Schedule 14C Information
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
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.
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(Name of Registrant as Specified In Its Charter)
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[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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transaction computed pursuant to Exchange Act Rule
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calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
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OTC America, Inc.
600 17th Street, Suite 950 South
Denver, CO 80202
Notice of Special Meeting of Shareholders
Date:
June 16, 2000
Time:
11:00 a.m. local time
Place:
600 17th Street, Suite 950 South
Denver, CO 80202
Purpose:
To vote on the following matters:
o To approve an amendment to the articles of incorporation to
change the name of the corporation to e.NVIZION COMMUNICATION
GROUP, Ltd.
Additional information about the meeting is contained in the
accompanying information statement. All shareholders of record on April 14, 2000
are entitled to receive notice of and to vote at this meeting.
The board of directors encourages you to attend this meeting. HOWEVER,
WE 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/ Randy L. Phillips
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Secretary
May 17, 2000
<PAGE>
OTC America, Inc.
600 17th Street, Suite 950 South
Denver, CO 80202
INFORMATION STATEMENT
Special Meeting of Shareholders
To Be Held June 16, 2000
This information statement is furnished to the shareholders of OTC
America, Inc., a Colorado corporation, in connection with the special meeting of
shareholders to be held at 600 17th Street, Denver Colorado at 11:00 a.m. local
time on June 16, 2000. OTC America anticipates that this information statement
will be first mailed or given to all OTC America shareholders on or about May
17, 2000.
At the special meeting, shareholders will be asked to consider and vote
on the following:
o to approve an amendment to the Articles of Incorporation to
change the corporate name to e.NVIZION COMMUNICATION GROUP,
Ltd.
The board of directors has fixed April 14, 2000 as the record date for
the determination of shareholders entitled to notice of and to vote at the
special meeting. At that date, there were outstanding approximately 10,900,096
shares of common stock, which reflects a four for one forward stock split
effective March 1, 2000. OTC America has no other class of voting securities
outstanding.
The presence in person or by proxy of one-third of the outstanding
shares of common stock is necessary to constitute a quorum at the meeting.
Approval of the amendment to the articles of incorporation for the change of the
corporate name requires the affirmative vote by a majority of the quorum of the
outstanding shares of OTC America. Randy L. Phillips, the president and director
of OTC America, beneficially owns 6,920,640 (63.5%) of the outstanding common
stock and has indicated that he will vote in favor of the proposal. Accordingly,
the proposal will be approved by the required affirmative vote. WE ARE NOT
ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
<PAGE>
1. APPROVAL OF THE CHANGE IN CORPORATE NAME
On April 14, 2000 the board of directors adopted a resolution to
propose to the shareholders that OTC America amend its articles of incorporation
to change its corporate name to e.NVIZION COMMUNICATION GROUP, Ltd. The board of
directors believes that the proposed new name more accurately reflects OTC
America's business plan to provide communication services including providing
telephone, internet services and other broad band communication services.
SECURITY OWNERSHIP OF MANAGEMENT
AND CERTAIN BENEFICIAL OWNERS
The following table presents as of April 11, 2000 the common stock
ownership of each person known by us to be the beneficial owner of five percent
or more of our common stock, and our sole officer and director. Except as noted,
each person has sole voting and investment power with respect to the shares
shown. We are not aware of any contractual arrangements or pledges of its
securities which may at a subsequent date result in a change of control our
company. As of April 11, 2000, there were 10,900,096 shares, which reflects a
four for one forward stock split effective March 1, 2000, of our common stock
issued and outstanding.
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Name and Address of Number of Shares of Percent of
Beneficial Owner Common Stock(1) Ownership
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Randy L. Phillips 6,920,640 63.5%
President and Director
600 17th Street, Suite 950 South
Denver, CO 80202
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Felipe & Dixie Aragon 600,000 5.5%
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Colorado Emergency Medical Services 600,000 5.5%
Foundation
PO Box 3771
Grand Junction, CO 81502
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By Order of the Board of Directors
/s/ Randy L. Phillips
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Randy L. Phillips, President
May 17, 2000
