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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; 32nd
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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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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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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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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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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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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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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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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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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October
30, 2009
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ASPYRA,
INC.
By: /s/ Rodney
Schutt
Rodney Schutt, Chief Executive Officer |