our directors or nominees for director,
(iii) each person who held the office of Chief Executive Officer at any time
during the fiscal year ended July 31, 2010, (iv) our two most highly
compensated executive officers other than our Chief Executive Officer who were
serving as executive officers on July 31, 2010 and to whom we paid
more than $100,000 in compensation during the last fiscal year and (v) all
directors and officers as a group. None of our directors, nominees or
officers owns any equity security issued by our
subsidiaries. Information with respect to our officers, directors and
their families is as of January 19, 2011 and is based on our books and records
and information obtained from each individual. Information with
respect to our other stockholders is based upon the Schedule 13D or Schedule 13G
filed by such stockholders with the Securities and Exchange
Commission. Unless otherwise stated, the business address of each
individual or group is the same as the address of our principal executive
office.
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Name
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Description
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Sole
Voting
or
Investment
Power
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Shared
Voting
or
Investment
Power
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Total
Beneficial
Ownership
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Percent
Of
Class1
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Arthur
L. Smith
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President,
Chief Executive Officer and Director
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5,255,222 | -0- | 5,255,222 | 8.7 | % | ||||||||||||
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Antonio
Estrada, Jr.
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Senior
Vice President Finance and Controller
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4,703,161 | -0- | 4,703,161 | 7.8 | % | ||||||||||||
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Ruben
R. Caraveo
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Senior
Vice President Sales and Operations
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4,517,612 | -0- | 4,517,612 | 7.5 | % | ||||||||||||
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John
R. Fleming
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Director
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3,016,757 | -0- | 3,016,757 | 5.0 | % | ||||||||||||
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Murray
R. Nye
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Director
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3,016,757 | -0- | 3,016,757 | 5.0 | % | ||||||||||||
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All
Officers and Directors as a Group
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20,509,509 | -0- | 20,509,509 | 34.1 | % | |||||||||||||
1 Based
on the number of shares outstanding as of the Record Date plus, with respect to
each individual, the number of shares with respect to which they had options or
other rights to acquire within sixty (60) days after the Record
Date.
DELIVERY
OF DOCUMENTS TO SECURITY HOLDERS
SHARING
AN ADDRESS
Unless we
have received contrary instructions, only one copy of this Solicitation
Statement (or Notice of Internet Availability of Solicitation Statement) is
being delivered to two or more stockholders who share an address. We
will provide additional copies of this Solicitation Statement (or Notice of
Internet Availability of Solicitation Statement) to any stockholder upon written
or oral request delivered to us at:
ATSI
Communications, Inc.
Attn: Secretary
3201
Cherry Ridge
Building
C, Suite 300
San
Antonio, Texas 78230
Tel:
(210) 614-7240
Fax:
(210) 614-7264
Any
stockholder who would like to request a separate Annual Report to Stockholders,
Proxy Materials, Information Statements or Notices of Internet Availability in
the future may do so by written request delivered to the address set forth
above. If stockholders that share an address receive more than one
copy of this Solicitation Statement (or Notice of Internet Availability of this
Solicitation Statement), they may request that a single copy of any future our
Annual Report to Stockholders, Proxy Materials, Information Statements or
Notices of Internet Availability be sent by written request delivered to us at
the same address.
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF SOLICITATION MATERIALS FOR THE ACTION TO BE
TAKEN IN LIEU OF A MEETING ON OR ABOUT MARCH 9, 2011
The
Solicitation Statement and Consent Form are available online at
https://www.atsi.net/proxyvote.pdf.
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By
Order of the Board of Directors,
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/s/
Arthur L. Smith
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Arthur
L. Smith
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President
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Dated:
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San
Antonio, Texas
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January 28, 2011
APPENDIX
