SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
(Amendment No. 0)
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14c-5(d)(2))
[X] Definitive Information Statement
REGAL ONE CORPORATION
_________________________________________________________________
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14c-5(g).
[ ] 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Item 1. Information Required by Items of Schedule 14A.
14A Item 1. Date, time and place information.
(a) The date of the consent to action reported in this
Information Statement was April 2, 1998. The mailing address for
purposes of communicating with the Company is 551 Drift Stone
Avenue, Las Vegas, nevada 89123.
(b) This Information Statement will be mailed to security
holders on or after April 2, 1998.
(c) Inapplicable to Information Statement.
14A Item 2. Revocability of Proxy
Inapplicable to Information Statement.
14A Item 3. Dissenters' Right of Appraisal
This issuance is exempt as to state registration under
section
517.061 of the Florida Statutes and there are no dissenter's
rights associated with this issuance.
14A Item 4. Persons Making the Solicitation
Inapplicable to Information Statement
14A Item 5. Interest of Certain Persons in Matters to Be
Acted Upon
Inapplicable to Information Statement
14A Item 6. Voting Securities and Principal Holders Thereof
(a) The number of shares outstanding and eligible to vote
or have voted in this matter are: after conversion of the Series
B shares at 100:1, 22,093,375, of which 17,500,000 voted in favor
of the proposal.
(b) The record date for security holders voting on this
proposal was March 25, 1998.
(c)-(e) Inapplicable
14A Item 10. Compensation Plans
On May 9, 1995 the Company filed an S-8 Registration
Statement (Registration No. 33-92316) with the Securities and
Exchange Commission, which registered for public trading
3,000,000 shares of common stock potentially issuable under the
Company's Stock Option Plan. This Stock Option Plan was created
to provide incentives to those individuals who serve or have
served the Company as employees, officers, directors or
consultants. Under the Plan, the Board of Directors is
authorized to grant options to the individuals, in its
discretion, that have contributed or will contribute to the well
being of the Company, and to fix the price at which these options
may be exercised and the length of time between the granting of
the options and their exercise by the individual recipients.
Generally, the purchase price selected by the Board is the market
price of the stock on the day that the options are granted, so
that the options are of value only if the Company's stock
appreciates in value.
The Board granted options to a number of individuals
identified in the 14C filing lodged with the SEC on December 7,
1995. All of the options granted had exercise prices equal to
the market price on the date of the grant. If the options that
were granted are not exercised within their approved time
periods, they will then revert to the Company and may be reissued
to other individuals. Of the 3,000,000 options granted, 548,506
have been exercised as of the date of this filing. The
expiration date on the remainder of those original options would
be May 9, 1998, pursuant to information set forth in the December
7, 1995 14C filing. The company has determined that an extension
of the May 9 exercise date is in order and would be beneficial to
the company, and that the exercise price for these options, at
$0.8125 per share is still at or below the market price.
The proposal approved by a majority of the shares eligible
to vote was the granting of an extension of the time in which to
exercise the options to March 31, 1999, for those individuals or
entities that have as yet not exercised their rights. The
recipients are as set forth on the list below:
List of Participants in the 1998 Extension of the
1995 Employee and Consultant's Incentive Benefit Plan
Recipient Options
Nili Shamrat 12,000
John B. Lowy 15,000
David L. Kagel 25,000
Charles Wesley Stevens 30,000
Michael S. Williams 25,000
Robert F. Hammerstien 45,000
Neal R. Bruckman 45,000
Stephen F. Burg 20,000
Frederick Barak 6,000
Lanny R. Lang 25,000
Toni J. Gales 2,500
Kathryn Roth 2,500
Christopher H. Dieterich 20,000
CJ Newman 2,178,494
TOTAL 2,451,494
If you have any questions or would like a copy of the 1995
Stock Option Plan or the Company's filings with the SEC, please
contact the Company at 551 Drift Stone Avenue, Las Vegas, Nevada
89125, and copies of the information will be provided at your
request, at no additional charge to you.
Under the Plan provisions as acted upon by the directors of
the Company, none of the options available to have been issued
were issued to any officers, directors, or nominees to be
directors or officers, and specifically to any named executives
under Item 402(a)(3) or Regulation S-B.
The exercise price, per share, is $0.8125 for all of the
options indicated above, and the individuals have until September
30, 1998, in which to exercise all or a portion of the options
granted to them. Upon exercise of the above options by all of
the optionees, the Company would receive a total of $1,991,839.
Exercise by any amount less than all of the options granted to
all of the optionees would result in a lower payment to the
Company.
C.J. Newman was originally granted approximately 83% of the
available options in consideration of his services as a business
and financial consultant to the Company. Mr. Newman analyzed and
identified target companies for purposes of a merger, negotiated
rearrangement of the Company's financial affairs with existing
creditors in preparation for the merger, aided the Company in
disposing of its remaining assets following the merger, and
continues to provide advice to the Company through to the present
date.
At the date of the grant of this extension, the value of the
options (or extension of the options) granted to all of the above
recipients was zero since the grant included an exercise price
equal to the market price on the date of the grant. As of the
date of this Information Statement, the market price is
approximately equivalent to the exercise price of these options,
and they therefore have yet to develop any value. Any common
stock resulting from an exercise of option rights under this plan
will not be "qualified" options under Section 401(a) of the
Internal Revenue Code, and therefore, the recipients of the
resulting stock will be deemed for federal income tax purposes to
recognize ordinary income during the taxable year in which the
first of the following events occurs: (a) the shares become
freely transferrable, or (b) the shares cease to be subject to a
substantial risk of forfeiture. Accordingly, these individuals
will receive compensation taxable at ordinary rates equal to the
fair market value of the shares on the date of receipt, less any
sums paid to exercise the options, since there will be no
restrictions on them and no substantial risk of forfeiture. Any
sums recognized as income to the optionees will be similarly
deductible to the Company as compensation paid to that individual
during the taxable year in which the recipient recognizes income.
Items 7, 9, 11, 12, through 20, and 22 of the 14A proxy
statement are inapplicable to this information statement.
This proposal was voted on by 17,500,000 voting common
shares, after allowance for conversion of the Series B Preferred
Shares (representing common votes of 20,896,500 shares) and
1,196,875 original issue Common Shares, with favorable votes
being received of 17,500,000, for a cumulative vote of 79.2% of
the shares entitled to vote. A vote of greater than 50.01% was
sufficient to adopt the proposal.
Item 2. Statement That Proxies Are Not Solicited
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT
TO SEND US A PROXY.
Item 3. Interest of Certain Persons in or Opposition to Matters
to be Acted Upon.
There are no officers or directors who have an interest in
the proposal and no officers or directors were granted any
options under the Plan as approved by the Board of Directors.
All options initially registered have been granted, and no
additional share rights remain unissued.
Item 4. Proposals by Security Holders
No proposals in opposition to this proposal were received by
the Company.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
REGAL ONE CORPORATION
(Registrant)
By: /s/ Israel Rubenstein
Israel Rubenstein, President
Dated: April 2, 1998
