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
|_| Definitive information statement 14c-5(d)(2))
U.S. Opportunity Search, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Charter)
Payment of Filing Fee (Check the appropriate box):
|X| $125 per Exchange Act Rules 0-11(c)(ii), or 14c-5(g).
|_| Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
<PAGE>
U. S. OPPORTUNITY SEARCH, INC.
44 Kean Road
Short Hills, New Jersey 07078
Notice of Action by Written Consent approved by the Majority of Stockholders on
October 18, 1996
To the Stockholders of U. S. Opportunity Search, Inc.:
Notice is hereby given that an Action by Written Consent was approved on
October 18, 1996 by a majority of the stockholders of U.S. Opportunity Search,
Inc. (the "Company") including its Chief Executive Officer and majority
stockholder to change the name of the Company to Milestone Scientific Inc.
Only stockholders of record at the close of business on October 18, 1996
are entitled to notice of the Action by Written Consent. The Company is not
soliciting proxies.
Dated: October __, 1996
By Order of the
Board of Directors
Stephen A. Zelnick, Secretary
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<PAGE>
U. S. OPPORTUNITY SEARCH, INC.
PRELIMINARY INFORMATION STATEMENT
This Information Statement is being furnished to holders of Common Stock,
$.001 par value per share ("Common Stock") of U.S. Opportunity Search, Inc. (the
"Company") in connection with an Action by Written Consent pursuant to Sections
228 and 242 of the Delaware General Corporation Law approved by the holders of a
majority of the Company's outstanding Common Stock on October 18, 1996. The said
Action approved an amendment to the Company's Certificate of Incorporation,
changing the Company's name to Milestone Scientific Inc. The new name will
better describe the Company's business, which is to manufacture, market and sell
products for use by healthcare providers. The address of the Company's principal
executive offices is 44 Kean Road, Short Hills, New Jersey, 07078.
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
The approximate date on which this Information Statement will be mailed to
Shareholders is October __, 1996.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
At the Record Date the Company had outstanding approximately 4,550,000
shares of Common Stock, par value $.001 per share. Each share outstanding
entitles the holder thereof to one vote.
The Board of Directors has fixed the close of business on October 18, 1996
as the record date (the "Record Date") for the determination of stockholders
entitled to notice of the Action by Written Consent.
The following table sets forth certain information as of October 15, 1996
with respect to the beneficial ownership of the Company's Common Stock by (I)
each stockholder known by the Company to be the beneficial owner of more than 5%
of its outstanding Common Stock, (II) each director of the Company, and (III)
all of the Company's executive officers and directors as a group of five
persons.
Common Shares Beneficially Owned
Name and Address (1) Number of Shares Percent of Class
Leonard Osser 2,405,000(2) 52.9%
Giovanni Montoncello 10,000(3) .2%
Michael J. McGeehan 10,000(3) .2%
David Sultanik 10,000(3) .2%
Stephen A. Zelnick 115,000(4) 2.5%
All directors and officers as
a group (5 persons) 2,550,000 55.6%
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(1) The addresses of the persons named in this table are as follows: Leonard
Osser, 44 Kean Road, Short Hills, New Jersey 07078; Giovanni Montoncello,
via Agostino Bertani 2, Milan, Italy 20154; Michael J. McGeehan, 125
Middlesex Avenue, Piscataway, NJ 08854; David Sultanik, Sultanik, Elson &
Krumholz, LLC, 154 South Livingston Avenue, Livingston, NJ 07039; Stephen
A. Zelnick, Morse, Zelnick, Rose & Lander, LLP, 450 Park Avenue, New York,
New York 10022.
(2) Consists of 1,586,000 held in the name of Leonard Osser, 800,000 shares
held in the name of U.S. Asian Consulting Group, Inc., an affiliate of Mr.
Osser, and 9,000 shares held by Guarantee and Trust Company for the benefit
of U.S. Asian Consulting Group, Inc.
(3) Consists of 10,000 shares subject to stock options immediately exercisable
at $5.375 per share.
(4) Includes 10,000 shares subject to stock options immediately exercisable at
$5.375 per share and 100,000 shares as to which beneficial ownership is
shared.
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