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SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Check the appropriate box:
/X/ Preliminary Information Statement / / Confidential,
for use of the Commission only
/ / Definitive Information Statement (as permitted by Rule 14c-5(d)(2)).
SPORTS RESORTS INTERNATIONAL, INC.
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(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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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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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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SPORTS RESORTS INTERNATIONAL, INC.
951 Aiken Road
Owosso, Michigan 48867
(800) 433-3604
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INFORMATION STATEMENT
GENERAL INFORMATION
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YOUR VOTE IS NOT REQUIRED
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
This Information Statement (the "Information Statement") is being
mailed on or about August 13 by Sports Resorts International, Inc., a Michigan
corporation (the "Company"), to all holders of record at the close of business
on August 9, 2001 (the "Record Date") of the Company's common stock, par value
$0.01 per share (the "Common Stock") in connection with the approval and
adoption of an amendment to the Company's Articles of Incorporation (the
"Charter Amendment"). As of July 17, 2001, there were 24,177,805 shares of
Common Stock outstanding. Each share of Common Stock is entitled to one vote on
each matter of business put to a stockholder vote.
On July 17, 2001, Donald J. Williamson, the holder of 11,906,780 shares
of Common Stock, and Patsy L. Williamson, the holder of 11,632,500 shares of
Common Stock, representing in the aggregate approximately 97% of the outstanding
Common Stock of the Company (the "Majority Stockholders") acted by written
consent (the "Written Consent"). As a result, the Charter Amendment was approved
by a majority of the issued and outstanding voting securities of the Company and
no further votes will be needed. Donald J. Williamson is the Chairman of the
Board and Chief Executive Officer of the Company, and Patsy L. Williamson is his
wife. On July 17, 2001, the Company's Board of Directors, in response to the
Written Consent, ratified the Charter Amendment, which increases the number of
authorized shares Common Stock that can be issued by Sports Resorts
International, Inc. from 35,000,000 to 70,000,000. The purpose of the Charter
Amendment is to increase the number of shares of Common Stock that are
authorized to be issued so that the Company can accommodate the stock split that
was announced on July 17, 2001.
The Company's Board of Directors has complied with Section 450.1611(3)
of the Michigan Business Corporation Act. The Company intends to file the
Charter Amendment, substantially in the form attached hereto as Exhibit A, with
the Michigan Department of Commerce-Corporation and Securities Bureau on or
after 20 calendar days after the distribution of this Information Statement.
This Information Statement is being provided pursuant to the
requirements of Rule 14c-2 promulgated under Section 13 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), to inform holders of the
Common Stock entitled to vote or give an authorization or consent in regard to
the Charter Amendment of the action being taken. Set forth below is certain
information that Rule 14c-2 requires to be included in this Information
Statement.
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EXHIBIT A
CERTIFICATE OF AMENDMENT TO THE
ARTICLES OF INCORPORATION OF
SPORTS RESORTS INTERNTAIONAL, INC.
Pursuant to the provisions of Act 284, Public Acts of 1972 (the "Act"),
the undersigned executes the following Certificate:
1. The present name of the corporation is: Sports Resorts
International, Inc.
2. The identification number assigned by the Michigan Department
of Consumer & Industry Services Bureau of Commercial Services
is: 344-630.
3. Article IV of the Articles of Incorporation is hereby amended
to read as follows:
THE TOTAL NUMBER OF SHARES OF STOCK WHICH THE CORPORATION
SHALL HAVE AUTHORITY TO ISSUE IS 70,000,000 SHARES OF COMMON
STOCK, EACH WITH A PAR VALUE OF $0.01, AND 5,000,000 SHARES OF
PREFERRED STOCK, EACH WITH A PAR VALUE OF $0.01. PREFERRED
SHARES MAY BE ISSUED IN SERIES, EACH SERIES BEING COMPOSED OF
SUCH NUMBER OF SHARES AND HAVING SUCH DIVIDEND, LIQUIDATION,
VOTING, CONVERSION, REDEMPTION AND OTHER RIGHTS, IF ANY, AS
THE BOARD OF DIRECTORS MAY DETERMINE FROM TIME TO TIME BY
RESOLUTION
4. The foregoing amendment to the Articles of Incorporation was
duly adopted on July 17, 2001 by written consent of the
shareholders having not less than the minimum number of votes
required by statute in accordance with Section 450.1407(1) of
the Act. Written notice to shareholders who have not consented
in writing shall be given promptly.
Signed this 17th day of July, 2001 By: /s/ Donald J. Williamson
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Name: Donald J. Williamson
Title: Chief Executive Officer