PRE 14C 1 0001.txt SCHEDULE 14C FOR OASIS RESORTS, INC. 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 Payment of Filing Fee (Check the appropriate box): [ ] No fee required. [ ] Fee computed on table below per Exchange Act Rules 14(c)-5(g) and 0-11. 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 1 [ ] 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 No.: 3) Filing Party: 4) Date Filed ------------------------------------------------------------------------------- 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 2 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. 3
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 4 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 -------- 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. 5 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 6 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 7