SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(C) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the registrant [X)
Filed by a party other than the registrant [ ]
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
NORTH AMERICAN RESORTS INC.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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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WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
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(3) Per unit 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 fee 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:
July 28, 2000
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NORTH AMERICAN RESORTS, INC.
15945 Quality Trail North
Scandia, MN, 55073
(888) 709-3975
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD AUGUST 28, 2000
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders of North
American Resorts, Inc., a Colorado Company ("Company"), will be held at
2nd Floor, 827 West Pender Street, Vancouver, BC, Canada on Monday, August 28,
2000 at 10:30 a.m. local time, to consider and act upon:
1. The Directors' proposal to amend the Articles of Incorporation of the
Company to change the name of the Company from North American Resorts,
Inc. to "Immulabs Corporation".
2. The Directors' proposal to amend the Articles of Incorporation of the
Company to provide for a number of Directors between once and ten, such
new Directors to be added at the discretion of the current Board of
Directors and subject to later approval by the shareholders at an Annual
General Meeting of the Corporation, if such approval is requested by the
Shareholders.
3. The Directors' proposal to approve the Company's Qualified and
Non-Qualified Stock Option Plans which provide, in the aggregate, up to
1,500,000 shares of Common Stock.
Shareholders of record at the close of business on July 28, 2000 are entitled to
notice of, and to vote at, this Special Meeting. You are cordially invited to
attend. However, this notice is sent to you as a courtesy by management. Proxies
are not being solicited as the present management has sufficient votes to
approve the above proposals.
WT ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By Order of the Board of Directors,
/s/ Ben Traub
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BENJAMIN TRAUB- Chairman of the
Board
Vancouver, British Columbia
July 28, 2000
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NORTH AMERICAN RESOURCES, INC
15945 Quality Trail North
Scandia, Minnesota 55073
July 28, 2000
Dear Shareholder:
You are cordially invited to attend the Special Meeting of Shareholders of North
American Resorts, Inc. (the "Company") to be held on August 28, 2000 at 10:30
a.m. (local time) at the Company's business office at: Second Floor, 827 West
Pender Street, Vancouver, D.C., V6C 3G8, Canada. At this meeting, you will be
asked to vote on the following matters: (i) the amendment of Company Articles to
change the name of the Company to Immulabs Corporation; (ii) the amendment of
Company Articles to provide for a number of Directors between one and ten, such
new Directors to be added at the discretion of the current Board and subject to
later approval by the shareholders, if such approval is requested by the
shareholders; and, (iii) the approval of the Company's Qualified and
Non-Qualified Stock Option Plans which provide, in the aggregate, up to
1,500,000 shares of Common Stock. Shareholders of record at the close of
business on July 28, 2000 are entitled to notice of, and to vote at, this
Special Meeting. You are cordially invited to attend. However, this notice is
sent to you as a courtesy by management. Proxies are not being solicited as the
present management has sufficient votes to approve the above proposals.
Nevertheless, we look forward to seeing you at the meeting and receiving your
vote.
WE ARE NOT ASKING YOU FOR A PROXY
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
Sincerely,
Benjamin Traub
Chairman of the Board
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NORTH AMERICAN RESORTS, INC.
15945 Quality Trail North
Scandia, MN, 55073
INFORMATION STATEMENT
FOR SPECIAL MEETING OF SHAREHOLDERS TO BE
HELD ON AUGUST 28, 2000
Special Meeting of the Shareholders
This Proxy Statement is furnished is connection with the Special Meeting of
Shareholders of North American Resorts, Inc. (the "Company") to be held on
Monday, August 28, 2000 at 10.30 A.M., at 2nd Floor, 827 West Pender Street,
Vancouver BC V6C 3G8, Canada, or at any adjournment or postponement of this
Meeting, for the purposes set forth herein and in the accompanying Notice of
Special Meeting of Shareholders. This Information Statement is being first sent
to or given to shareholders of record of July 28, 2000. The mailing address of
the Company's business offices is 2nd Floor, 827 West Pender Street, Vancouver
BC V6C 3G8, Canada.
Shareholders Entitled To Vote
Only shareholders of record of the Company's Common Stock at the close of
business on July 28, 2000 will be entitled to vote at the meeting or any
adjournment thereof. On that date, 9,706,300 shares of Common Stock of the
Company (the "Common Stock") were issued and outstanding. Each shareholder is
entitled to one vote for each share held of record on the record date. The
holders of a majority of the total shares of common stock outstanding at the
record date present at the Annual Meeting in person will constitute a quorum for
the transaction of business at the Special Meeting. Abstentions and broker
non-votes both will be counted toward fulfillment of quorum requirements. A
broker non-vote occurs when a nominee holding shares for a beneficial owner does
not vote on a particular proposal because the nominee does not have
discretionary voting power with respect to that proposal and has not received
instructions from the beneficial owner. Shares cannot be voted at the Special
Meeting unless the holder is present in person. A complete list of shareholders
entitled to vote at the Special Meeting will be open to examination by any
shareholder during the meeting.
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Voting at the Special Meeting
The passing of the proposed amendments to the Articles of the Company will
require the affirmative vote of a two-thirds majority of the shares of Common
Stock represented and voting in person or by proxy and entitled to vote at the
Special Meeting. Abstentions and broker non-votes will not be counted as votes
cast in connection with determining these and will have no effect on the outcome
of such votes.
The affirmative vote of a majority of the shares of Common Stock voted in person
at the Special Meeting is required to approve the adoption of the Company's
Stock Option Plans. Consequently, abstentions and broker non-votes will have no
effect on the proposal to adopt the Company's Stock Option Plan.
MATTERS TO COME BEFORE THE MEETING
NAME OF COMPANY
The Company's Board of Directors desires to change the name of the Company from
North American Resorts, Inc. to " Immulabs Corporation". If passed, the Company
will be adapting a new trading symbol.
The Proposal is as follows:
To Amend Article 1 of the Articles of Incorporation as follows:
ARTICLE I.
The name of this corporation shall be Immulabs Corporation.
The purpose of the proposal is to have the Company's name more accurately
reflect the Company's possible future business focus.
The Company has engaged Management Company and Incubator, Cyclone Financing
Group, Inc. (CFGi) for the purposes of corporate reorganization and strategic
re-focus of which this proposed name charge is part.
The name "Immulabs Corporation"has been reserved for the Company. It will become
effective if passed by the shareholders, on August 28, 2000.
NUMBER OF DIRECTORS
Amend the Articles of Incorporation of the Company to allow the election of up
to ten Directors, at the discretion of the Board. The current Articles provide
only for the election of Directors by the shareholders.
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The proposal is as follows:
To amend Article II, DIRECTORS, Section 2.1 Number and Term of
Office, as follows:
ARTICLE II
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DIRECTORS
1.1 Number. Term of Office. The number of Directors of the
corporation Shall be from one to ten. New Directors may be added at the
discretion of the current Board of Directors, subject to later approval
by the shareholders at an Annual Meeting of the Corporation, if
requested by a shareholder. Each Director shall hold office for an
indefinite term and until his death, removal or disqualification.
STOCK OPTION PLAN
The proposal is as follows:
To approve the 2000 Qualified Stock Option Plan and the 2000 Non-Qualified Plan
proposed by the Board of Directors. The Plans will provide, is the aggregate, up
to 1,500,000 shares to be issued under the Qualified and Non-Qualified Plans.
The chief purpose of the Plans is to give employees of the Company an incentive,
through stock ownership, to remain as Company employees. The Plans, as adopted,
are contained in the Company's SEC Form-8 filings filed on June 30, 2000.
Adoption of the North American Resorts Inc.
Stock Option Plan:
The Board has approved, subject to shareholder approval, a proposal to adopt the
Company 2000 Qualifed and Non-Qualified Stock Option Plans ("2000 Plans"). This
will provide, in the aggregate, 1,500,000 shares of Common Stock available for
grant under such plans. The proposed plans are coined in the Company's SEC
Form-8 filings filed on June 30, 2000. The 2000 Plans' description below is
qualified in its entirety by reference to the text of these filings.
The 2000 Plans provide for the grant of non-qualified stock options and
incentive stock options to employees, consultants and Directors of the Company.
Shares of Common Stock may be authorized but unissued, or reacquired shares.
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Participants in the 2000 Plans are determined by a Committee consisting of not
fewer than two Non-Employee Directors within the meaning of Rule 16b-3 of the
Exchange Act. All stock options granted under the 2000 Plans will be evidenced
by Agreements that will be subject to the applicable provisions of the Plans and
to such other provisions as the Committee may adopt. The Agreements will specify
the duration of the stock option. However, no stock option will be exercisable
later then the tenth anniversary of its grant. Such Agreements will also specify
whether the options are intended as incentive stock options or non-qualified
stock options. The 2000 Plans will terminate on June 27, 2010 unless sooner
determined by the Board.
The proposed amendment and restatement will (i) provide for the granting of
incentive stock options to employees; (ii) continue rewarding and giving
incentives to employees and key persons affiliated with the Company by providing
such persons with an interest in the Company which corresponds to that of the
Company's shareholders.
Federal Income Tax Consequences:
INCENTIVE STOCK OPTIONS. An optionee who is granted an incentive stock option
does not recognize taxable income at the time the option is granted or upon its
exercise, although the exercise is an adjustment item for alternative minimum
tax purposes and may subject the optionee to the alternative minimum tax. Upon a
disposition of the shares more than two years after grant of the option and one
year after exercise of the option, any gain or loss is treated as long-term
capital gain or loss. Net capital gains on shares held more than 12 months may
be taxed at a maximum federal rate of 20%. Capital losses are allowed in full
against capital gains and up to $3,000 against other income. If these holding
periods are not satisfied, the optionee recognizes ordinary income at the time
of disposition equal to the difference between the exercise price and the lower
of (i) the fair market value of the shares at the date of the option exercise or
(ii) the sale price of the shares. Any gain or loss recognized on such a
premature disposition of the shares in excess of the amount treated as ordinary
income is treated as long-term or short-term capital gain or loss, depending on
the holding period. A different rule for measuring ordinary income upon such a
premature disposition may apply if the optionee is also an officer, Director, or
10% stockholder of the Company. Unless limited by Section 162(m) of the Code,
the Company is entitled to a deduction in the same amount as the ordinary income
recognized by the optionee.
NON-STATUTORY STOCK OPTIONS. An optionee does not recognize any taxable income
at the time he or she is granted a nonstatutory stock option. Upon exercise, the
optionee recognizes taxable income generally measured by the excess of the then
fair market value of the shares over the exercise price. Any taxable income
recognized in connection with an option exercise by an employee of the Company
is subject to tax withholding by the Company. Unless limited by Section 162(m)
of the Code, the Company is entitled to a deduction in the same amount as the
ordinary income recognized by the optionee. Upon a disposition of such shares by
the optionee, any difference between the sale price and the optionee's exercise
price, to the extent not recognized as taxable income as provided above, is
treated as long-term or short-term capital gain or loss, depending on the
holding period. Net capital gains on shares held more than 12 months may be
taxed at a maximum federal rate of 20%. Capital losses are allowed in full
against capital gains and up to S3,000 against other income.
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THE FOREGOING IS ONLY A SUMMARY OF THE EFFECT OF FEDERAL INCOME TAXATION UPON
OPTIONEES AND THE COMPANY WITH RESPECT TO THE GRANT AND EXERCISE OF OPTIONS
UNDER THE 1999 PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS
THE TAX CONSEQUENCES OF THE EMPLOYEE'S OR CONSULTANT'S DEATH OR THE PROVISIONS
OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE OR FOREIGN COUNTRY IN WHICH
THE EMPLOYEE OR CONSULTANT MAY RESIDE.
The proposed 2000 PlANs will be adopted upon receiving the affirmative vote of
holders of a majority of the shares present Special Meeting. The Board has
determined that the 2000 Plans are in the best interest of the Company and its
shareholders.
The Board of Directors recommends a vote FOR the adoption of the North American
Resorts, Inc. 2000 Option plans.
By Order of the Board of Directors,
/s/ Ben Traub
BENJAMIN TRAUB, Chairman of the
Board
Vancouver, British Columbia
July 28, 2000
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