<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:
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
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 June 2, 1999, change its name from Mirage
Holdings, Inc., a Nevada corporation to NetSol International, Inc., a Nevada
corporation. The purpose of this name change is due to the recent acquisition
of Network Solutions (Pvt) Limited and NetSol (UK) by the Company. A Board of
Directors will be installed until the next annual meeting of shareholders.
The Company will simultaneously file for a symbol change. Currently,
Mirage's symbol is "MGHI". The Company will have as its options "NETS", "NSOL"
NSII" or "NSLI" and will choose one that is available.
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 June 6, 1999, the holders of at least 51% of the
outstanding stock of Mirage Holdings, Inc., a Nevada corporation (the
"Company") agree to change the name of the Company to "NetSol International,
Inc., a Nevada corporation." Upon such name change, the Company will also
change its symbol to correspond more appropriately with NetSol International,
Inc., a Nevada corporation 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 June 2, 1999. Record holders of the Common Stock at the close of business
on May 10, 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 May 5, 1999, there were 4,002,065 Common Stock outstanding.
NAME CHANGE
GENERAL INFORMATION
Pursuant to the Bylaws and general Nevada corporate law by at least 51%
of the outstanding stock, the Company plans on changing its name from Mirage
Holdings, Inc. to NetSol International, Inc. This change came about as a
result of the Company's recent acquisition of Network Solutions (Pvt) Limited
("NetSol (Pvt)"), a software development and export company located in
Lahore, Pakistan and the acquisition of NetSol (UK) Limited ("NetSol (UK)") a
sister company of NetSol Pvt located in Milton Keynes, England in April, 1999.
NAME CHANGE
As a result of this acquisition, Mirage became a software development
company and ceased its affiliation, operations and/or association's with the
clothing industry. Accordingly, the Board of Directors would like to change
the name of Mirage to NetSol International, Inc.
SYMBOL CHANGE
Mirage's current symbol is MGHI for its common stock and WMGHI for its
warrants. The Board of Directors of Mirage will file for a new symbol to
correspond with NetSol International, Inc. The four choices presented are:
"NETS", "NSOL", "NSII" or "NSLI."
BOARD OF DIRECTORS
A new Board of Directors will be installed until the next annual meeting
of shareholders. The Board members are as follows:
4
<PAGE>
NETSOL INTERNATIONAL, INC. BOARD OF DIRECTORS
Salim Ghauri
Najeeb Ghauri
Naeem Ghauri
Irfan Mustafa
Earl Shannon
Shahab Ghauri
The Company intends to call for a vote to confirm their majority
shareholders action by consent in its Annual Meeting of Shareholders
scheduled on or about October 16, 1999.
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.
5
<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.
NAME CHANGE, SYMBOL CHANGE AND BOARD OF DIRECTORS
The Company will change its name to the following:
[INSTRUCTIONS TO SHAREHOLDERS: If you would like to vote for the name change and
symbol change please mark the box underneath each paragraph relating to the name
and symbol change. 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 changing its name to NetSol International, Inc., a Nevada Company.
/ / I hereby vote to change the name of the Company
/ / I hereby withhold my vote for this name change
In addition, the Company plans to change its symbol.
/ / I hereby vote to change the symbol
/ / I hereby withhold my vote for this change
Finally, the Company will have an interim Board of Directors until the next
annual meeting of stockholders.
/ / I hereby vote in favor of the Interim Board of Directors
/ / I hereby withhold my vote for the Board of Directors
NOW, THEREFORE, if a majority of the shares vote to elect to acquire these
companies, BE IT RESOLVED that the Company change its name and its symbol.
6
<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: 310-395-0891
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:
----------------------------------- ---------------- ----------------------
- ------------------------------------------------------------------------------
7
