UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14C INFORMATION
CURRENT REPORT
PURSUANT TO SECTION 14(C)
of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report: January 24, 2001
OASIS RESORTS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation or organization)
67421N 30 7 48-0680109
(CUSIP Number) (IRS Employer Identification Number)
3753 Howard Hughes Parkway, Suite 200
Las Vegas, Nevada 89109
(Address of principal executive offices)
(702) 892-3742
(Registrant's telephone number, including area code)
We Are Not Asking You For a Proxy
AND
You Are Requested Not to Send Us A Proxy
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14c-5(d)(2)
[ ] Definitive Information Statement
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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:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid: $125.00
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[ ] 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:
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3) Filing Party:
4) Date Filed
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OASIS RESORTS INTERNATIONAL, INC.
3753 Howard Hughes Parkway, Suite 200
Las Vegas, Nevada 89109
Notice of Proposed Action by Written Consent
of a
Majority of the Outstanding Common Stock
to be taken on or about February 28, 2001.
To the Stockholders of Oasis Resorts International, Inc.
Notice is hereby given that by Written Consent by the holders of a majority of
the outstanding common stock of Oasis Resorts International, Inc. (the
"Company") it has been proposed that the Company carry out a one (1) for sixty
(60) reverse split of its outstanding shares of common stock.
Only stockholders of record at the close of business on December 28, 2000 will
be given Notice of the Action by Written Consent. The Company is not soliciting
proxies.
By Order of the Board of Directors
/s/ Jon L. Lawver
Secretary of the Company
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OASIS RESORTS INTERNATIONAL, INC
3753 Howard Hughes Parkway, Suite 200
Las Vegas, Nevada 89109
Telephone (702) 892-3742
INFORMATION STATEMENT
ACTION BY A MAJORITY OF STOCKHOLDERS
This Information Statement is furnished to all holders of the $.001 par value
common stock of the Company (the "Common Stock"), in connection with proposed
action by holders of a majority of the issued and outstanding shares of Common
Stock of Oasis Resorts International, Inc., a Nevada corporation (the "Company")
to carry out a one (1) for sixty (60) reverse split (the "Reverse Split") of the
outstanding $0.001 par value common stock of the Company. This action is
proposed to occur on or about February 28, 2001. This Information Statement is
first being mailed to stockholders of record on or about February 5, 2001.
Only stockholders of record at the close of business on December28, 2000 are
entitled to notice of the action to be taken. There will be no vote on the
matter by the shareholders of the Company because the proposed action will be
accomplished by the written consent of a majority of the shareholders of the
Company as allowed by Section 78-320 of the Nevada Revised Statutes.
The Company's Board of Directors and holders of a majority of the issued and
outstanding shares of the Company's $0.001 par value common stock have adopted
resolutions approving the one (1) for sixty (60) reverse split of the Company's
$0.001 par value common stock (the "Common Stock").
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
SECURITY OWNERSHIP OF EXECUTIVE OFFICERS, DIRECTORS AND FIVE
PERCENT STOCKHOLDERS
The following table sets forth certain information concerning the ownership of
the Company's Common Stock as of December 28, 2000, with respect to: (i) each
person known to the Company to be the beneficial owner of more than five percent
(5%) of the Company's Common Stock; (ii) all directors; and (iii) directors and
executive officers of the Company as a group. The notes accompanying the
information in the table below are necessary for a complete understanding of the
figures provided below. As of December 28, 2000, there were 17,772,762 shares of
Common Stock issued and outstanding.
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TITLE OF NAME AND ADDRESS OF AMOUNT PERCENT
CLASS BENEFICIAL OWNER AND OF
NATURE OF CLASS
BENEFICIAL
OWNERSHIP
Common Stock Walter Sanders 300,000 1.6%
($0.001 par value) P.O. Box 2329
West Wendover, NV 89883
Common Stock Charles Longson 0 0%
($0.001 par value) P.O. Box 2329
West Wendover, NV 89883
Common Stock Jon Lawver 0 0%
($0.001 par value) 4695 MacArthur Court, Suite 1450
Newport Beach, CA 92660
Common Stock Richard Weed 0 0%
($0.001 par value) 4695 MacArthur Court, Suite 1450
Newport Beach, CA 92660
Common Stock Leonard J. Roman 0 0%
($0.001 par value) 4695 MacArthur Court, Suite 1450
Newport Beach, CA 92660
Common Stock All Officers and Directors as a
Group 300,000 1.6%
($0.001 par value)
Common Stock NuOasis Resorts International, Inc. 8,144,148 45.8%
($0.001 par value) 43 Elizabeth Avenue, Box N-8680
Nassau, Bahamas
DECREASE OF ISSUED AND OUTSTANDING SHARES AS A RESULT OF REVERSE
STOCK SPLIT (the "Reverse Split")
By consent of persons holding a majority in excess of 50% of the issued and
outstanding shares of the Company's Common Stock, as allowed by Section 78-320
of the Nevada Revised Statutes, the Reverse Split will be effected.
Effective December 28, 2000, the Board of Directors approved the Reverse Split.
Shareholders of Oasis Resorts International, Inc. common stock are not being
requested to consider and approve the reverse split at a shareholder's meeting
and will not vote on the proposal because it has already been approved by a
majority of the Oasis shareholders pursuant to Section 78-320 of the Nevada
Revised Statutes which allows for shareholder action without notice and a
meeting. We have summarized the material terms of the reverse split below. No
vote of holders of outstanding shares of the Company's
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common stock, other than those majority shareholders who have approved the
proposed action, is necessary for approval of the reverse split.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO
SEND US A PROXY
NO CHANGE IN BUSINESS OR PHYSICAL LOCATION
The Reverse Split will effect a change in the number of issued and outstanding
shares of the Company's Common Stock. However, the merger will not result in any
change in our business, management, location of our principal executive offices,
assets, liabilities or net worth (other than as a result of the costs incident
to the Reverse Split, which are immaterial). Our management, including all
directors and officers, will remain the same after the Reverse Split.
Upon the effective date of the Reverse Split, each sixty (60) shares of the
Company's issued and outstanding Common Stock will automatically be converted
into one (1) fully paid and nonassessable share of the Company's Common Stock.
Fractional shares will be rounded upward. The Company intends to issue new stock
certificates to shareholders of record upon the effective date of the Reverse
Split.1
Shareholders need not exchange their existing stock certificates. However, after
the effective date of the Reverse Split, any shareholders desiring new stock
certificates may submit their existing stock certificates to Interwest Transfer,
1981 East Murray-Holladay Road, Salt Lake City, Utah 84117, the Company's
transfer agent, for cancellation, and obtain new certificates.
DESCRIPTION OF CAPITAL STOCK AND VOTING RIGHTS
The Company's authorized capital consists of seventy-five million (75,000,000)
shares of Common Stock and twenty-five million (25,000,000) shares of $0.001 par
value Preferred Stock. As of December 28, 2000 there were 17,772,762 shares of
Common Stock outstanding and no shares of Preferred Stock outstanding. The
holders of Common Stock are entitled to vote on all matters to come before a
vote of the shareholders of the Company. The effect of the Reverse Split will be
to decrease the number of issued and outstanding shares of the Company's Common
Stock from 17,772,762 to approximately 296,213 shares.
Transfer Agent
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1 Since the Company intends to round up any fractional shares created by the
Reverse Split, persons owning less than 60 shares will receive 1 share, and
persons owning odd numbers of shares will have any fractional share
resulting from the Reverse Split rounded to the next higher whole number.
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The transfer agent for the Company's Common Stock is Interwest Transfer Company,
1981 East Murray Holladay Road, Salt Lake City, Utah 84117.
INCORPORATION BY REFERENCE OF CERTAIN FINANCIAL INFORMATION
The following portions of the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2000 are incorporated herein by reference: "Item 1.
Business," "Item 5. Market Information for Common Equity and Related Shareholder
Matters," and "Item 7. Financial Statements."' The following portions of the
Company's Quarterly Report on Form 10-QSB for the period ended September 30,
2000 are also incorporated herein by reference: "Part I. Item 1: Financial
Statements" and "Part I. Item 2: Management's Discussion and Analysis of
Financial Condition and Results of Operations."' Copies of these documents are
available without charge to any person, including any beneficial holder of the
Company's Common Stock to whom this Information Statement was delivered, on
written or oral request to Oasis Resorts International, Inc. 3753 Howard Hughes
Parkway, Suite 200, Law Vegas, Nevada 89109, Attention: Secretary (telephone
number: (702) 892- 3742. Any statement contained in a document all or a portion
of which is incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Information Statement to the extent that a
statement contained herein or in any subsequently filed document that also is or
is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed to
constitute a part of this Information Statement except as so modified or
superseded.
The Company currently has 75,000,000 authorized shares of Common Stock, par
value $0.001 per share, of which 17,772,762 shares were outstanding on December
28, 2000. The Company also currently has 25,000,000 authorized shares of
Preferred Stock, par value $0.001 per share, of which no shares were outstanding
on December 28, 2000.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE
ACTED UPON
No person who has been a director or officer of the Company at any time since
the beginning of the last fiscal year, nominee for election as a director of the
Company, nor associate of the foregoing persons has any substantial interest,
direct or indirect, in the reverse split of the Company's shares which differs
from that of other shareholders of the Company. No director of the Company
opposes the proposed action of effecting a reverse split of the Company's
shares.
10-KSB AND 10-QSB REPORTS
THE COMPANY WILL PROVIDE EACH BENEFICIAL OWNER OF ITS SECURITIES WITH A COPY OF
ITS ANNUAL REPORT ON FORM 10-KSB, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE COMPANY'S MOST RECENT
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FISCAL YEAR, AND ITS MOST RECENT QUARTERLY REPORT ON FORM 10-QSB, INCLUDING THE
FINANCIAL STATEMENTS AND SCHEDULES THERETO, REQUIRED TO BE FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION FOR THE COMPANY'S MOST RECENT QUARTER,
WITHOUT CHARGE, UPON RECEIPT OF A WRITTEN REQUEST FROM SUCH PERSON. SUCH REQUEST
SHOULD BE DIRECTED TO CHIEF FINANCIAL OFFICER, OASIS RESORTS INTERNATIONAL,
INC., 3753 HOWARD HUGHES PARKWAY, SUITE 200, LAS VEGAS, NEVADA 89109.
Dated: January 24, 2001
By Order of the Board of Directors
/s/ Jon L. Lawver
Secretary of the Company
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