<PAGE>
Information Statement Pursuant to Section 14(c) of the
Securities Exchange Act of 1934 (Amendment No. / / )
Check the appropriate box:
/ / Preliminary Information Statement
/ / Confidential, for use of the Commission Only
(as permitted by Rule 14c-5(d)(2))
/X/ Definitive Information Statement
Mirage Holdings, Inc.
(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:
- --------------------------------------------------------------------------------
(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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials:
- --------------------------------------------------------------------------------
<PAGE>
/ / 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
previously paid. 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 Statement No.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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2
<PAGE>
MIRAGE HOLDINGS, INC.
233 WILSHIRE BOULEVARD, SUITE 510
SANTA MONICA, CA 90401
NOTICE OF THE TAKING OF CORPORATE ACTION
WITHOUT A MEETING BY WRITTEN CONSENT
Notice is hereby given that the holders of at least 51% of the
outstanding stock of Mirage Holdings, Inc., a Nevada corporation (the
"Company" or "Mirage"), shall, on or about April 17, 1999, acquire 49% of
Network Solutions (Pvt) Limited and 57% of NetSol (UK) Limited by the taking
of corporate action in lieu of a special meeting of stockholders. The
Company is already a majority shareholder in Network Solutions (Pvt) Ltd.
In addition, the Company already owns 43% of the outstanding shares of NetSol
(UK) Ltd. The acquisition of both companies would provide Mirage with 100%
ownership in each.
The accompanying information statement is furnished pursuant to Section
14(c) of the Securities Exchange Act of 1934.
By Order of the Board of Directors,
/s/ Najeeb Ghauri
---------------------------------------
Najeeb Ghauri
President, Chief Executive Officer,
Chief Financial Officer, Secretary
3
<PAGE>
MIRAGE HOLDINGS, INC.
233 WILSHIRE BOULEVARD, SUITE 510
SANTA MONICA, CA 90401
INFORMATION STATEMENT
This Information Statement is furnished in connection with the taking of
corporate action without a meeting by less than unanimous written consent of
stockholders. On or about April 17, 1999, the holders of at least 51% of the
outstanding stock of Mirage Holdings, Inc., a Nevada corporation (the
"Company") intend to acquire 49% of the outstanding shares of Network
Solutions (Pvt) Limited and 57% of the outstanding shares of NetSol (UK)
Limited by less than unanimous written consent in lieu of taking such action
at a special meeting of stockholders. Please be advised, therefore, that
this is only an Information Statement. WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY. The form of Consent is attached
hereto for your information.
This Information Statement is first being sent or given to stockholders
on April 17, 1999. Record holders of the Common Stock at the close of
business on March 19, 1999 are entitled to receive a copy of this Information
Statement. Each stockholder is entitled to one vote for each share of Common
Stock held. On March 12, 1999, there were 2,992,065 Common Stock outstanding.
SHARES OF ACQUISITION
GENERAL INFORMATION
Pursuant to the Bylaws and general Nevada corporate law by at least 51%
of the outstanding stock, the Company plans on acquiring 49% of the
outstanding capital stock of Network Solutions (Pvt) Limited ("NetSol"), a
software company development and exporter located in Lahore, Pakistan.
NetSol is the first Pakistani based software firm to be certified as "ISO
9001" which is a prestigious accreditation for software developers. The
Company specializes in lease and finance software systems targeted for the
automotive captive leasing and financing industry. The Company is already a
majority shareholder in Network Solutions (Pvt) Ltd.
According to a recent estimate by Equipment Leasing Association (ELA),
the size of the lease and finance industry in North America has grown to $180
billion annually. The customer base of NetSol has grown to include blue chip
companies such as Mercedes Benz Finance Companies in Australia, United
Kingdom, Singapore, Thailand, Taiwan and Europe. NetSol posted revenues of
approximately $500,000 in the first half of its fiscal year end as compared
to approximately $94,000 for the same period of 1997. NetSol has a team of
over 80 IT professionals and management staff members.
In addition, the Company plans to acquire 57% of NetSol (UK) Limited
("NetSol UK"), a sister company of NetSol based in Miltonkeynes, England.
NetSol UK is the sales and marketing arm of NetSol which has a team of over
20 IT professionals and consultants. In addition, the Company already owns
43% of the outstanding shares of NetSol (UK) Ltd. The acquisition of both
companies would provide Mirage with 100% ownership in each.
NetSol UK has been in operation since 1997. The customer base in Europe
has allowed NetSol UK to post revenues of over $2.1 million for the first
half of fiscal year 1999. The transaction proposes issuance of 4.2 million
shares of Mirage Stock in exchange for the remaining 49% of NetSol and 57%
stock of NetSol UK. There is no cash component required for this transaction.
4
<PAGE>
The Company has engaged the services of an independent nationally
recognized valuation expert to assist in this transaction.
The Company intends to call for a vote to confirm this majority
shareholders action by consent at its Meeting of Shareholders scheduled on or
about October 16, 1999.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of the date hereof, certain
information regarding the ownership of the Common Stock of the Company by (i)
each person who is known to the Company to own, of record or beneficially,
more than five percent of the Common Stock, and (ii) each of the Company's
directors and officers. Where the persons listed have the right to acquire
additional shares of Common Stock through the exercise of options or warrants
within 60 days, such additional shares are deemed to be outstanding for the
purpose of computing the percentage of outstanding shares owned by such
persons, but are not deemed to be outstanding for the purpose of computing
the percentage ownership interests of any other person. Unless otherwise
indicated, each of the stockholders shown in the table below has sole voting
and investment power with respect to the shares beneficially owned.
DIRECTORS AND EXECUTIVE OFFICERS
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
NUMBER OF PERCENTAGE
NAME SHARES BENEFICIALLY OWNED
-----------------------------------------------------------------------------
<S> <C> <C>
Najeeb U. Ghauri 320,000(1) 10%
233 Wilshire Boulevard, Suite 510
Santa Monica, CA 90401
-----------------------------------------------------------------------------
Irfan Mustafa 165,000(2) 5%
233 Wilshire Boulevard, Suite 510
Santa Monica, CA 90401
-----------------------------------------------------------------------------
Earl T. Shannon 20,000(3) *%
7851 Orange Drive
Fort Lauderdale, FL 33338
-----------------------------------------------------------------------------
All officers and directors as a group 505,000 16%
(3 persons)
-----------------------------------------------------------------------------
</TABLE>
__________
(1) Includes 50,000 options issued under the Company's stock option plan
exercisable at $0.01 for five years from May 12, 1997. Also, includes
70,000 options granted under Company stock option plan dated January 1999.
(2) Includes 20,000 options issued under the Company's stock option plan
exercisable at $0.01 for five years from May 12, 1997. Also, includes
45,000 options granted under Company stock option plan dated January 1999.
(3) Includes 20,000 options granted under Company stock option plan dated
January 1999.
*Less than 1%
5
<PAGE>
OTHER BENEFICIAL OWNERS
<TABLE>
<CAPTION>
--------------------------------------------------------------------------
NUMBER OF PERCENTAGE
NAME SHARES BENEFICIALLY OWNED
--------------------------------------------------------------------------
<S> <C> <C>
Whittington Investments, Ltd. 993,400(1) 33%
--------------------------------------------------------------------------
Clearweather Investments 387,565(2) 12%
--------------------------------------------------------------------------
</TABLE>
__________
(1) Includes 23,000 Warrants for shares of Common Stock of the Company at an
exercise price of $0.75 for a term of five years from date of purchase,
April 10, 1997.
(2) Includes 259,500 Warrants for shares of Common Stock of the Company at an
exercise price of $0.75 for a term of five years from date of purchase,
April 10, 1997.
CERTAIN RELATIONSHIPS AND TRANSACTIONS
On March 30, 1997, the Company purchased 10% of the outstanding capital
stock of Network Solutions (PVT) Limited, and on September 15, 1998, the
Company increased its ownership interest in NetSol to 51% of the outstanding
capital stock. The Company also acquired 43% in NetSol U.K. The Chief
Executive Officer, President, and Director of NetSol is Salim Ghauri; a
Director of NetSol is Shahab Ghauri; and another Director of NetSol is Naeem
Ghauri; all brothers of Najeeb U. Ghauri, President, Secretary, and a
Director of the Company. The Company believes that its investment with
NetSol was on terms at least as favorable to the Company as would be
obtainable in arm's length dealings with unrelated third persons. It is
further the Company's intention that all future transactions between the
Company and NetSol will be on terms at least as favorable to the Company as
would be obtainable in arm's-length dealings with unrelated third persons.
However, the ongoing familial relationship between management of the Company
and management of NetSol could result in conflicts of interest between the
Company and NetSol, which could result in actions taken by the Company that
do not fully reflect the interests of all shareholders of the Company. In
order to minimize any conflict of interest, the fairness and reasonableness
of any material transaction between the Company and NetSol in the future will
be subject to approval by a majority of the independent members of the Board
of Directors of the Company or by an independent firm selected by such
members.
The Company's management believes that the terms of these transactions
are no less favorable to the Company than would have been obtained from an
unaffiliated third party in similar transactions. All future transactions
with affiliates will be on terms no less favorable than could be obtained
from unaffiliated third parties, and will be approved by a majority of the
disinterested directors.
6
<PAGE>
By Order of the Board of Directors,
/s/ Najeeb Ghauri
---------------------------------------
Najeeb Ghauri
President, Chief Executive Officer,
Chief Financial Officer, Secretary
A copy of the Company's Annual Report on Form 10-K for the year ended
June 30, 1998, which has been filed with the SEC pursuant to the Exchange
Act, may be obtained without charge upon written request to Najeeb Ghauri,
President, Chief Executive Officer, Chief Financial Officer, Secretary,
Mirage Holdings, Inc., 233 Wilshire Boulevard, Suite 510, Santa Monica,
California, 90401 or from the Internet at WWW.SEC.GOV from the SEC's Edgar
database.
7
<PAGE>
[FORM OF CONSENT]
CONSENT ACTION IN WRITING OF
THE MAJORITY SHAREHOLDERS OF
MIRAGE HOLDINGS, INC.
A NEVADA CORPORATION
IN LIEU OF MEETING
The undersigned majority shareholders of Mirage Holdings, Inc. (the
"Company"), acting pursuant to Section 78.3793 of the Nevada General
Corporation Law and the Company's Bylaws, hereby consent to take the
following actions.
ACQUISITION
The Company will acquire the following:
[INSTRUCTIONS TO SHAREHOLDERS: If you would like to vote for the acquisition of
Network Solutions (Pvt) Limited and NetSol (UK) Limited please mark the box
underneath each paragraph relating to the acquisition of NetSol (Pvt) and NetSol
(UK). If you wish to withhold your vote for the acquisition or abstain from
voting on this issue, please mark the box underneath which states: "I hereby
withhold my vote for this acquisition." If neither box is checked, your vote,
either for, against, or abstaining, cannot be counted, so kindly check one box
or the other, indicating your preference.]
Pursuant to the Bylaws and general Nevada corporate law, the Company
plans on acquiring 49% of the outstanding capital stock of Network Solutions
(Pvt) Limited ("NetSol"), a software company development and exporter located
in Lahore, Pakistan. NetSol is the first Pakistani based software firm to be
certified as "ISO 9001" which is a prestigious accreditation for software
developers. The Company specializes in lease and finance software systems
targeted for the automotive captive leasing and financing industry. NetSol
has a team of over 80 IT professionals and management staff members.
/ / I hereby vote to acquire Network Solutions (Pvt) Limited
/ / I hereby withhold my vote for this acquisition
In addition, the Company plans to acquire 57% of NetSol (UK) Limited
("NetSol UK"), a sister company of NetSol based in Miltonkeynes, England.
NetSol UK is the sales and marketing arm of NetSol which has a team of over
20 IT professionals and consultants.
/ / I hereby vote to acquire NetSol (UK) Limited
/ / I hereby withhold my vote for this acquisition
NOW, THEREFORE, if a majority of the shares vote to elect to acquire
these companies, BE IT RESOLVED that the Company will acquire Network
Solutions (Pvt) Limited and NetSol (UK) Limited and these companies are
hereby acquired.
8
<PAGE>
EFFECTIVENESS OF THIS CONSENT
This Consent shall be effective for no longer than sixty (60) days from
the date of the first signature below. The Company intends to call for a
vote to ratify this majority shareholders action by consent at its Annual
Meeting of Shareholders on or about October 15, 1999.
REVOCABILITY OF THIS CONSENT
This consent is fully revocable by a writing received by the Company
prior to the time that written consents of the number of shares required to
authorize the proposed action have been filed with the Secretary of the
Company. Such revocation is effective upon its receipt by the Secretary of
the Company. If you wish to revoke this consent after you have signed it,
please mail, fax, or send by overnight delivery, your revocation in writing
to:
Mr. Najeeb Ghauri, Secretary
Mirage Holdings, Inc.
233 Wilshire Boulevard, Suite 510
Santa Monica, CA 90401
Facsimile: (310) 451-3953
FURTHER ACTION
RESOLVED, that the Officers and Directors of the Company are authorized
to take such further action as they may deem necessary or appropriate to
carry out the purpose and intent of the foregoing resolutions.
FACSIMILE SIGNATURES
RESOLVED, that facsimile signatures of the shareholders on this Consent
shall be deemed to be original signatures for all intents and purposes.
CERTIFICATION
The undersigned hereby consent to this action and the resolutions set
forth above and direct and authorize that a copy of this Consent Action in
Writing by the Majority Stockholders be placed by the Company's Secretary
with the minutes of the proceedings of the Stockholders in the official
records of the Company.
SHAREHOLDER SIGNATURE:
- --------------------------------------------------------------------------------
Print Name: Date Signed: Number of Shares Held:
--------------------------
Sign Name:
--------------------------- -------------- ----------------------
- --------------------------------------------------------------------------------
9
