UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 5
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
( ) Check this box if no longer subject to Section 16
Form 4 or Form 5 obligations may continue. See Instructions 1(b)
1. Name and Address of Reporting Person
Mark T. Thatcher
C/O Oak Brook Capital I, Inc.
360 Thames Street
Newport, RI 02840
US
2. Issuer Name and Ticker or Trading Symbol
Oak Brook Capital I, Inc.
Issuer not trading on any medium of exchange
3. IRS or Social Security Number of Reporting Person (Voluntary)
N/A
4. Statement for Month/Year
May 20, 1999
5. If Amendment, Date of Original (Month/Year)
N/A
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director (X) 10% Owner (X) Officer (give title below) ( ) Other
(specify below)
Chairman and 10% Owner
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
<TABLE>
<CAPTION>
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Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1. Title of Security |2. |3. |4.Securities Acquired (A) |5.Amount of | |7.Nature of Indirect
| Transaction | or Disposed of (D) | Securities |6.Dir | Beneficial Ownership
| | | | Beneficially |ect |
| | | | | | | Owned at End |(D)or |
| | | | | A/| | of Issuer's |Indir |
| Date |Code|V| Amount | D | Price | Fiscal Year |ect(I)|
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<S> <C> <C> <C><C> <C> <C> <C> <C> <C>
COMMON STOCK (voting) |12/28/|J | | 552,600*** |A | $.0038 | N/A |D |N/A
|99 | | | | | | | |
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Table II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Derivative |2.Con- |3. |4. |5.Number of De |6.Date Exer|7.Title and Amount |8.Price|9.Number |10.|11.Nature of
Security |version |Transaction | rivative Secu |cisable and| of Underlying |of Deri|of Deriva |Dir|Indirect
|or Exer | | | rities Acqui |Expiration | Securities |vative |tive |ect|Beneficial
|cise | | | red(A) or Dis |Date(Month/| |Secu |Securities |(D)|Ownership
|Price of| | | posed of(D) |Day/Year) | |rity |Benefi |or |
|Deriva- | | | |Date |Expir| | |ficially |Ind|
|tive | | | | A/|Exer-|ation| Title and Number | |Owned at |ire|
|Secu- | | | | | D |cisa-|Date | of Shares | |End of |ct |
|rity |Date |Code|V| Amount | |ble | | | |Year |(I)|
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<S> <C> <C> <C> <C><C> <C> <C> <C> <C> <C> <C> <C> <C> <C
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
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</TABLE>
Explanation of Responses
*** Since May 15, 1998 (the date of the Issuer's formation),
the Issuer has sold its Common Stock to the reporting
person listed in the table below in transactions
summarized as follows:
<TABLE>
<CAPTION>
Name Date of Shares Aggregate Purchase
Sale Purchase Price
Price per Share
<S> <C> <C> <C> <C>
Mark T. Thatcher 05/15/98 552,600 $30,000(1) $0.0038
</TABLE>
(1) Consideration consisted of pre-incorporation consulting services
rendered to the Issuer related to investigating and developing
the Issuer's proposed business plan and capital structure and
completing the organization and incorporation of the Issuer.
With respect to the sales made, the Issuer relied on Section 4(2)
of the Securities Act of 1933, as amended. No advertising or general
solicitation was employed in offering the shares. The securities were
offered for investment only and not for the purpose of resale or
distribution, and the transfer thereof was appropriately restricted.
In general, under Rule 144, a person (or persons whose shares are
aggregated) who has satisfied a one year holding period, under certain
circumstances, may sell within any three-month period a number of
shares which does not exceed the greater of one percent of the then
outstanding Common Stock or the average weekly trading volume during
the four calendar weeks prior to such sale. Rule 144 also permits,
under certain circumstances, the sale of shares without any quantity
limitation by a person who has satisfied a two-year holding period and
who is not, and has not been for the preceding three months, an
affiliate of the Issuer.
Each of the sales listed above was made either for cash or for
services. Sales for which the consideration was services were made in
reliance upon the exemption from registration provided by Rule 701
adopted pursuant to Section 3(b) of the Securities Act of 1933. Sales
for which the consideration was cash were made in reliance upon the
exemption from registration offered by Section 4(2) of the Securities
Act of 1933. Based upon the Preincorporation Consultation and
Subscription Agreement executed by the reporting person who acquired
shares for services, and the Subscription Agreement and Investment
Representations executed by the reporting person who acquired shares
for cash, and based upon the pre-existing relationship between the cash
subscribers and the Issuer's officers and directors, the Issuer had
reasonable grounds to believe immediately prior to making an offer to
the reporting person, and did in fact believe, when such subscriptions
were accepted, that such reporting person (1) was purchasing for
investment and not with a view to distribution, and (2) had such
knowledge and experience in financial and business matters that they
were capable of evaluating the merits and risks of their investment and
were able to bear those risks. The reporting person had access to
pertinent information enabling them to ask informed questions. The
shares were issued without the benefit of registration. An appropriate
restrictive legend is imprinted upon each of the certificates
representing such shares, and stop-transfer instructions have been
entered in the Issuer's transfer records. All such sales were effected
without the aid of underwriters, and no sales commissions were paid.
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SIGNATURE OF REPORTING PERSON
/s/ Mark T. Thatcher
DATE
May 20, 1999
