SCHEDULE 14C INFORMATION
Proxy Statement Pursuant to Section 14(c) of the Securities and Exchange Act
of 1934
(Amendment No. _____)
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
OTC AMERICA, 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.
[ ] 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:
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OTC AMERICA, INC.
1582 South Parker Road, Suite 203
Denver, Colorado 80231
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 27, 1998
To the Shareholders of OTC America, Inc.:
A Special Meeting of the shareholders of OTC America, Inc. (the "Company")
will be held at One Norwest Center, Suite 1800, 1700 Lincoln Street, Denver,
Colorado 80203 at10:00 a.m. on October 27, 1998, or at any adjournment or
postponement thereof, to approve a one share for 100 share reverse stock split
of the issued and outstanding shares of the Company's $.0001 par value common
stock and to transact such other business as may properly come before the
meeting.
Details relating to this meeting are set forth in the attached Information
Statement. All shareholders of record as of the close of business on October
1, 1998 will be entitled to notice of, and to vote at, such meeting or at any
adjournment or postponement thereof.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
OTC AMERICA, INC.
October 5, 1998 By: ______________________________
Randy Phillips
President, Chief Executive Officer and Director
INFORMATION STATEMENT
OTC AMERICA, INC.
1582 South Parker Road, Suite 203
Denver, Colorado 80231
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 27, 1998
This Information Statement is furnished to the shareholders of OTC
America, Inc., a Colorado corporation (the "Company"), in connection with the
Special Meeting of Shareholders of the Company (the "Special Meeting") to be
held on October 27, 1998 at One Norwest Center Suite 1800, 1700 Lincoln
Street, Denver, Colorado 80203 at 10:00 a.m. or at any adjournment or
postponement thereof. The Company anticipates that this Information Statement
will be first mailed or given to all shareholders of the Company on or about
October 5, 1998.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on October 1, 1998, has been fixed by the sole
Director of the Company as the record date for the determination of
shareholders entitled to notice of and to vote at the Special Meeting. At
such date, there were outstanding 150,000,000 shares of the Company's $.0001
par value common stock (hereinafter referred to as the "Common Stock"), each
of which entitles the holder thereof to one vote per share on each matter
which may come before the meeting. Cumulative voting is not permitted. The
Company has no other class of voting securities outstanding.
A majority of the issued and outstanding shares of the Company's Common
Stock entitled to vote, represented in person or by proxy, constitutes a
quorum at any shareholders' meeting. If a quorum is present, the affirmative
vote of a majority of shares represented in person or by proxy will be
required to approve the matters upon which the shareholders are to vote.
Accordingly, any shares present but not voted shall have the same effect as
shares voted against approval. The Company is not aware of any matters other
than the matter outlined in this Information Statement that will be presented
at the Special Meeting for action on part of the shareholders.
The shares beneficially owned by Randy Phillips, the sole officer and
Director of the Company, which total approximately 72 percent of the
outstanding shares of Common Stock of the Company, will be voted in favor of
the proposal described below. Therefore, the proposal will be approved by the
requisite number of shares.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth, as of October 1, 1998, the Common Stock
ownership of each person known by the Company to be the beneficial owner of
five percent or more of the Company's Common Stock, and the sole Director and
executive officer of the Company individually. Except as otherwise indicated,
each person has sole voting and investment power, as well as record and
beneficial ownership, with respect to the shares shown. As of October 1,
1998, there were 150,000,000 shares of Common Stock outstanding.
<TABLE>
<CAPTION>
COMMON STOCK PERCENT OF
NAME AND ADDRESS OF BENEFICIALLY BENEFICIAL
BENEFICIAL OWNER(1) OWNED OWNERSHIP
<S> <C> <C>
Randy Phillips 108,015,843 72.0%
Sole Director and executive officer
1582 S. Parker Road, Suite 203
Denver, CO 80231
------------------------
</TABLE>
Rule 13d-3 under the Securities Exchange Act of 1934, involving the
determination of beneficial owners of securities, includes as beneficial
owners of securities, among others, any person who directly or indirectly,
through any contract, arrangement, understanding, relationship or otherwise
has, or shares, voting power and/or investment power with respect to such
securities; and, any person who has the right to acquire beneficial ownership
of such security within sixty days through means, including, but not limited
to, the exercise of any option, warrant or conversion of a security. In
making this calculation, options and warrants which are significantly "out-of-
the-money" and therefore unlikely to be exercised within sixty days are not
included in the calculation of beneficial ownership. Any securities not
outstanding which are subject to such options, warrants or conversion
privileges are deemed to be outstanding for the purpose of computing the
percentage of outstanding securities of the class owned by such person, but
are not deemed to be outstanding for the purpose of computing the percentage
of the class by any other person.
MATTER TO BE VOTED UPON
Reverse Stock Split
The sole Director of the Company believes it is advisable and in the best
interests of the Company to declare a one share for 100 share reverse stock
split (the "Reverse Split") of the Company's $.0001 par value Common Stock.
As a result of the Reverse Split, the currently outstanding 150,000,000 shares
of the Company's Common Stock will be converted into 1,500,000 shares, subject
to increases due to rounding as described below. The 150,000,000 shares of
Common Stock authorized in the Company's Articles of Incorporation will remain
the same.
The Reverse Split is recommended in order to restructure the stock
ownership of the authorized Common Stock of the Company. The Company believes
that after the Reverse Split the Company will be more attractive as a merger
candidate to a private company desiring to go public through a merger with a
company whose common stock may be publicly traded and that has a significant
shareholder base.
The Company believes that the management of a suitable target company
entering a merger transaction with the Company will benefit by eliminating
certain costs and uncertainties which the Company believes are associated with
conducting an initial public offering through an underwriter.
Management believes the Company will offer owners of potential merger or
acquisition candidates the opportunity to acquire a controlling interest in a
public company at substantially less cost than is required to conduct an
initial public offering. The target company may, however, incur significant
post merger registration costs in the event target company shareholders wish
to offer a portion of their shares for subsequent sale in a secondary public
offering.
The Company also believes target company shareholders may benefit in
obtaining a greater ownership percentage in the Company remaining after a
merger or acquisition than may be the case in the event a target company
offered its shares directly for sale to the public. Nevertheless, management
of the Company has not conducted market research and is not aware of
statistical data which would support the perceived benefits of a merger or
acquisition transaction for target company shareholders.
Further, while target company shareholders will receive "restricted
securities" in any merger or acquisition transaction, those restricted
securities will represent, if a trading market again develops for the
Company's Common Stock, ownership in a "publicly traded" as opposed to a
"privately held" company. The Company believes that shares in a publicly
traded company can carry an increased value, are more liquid and are in some
instances may be accepted by sellers as payment for additional assets or
businesses that the Company may wish to acquire.
The principal effect of the Reverse Split will be the decrease of the
number of issued and outstanding shares of Common Stock from 150,000,000 to
approximately 1,500,000. The Common Stock outstanding as a result of the
Reverse Split will be fully paid and nonassessable. The voting rights and
other rights that accompany the Common Stock prior to the Reverse Split will
not be altered by the Reverse Split and the number of authorized shares will
not change.
After the effective date of the Reverse Split, the certificates currently
representing issued and outstanding shares of Common Stock will be deemed to
represent the number of shares of Common Stock equal to .01 (1 divided by 100)
times the number of shares of Common Stock shown on the certificate. New
shares of Common Stock will be issued in due course as old shares are
tendered to the transfer agent for exchange or transfer. Fractional shares of
post-split Common Stock which result from the Reverse Split will be rounded up
to the next whole share.
Shareholders are not required to exchange their certificate(s) of pre-
split Common Stock for post-split Common Stock. Shareholders may, however,
exchange their certificates for shares of post-split Common Stock by
surrendering their old certificates representing shares of pre-split Common
Stock to the Company's transfer agent. Upon surrender to the transfer agent
of the share certificate(s) representing shares of pre-split Common Stock and
the applicable transfer fee, which presently is $20 per certificate, the
holder will receive a share certificate representing the appropriate number of
shares of post-split Common Stock.
The following table illustrates the effects of the proposed Reverse Split on
the authorized and outstanding number of shares of Common Stock.
<TABLE>
<CAPTION>
Number of Shares Prior to After
of Common Stock Reverse Split Reverse Split
<S> <C> <C>
Authorized 150,000,000 150,000,000
Outstanding 150,000,000 1,500,000(1)
Treasury 0 0
Reserved 0 0
Available for
Future Issuance 0 148,500,000
Percent of
Authorized
Available for
Future Issuance 0% 99.0%
</TABLE>
(1) Does not include additional shares which will be issued as a result of
rounding. It is estimated that approximately 600 additional shares
will be outstanding as a result of such rounding.
October 5, 1998 OTC AMERICA, INC.
By:_______________________
Randy Phillips
President, Chief Executive Officer and Director
