As filed with the U.S. Securities and Exchange Commission on July 12, 2001
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Oasis Resorts International Inc.
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(Exact name of Registrant as specified in its charter)
Nevada 48-0680109
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3753 Howard Hughes Parkway, Suite 200
Las Vegas, Nevada 89103
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(Address of Principal Executive Offices, including ZIP Code)
The Oasis Resorts International, Inc. 2001 Stock Plan
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(Full title of the plan)
Fred G. Luke, 4001 S. Decatur Blvd., Las Vegas, Nevada 89103
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(Name and address of agent for service)
(702) 892-3742
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
CALCULATION OF REGISTRATION FEE
Proposed
Proposed Maximum
Title of Amount of Offering Aggregate Amount of
Securities Shares to be Offering Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee
- ---------------- ------------ -------------- ---------- -------------
$.001 par value
common stock 2,500,000 $ .80 $2,000,000 $528.00
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TOTALS 2,500,000 $2,000,000 $528.00
- ---------------- ------------ ---------- -------------
(1) This calculation is made solely for the purposes of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act and is calculated on the basis of (a) the average of the
high and low prices per share of the Common Stock as of July 11, 2001, a
date within five business days prior to the filing of this Registration
Statement.
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PROSPECTUS
OASIS RESORTS INTERNATIONAL, INC.
2,500,000 Shares of Common Stock underlying
The Oasis Resorts International, Inc. 2001 Stock Plan
This Prospectus relates to the offer and sale by Oasis Resorts
International, Inc., a Nevada corporation ("Oasis"), of shares of its $.001 par
value per share common stock (the "Common Stock") to certain employees,
officers, directors, advisors and consultants (collectively the "Consultants")
pursuant to the Oasis Resorts International, Inc. 2001 Stock Plan (the "Stock
Plan"). Pursuant to the Stock Plan, Oasis is registering hereunder and then
issuing, upon receipt of adequate consideration therefore, 2,500,000 shares of
the Common Stock to key employees, advisors, and consultants in exchange for
services rendered.
The Common Stock is not subject to any restriction on transferability.
Recipients of shares other than persons who are "affiliates" of Oasis within the
meaning of the Securities Act of 1933 (the "Act") may sell all or part of the
shares in any way permitted by law, including sales in the over-the-counter
market at prices prevailing at the time of such sale. An affiliate is summarily,
any director, executive officer or controlling shareholder of NewBridge. The
"affiliates" of Oasis may become subject to Section 16(b) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), which would limit their
discretion in transferring the shares acquired in Oasis. If the Consultant who
is not now an "affiliate" becomes an "affiliate" of the Oasis in the future, he
would then be subject to Section 16(b) of the Exchange Act.
The Common Stock is listed on the OTC bulletin board under the symbol "OSRI".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is July 12, 2001
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This Prospectus is part of a Registration Statement which was filed and
became effective under the Securities Act of 1933, as amended (the "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations promulgated by the U.S. Securities and Exchange Commission (the
"Commission") under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other documents filed as an exhibit to either
the Registration Statement or other filings by Oasis with the Commission are
qualified in their entirety by the reference thereto.
A copy of any document or part thereof incorporated by reference in this
Prospectus but not delivered herewith will be furnished without charge upon
written or oral request. Requests should be addressed to: 3753 Howard Hughes
Parkway, Suite 200, Las Vegas, Nevada 89103.
In 1988, Oasis, a Nevada corporation completed its merger with Flexweight
Drillpipe Company, a Kansas corporation ("Flexweight"). As a result,
Flexweight's operations merged into Oasis and Flexweight ceased to exist as a
separate entity and as such, all reports of Oasis incorporated by reference or
referred to herein are reports of Flexweight. Oasis is subject to the reporting
requirements of the Exchange Act and in accordance therewith files reports and
other information with the Commission. These reports, as well as the proxy
statements, information statements and other information filed by Oasis under
the Exchange Act may be inspected and copied at the public reference facilities
maintained by the Commission at 450 Fifth Street, N.W. Washington D.C. 20549.
Copies may be obtained at the prescribed rates. In addition, the Common Stock is
quoted on the automated quotation system maintained by the National Association
of Securities Dealers, Inc. ("NASD"); thus, copies of these reports, proxy
statements, information statements and other information may also be examined at
the offices of the NASD at 1735 K. Street, N.W. Washington, D.C. 20549.
No person has been authorized to give any information or to make any
representation, other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by Oasis. This Prospectus does not constitute an offer or a
solicitation by anyone in any state in which such is not authorized or in which
the person making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation.
Neither the delivery of this Prospectus nor any sale made hereunder shall,
under any circumstances, create any implication that there has not been a change
in the affairs of Oasis since the date hereof.
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TABLE OF CONTENTS
Item 1. Plan Information ............................................. 6
Item 2. Registrant Information and Employee Plan Annual Information .. 7
Item 3. Incorporation of Documents by Reference ...................... 8
Item 4. Description of Securities .................................... 8
Item 5. Interests of Named Experts and Counsel ....................... 8
Item 6. Indemnification of Directors and Officers .................... 9
Item 7. Exemption from Registration Claimed .......................... 9
Item 8. Exhibits ..................................................... 10
Item 9. Undertakings ................................................. 10
SIGNATURES .................................................................. 12
EXHIBIT INDEX ............................................................... 13
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
GENERAL INFORMATION
Oasis Resorts International, Inc.
Oasis has its principal executive offices at: 3753 Howard Hughes Parkway,
Suite 200 Las Vegas, Nevada 89103.
Purposes
The Common Stock will be issued by Oasis pursuant to the Stock Plan
approved by the Board of Directors of Oasis (the "Board of Directors"). The
Stock Plan is intended to provide a method whereby Oasis may provide
compensation to key employees, advisors and consultants by issuing them shares
of its capital stock in exchange for services, and to thereby conserve the
Company's cash resources. In addition, equity ownership will provide increased
incentive for such individuals to render services to the Company in the future
and to exert maximum effort for the success of the Company's business. A copy of
the Stock Plan has been filed as an exhibit to this Registration Statement.
Common Stock
The Board of Directors has authorized the issuance of up to 2,500,000
shares of the Common Stock underlying the Stock Plan upon effectiveness of this
Registration Statement.
The Consultants
Oasis' Board of Directors or Committee shall grant the right to receive
Common Stock to the Consultants for services rendered to, or to be rendered to,
or on behalf of, Oasis such that the fair market value of the Shares
approximates the fair market value of services as determined at the discretion
of the Board of Directors.
No Restrictions on Transfer
The Consultants will become the record and beneficial owners of the shares
of Common Stock upon issuance and delivery and are entitled to all of the rights
of ownership, including the right to vote any shares awarded and to receive
ordinary cash dividends on the Common Stock.
Tax Treatment to the Consultant
The Common Stock is not qualified under Section 401(a) of the Internal
Revenue Code. The Consultant, therefore, will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs: (a) the shares become freely transferable, or
(b) the shares cease to be subject to a substantial risk of forfeiture.
Accordingly, the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however, the Consultant receives shares of common stock pursuant to the exercise
of an option or options at an exercise price
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below the fair market value of the shares on the date of exercise, the
difference between the exercise price and the fair market value of the stock on
the date of exercise will be deemed ordinary income for federal income tax
purposes. The Consultant is urged to consult his tax advisor on this matter.
Further, if any recipient is an "affiliate," Section 16(b) of the Exchange Act
is applicable and will affect the issue of taxation.
Tax Treatment to Oasis
The amount of income recognized by any recipient hereunder in accordance
with the foregoing discussion will be an expense deductible by Oasis for federal
income tax purposes in the taxable year of Oasis during which the recipient
recognizes income.
Restrictions on Resales
In the event that an affiliate of Oasis acquires shares of Common Stock
hereunder, the affiliate will be subject to Section 16(b) of the Exchange Act.
Further, in the event that any affiliate acquiring shares hereunder has sold or
sells any shares of Common Stock in the six months preceding or following the
receipt of shares hereunder, any so called "profit", as computed under Section
16(b) of the Exchange Act, would be required to be disgorged from the recipient
to Oasis. Services rendered have been recognized as valid consideration for the
"purchase" of shares in connection with the "profit" computation under Section
16(b) of the Exchange Act. Oasis has agreed that for the purpose of any "profit"
computation under 16(b) the price paid for the common stock issued to affiliates
is equal to the value of services rendered. Shares of Common Stock acquired
hereunder by persons other than affiliates are not subject to Section 16(b) of
the Exchange Act.
DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION
Oasis hereby incorporates by reference its reports including (i) its annual
report on Form 10-KSB for the year ended June 30, 2000 filed pursuant to Section
13 of the Exchange Act, (ii) any and all Forms 10-QSB, as amended filed under
the Securities or Exchange Act subsequent to any filed Form 10-KSB, as well as
all other reports filed under Section 13 of the Exchange Act, and Form 8-K
filings, if any, and (iii) its annual report, if any, to shareholders delivered
pursuant to Rule 14a-3 of the Exchange Act. In addition, all further documents
filed by Oasis pursuant to Section 13, 14, or 15(d) of the Exchange Act prior to
the termination of this offering are deemed to be incorporated by reference into
this Prospectus and to be a part hereof from the date of filing. All documents
which when together, constitute this Prospectus, will be sent or given to
participants by the Registrant as specified by Rule 428(b)(1) of the Securities
Act.
Item 2. Registrant Information and Employee Plan Annual Information
A copy of any document or part thereof incorporated by reference in this
Registration Statement but not delivered with this Prospectus or any document
required to be delivered pursuant to Rule 428(b) under the Securities Act will
be furnished without charge upon written or oral request. Requests should be
addressed to: 3753 Howard Hughes Parkway, Suite 200, Las Vegas, Nevada 89103.
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Legal Opinion and Experts
Richard O. Weed has rendered an opinion on the validity of the securities
being registered. Mr. Weed is also a director of Oasis.
Indemnification of Officers and Directors
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers, or persons controlling the Company, the
Company has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Registrant hereby states that (i) all documents set forth in (a)
through (c), below, are incorporated by reference in this registration
statement, and (ii) all documents subsequently filed by registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which indicates that
all securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents.
(a) Registrant's latest Annual Report, whether filed pursuant to
Section 13(a) or 15(d) of the Exchange Act;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by annual report
referred to in (a), above; and
(c) The latest prospectus filed pursuant to Rule 424(b) under the
Securities Act.
Item 4. Description of Securities
No description of the class of securities (i.e. the $.001 par value Common
Stock) is required under this item because the Common Stock is registered under
Section 12 of the Exchange Act.
Item 5. Interests of Named Experts and Counsel
Neither the named experts nor counsel have an equity interest in the
Company.
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Item 6. Indemnification of Directors and Officers
Under Nevada law, a corporation may indemnify its officers, directors,
employees and agents under certain circumstances, including indemnification of
such person against liability under the Securities Act of 1933. A true and
correct copy of Section 78.7502 of Nevada Revised Statutes that addresses
indemnification of officers, directors, employees and agents is attached hereto
as Exhibit 99.1.
In addition, Section 78.037 of the Nevada Revised Statutes and Oasis'
Articles of Incorporation and Bylaws provide that a director of this corporation
shall not be personally liable to the corporation or its stockholders for
monetary damages due to breach of fiduciary duty as a director except for
liability (a) for acts or omissions which involve intentional misconduct, fraud
or a knowing violation of law; or (b) for the payments of distribution in
violation of Nevada Revised Statute 78.300.
The effect of these provisions may be to eliminate the rights of Oasis and
its stockholders (through stockholders' derivative suit on behalf of Oasis) to
recover monetary damages against a director for breach of fiduciary duty as a
director (including breaches resulting from negligent or grossly negligent
behavior) except in the situations described in clauses (a) - (b) of the
preceding paragraph.
Item 7. Exemption from Registration Claimed
Not applicable.
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Item 8. Exhibits
(a) The following exhibits are filed as part of this
registration statement pursuant to Item 601 of Regulation S-K and are
specifically incorporated herein by this reference:
Exhibit No. Title
5.1 Opinion of Counsel re: Legality
10.1 Oasis Resorts International, Inc. 2001 Stock Plan
23.1 Consent of Richard O. Weed, special counsel to registrant,
to the use of his opinion with respect to the legality of
the securities being registered hereby and to the references
to him in the Prospectus filed as a part hereof.
23.2 Consent of McKennon, Wilson & Morgan LLP
99.1 Section 78.7502 of Nevada Revised Statutes
Item 9. Undertakings
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of registrant
pursuant to the foregoing provisions, or otherwise, registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of registrant in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against public policy
as expressed in the Act and will be governed by the final adjudication of such
issue.
Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) include any prospectus required by Section 10 (a) (3) of the
Securities Act;
(ii) reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represents a fundamental change in the information set
forth in the registration statement; and
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(iii)include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, paragraphs (1)(i) and (1)(ii) shall not apply if
the information required to be included in a post-effective amendment
by those paragraphs are incorporated by reference from periodic
reports filed by the registrant small business issuer pursuant to
section 13 or section 159d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment to the registration
statement shall be deemed to be a new registration statement relating
to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
(4) To deliver or cause to be delivered with the prospectus, to each
person to whom the prospectus is sent or given, the latest annual
report to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the requirements of
Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934;
and, where interim financial information required to be presented by
Article 3 of Regulation S-X is not set forth in the prospectus, to
deliver, or cause to be delivered to each person to whom the
prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide
such interim financial information.
(5) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of registrant pursuant to the foregoing provisions, or
otherwise, registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by registrant of expenses
incurred or paid by a director, officer or controlling person of
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, registrant
will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification is against
public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
registrant's annual report pursuant to Section 13(a) of the Securities Act of
1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Newport Beach, State of California on July 11, 2001.
OASIS RESORTS INTERNATIONAL, INC.
(Registrant)
By: /s/ Walter Sanders
Walter Sanders
President
Pursuant to the requirements of the 1933 Act, this registration
statement or amendment has been signed by the following persons in the
capacities and on the dates indicated:
Signatures Title Date
------------------------ ----------------------------- --------------
/s/ Walter Sanders President and Director July 11, 2001
--------------------
Walter Sanders
/s/ Leonard J. Roman Director and Chief Financial July 11, 2001
-------------------- Officer
Leonard J. Roman
/s/ Jon L. Lawver Secretary and Director July 11, 2001
--------------------
Jon L. Lawver
/s/ Richard O. Weed Director July 11, 2001
--------------------
Richard O. Weed
/s/ Charles R. Longson Director July 11, 2001
--------------------
Charles R. Longson
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FORM S-8 REGISTRATION STATEMENT
EXHIBIT INDEX
The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-K and are specifically incorporated herein
by this reference:
Exhibit
Number in
Registration
Statement Description
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5.1 Opinion of Counsel
10.1 Oasis Resorts International, Inc. 2001 Stock Plan
23.1 Consent of Richard O. Weed to Use of Opinion
23.2 Consent of McKennon, Wilson & Morgan, LLP
99.1 Section 78.7502 of Nevada Revised Statutes
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