UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14C
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
OSK CAPITAL III CORP.
------------------------------------------------
(Name of Registrant as Specified in its Charter)
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(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
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calculated and state how it was determined):
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(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 number, or the Form or
Schedule and the date of its filing.
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(4) Date Filed:
OSK CAPITAL III CORP.
P.O. Box 461029
Glendale, CO 80246
INFORMATION STATEMENT NOTICE
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND US A PROXY
Dear Stockholders:
Notice is hereby given that on July 29, 2004, we received the written
consent, in lieu of a meeting of stockholders, from the holders of a majority
of our outstanding voting stock, approving an amendment to our Certificate of
Incorporation that will increase the number of authorized shares of common
stock from 25,000,000 to 125,000,000.
You are encouraged to read the attached Information Statement for
further information regarding this action.
This is not a notice of a meeting of stockholders and no stockholders
meeting will be held to consider the matters described herein. This
Information Statement is being furnished to you solely for the purpose of
informing stockholders of the matters described herein in compliance with
Regulation 14C of the Securities Exchange Act of 1934, as amended, and
NRS 78.385 and 78.390 of the Nevada Corporations Code.
By Order of the Board of Directors
-----------------------------------
Deborah Salerno
President, Director
Glendale, CO
[date]
OSK CAPITAL III CORP.
P.O. Box 461029
Glendale, CO 80246
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED
NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is furnished to holders of shares of common
stock, $0.001 par value (the "Common Stock") of OSK Capital III Corp. (the
"Company") to notify such stockholders that on or about July 29, 2004 the
Company received written consents in lieu of a meeting of stockholders from
holders of a majority of the shares of Voting Securities representing in excess
of 94% of the total issued and outstanding shares of voting stock of the Company
approving the Certificate of Amendment to the Certificate of Incorporation of
the Company, pursuant to which the number of shares of Common Stock that the
Company is authorized to issue will be increased from 25,000,000 shares to
125,000,000 shares.
This amendment was adopted by our Board of Directors and the majority
stockholders (the "Majority Stockholders") of our Company in accordance with
the Corporation Law of the State of Nevada. The Majority Stockholders own
3,150,000 shares of Common Stock or approximately 94.99% of our outstanding
Voting Securities. No other votes were required or necessary to adopt this
amendment, and none are being solicited hereunder. See the captions "Voting
Securities and Principal Holders Thereof" and "Amendment to the Certificate
of Incorporation and Vote Required for Approval," herein.
PURPOSE OF INCREASING NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
The Company's Board of Directors believes that it is desirable to
have additional authorized shares of Common Stock available for possible future
financings, possible future acquisition transactions and other general
corporate purposes. The Company's Board of Directors believes that having such
additional authorized shares of Common Stock available for issuance in the
future should give the Company greater flexibility and may allow such shares to
be issued without the expense and delay of a special shareholders' meeting.
Although such issuance of additional shares with respect to future financings
and acquisitions would dilute existing shareholders, management believes that
such transactions would increase the value of the Company to its shareholders.
The increase in authorized common stock will not have any immediate effect on
the rights of existing shareholders. However, the Board of Directors will have
the authority to issue authorized common stock without requiring future
stockholder approval of such issuances, except as may be required by the
Articles of Incorporation or applicable law.
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The proposed increase in the authorized number of shares of Common
Stock could have a number of effects on the Company's stockholders depending
upon the exact nature and circumstances of any actual issuances of authorized
but unissued shares. The increase could have an anti-takeover effect, in that
additional shares could be issued (within the limits imposed by applicable law)
in one or more transactions that could make a change in control or takeover of
the Company more difficult. For example, additional shares could be issued by
the Company so as to dilute the stock ownership or voting rights of persons
seeking to obtain control of the Company. Any such issuance of additional
stock could have the effect of diluting the earnings per share and book
value per share of outstanding shares of Common Stock and such additional shares
could be used to dilute the stock ownership or voting rights of a person seeking
to obtain control of the Company. Similarly,the issuance of additional shares
to certain persons allied with the Company's management could have the effect of
making it more difficult to remove the Company's current management by diluting
the stock ownership or voting rights of persons seeking to cause such removal.
The Board of Directors is not aware of any attempt, or contemplated attempt, to
acquire control of the Company, and this action is not being undertaken with the
intent that it be utilized as a type of anti-takeover device.
There are currently no plans, arrangements, commitments or
understandings for the issuance of the additional shares of Common Stock.
The amendment to the Company's Articles of Incorporation shall be
filed with the Nevada Secretary of State so that Article 4 of the Certificate
of Incorporation shall be as follows:
ARTICLE FOURTH.
This corporation shall be authorized to issue the capital stock of the
Company, to be designated as Common Stock ("Common Stock"). The total number
of shares of Common Stock that the corporation shall have authority to issue is
125,000,000, $0.001 par value per share.
This amendment will become effective on the later of the opening of
business on [date], or a date that is at least 21 days from the mailing of
this Information Statement to our stockholders.
This amendment is the only matter covered by this Information
Statement.
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Vote Required
Pursuant to NRS 78.385 and NRS 78.390, the affirmative vote of the
holders of a majority of our outstanding voting stock is sufficient to amend
our Articles of Incorporation to increase the number of authorized shares of
our common stock to 125,000,000 shares, which vote was obtained by majority
written consent. As a result, the Share Increase Amendment was approved and
no further votes will be needed.
Effective Date
Under applicable federal securities laws, the Authorized Share
Increase Amendment cannot be effective until at least 20 calendar days after
this Information Statement is sent or given to our stockholders. The
Authorized Share Increase Amendment will become effective upon filing with
the Secretary of State of Nevada. It is anticipated that the foregoing will
take place as soon as practicable, but in no event sooner than 20 calendar days
after this Information Statement is mailed to our stockholders.
DISSENTERS' RIGHTS
Under Nevada Law, our dissenting shareholders are not entitled to
appraisal rights with respect to our amendment, and we will not independently
provide our shareholders with any such right.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee for election as a
director, or any other person has any substantial interest, direct or
indirect, by security holdings orotherwise, in the proposed amendment to our
Certificate of Incorporation which is not shared by all other stockholders.
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VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
The securities that would have been entitled to vote if a meeting was
required to have been held regarding this amendment to our Certificate of
Incorporation consist of shares of our Common Stock. Each share of our
Common Stock is entitled to one vote. The record date for determining our
stockholders who would have been entitled to notice of and to vote on the
amendments to our Certificate of Incorporation, was July 1, 2004. The number
of outstanding shares of our Common Stock at the close of business on July 1,
2004 was 3,316,000.
Security Ownership of Principal Holders and Management.
The following table sets forth certain information as of July 1, 2004,
regarding current beneficial ownership of the shares of any class of our
Voting Securities by (i) each person known by us to own more than 5% of the
outstanding shares of our Voting Securities, (ii) each of our executive
officers and directors, and (iii) all of our executive officers and directors
as a group. Except as noted, each person has sole voting and sole investment
or dispositive power with respect to the shares shown. The information
presented is based on 3,316,000 outstanding shares of Common Stock.
TITLE OF NAME OF BENEFICIAL SHARES OF PERCENT OF
CLASS OWNER AND POSITION COMMON STOCK CLASS
- ---------------------------------------------------------------------------
Common Frank L. Kramer (1) 1,150,000 (2) 34.68%
7676 E. Arizona Drive
Denver, CO 80231
Common Deborah A. Salerno (1) 1,000,000 30.15%
355 South End Ave, 22-B
New York, NY 10280
Common John P. O'Shea 1,000,000 30.15%
355 South End Ave, 22-B
New York, NY 10280
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DIRECTORS AND OFFICERS
AS A GROUP (2 persons) 2,150,000 64.83%
(1) The person listed is an officer and a director of the Company.
(2) Includes 150,000 shares owned by Mr. Kramer's spouse, of which Mr. Kramer
may be deemed to be the beneficial owner.
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AMENDMENT TO THE CERTIFICATE OF INCORPORATION
AND VOTE REQUIRED FOR APPROVAL
Nevada Law.
Nevada Revised Statutes ("NRS") 78.390 provides that every amendment to our
Articles of Incorporation shall first be adopted by the resolution of the Board
of Directors and then be subject to the approval of stockholders entitled to
vote on any such amendment. Under NRS 78.390 and the Company's bylaws, an
affirmative vote by stockholders holding shares entitling them to exercise at
least a majority of the voting power is sufficient amend the Articles of
Incorporation. NRS 78.320 provides that, unless otherwise provided in the
Articles of Incorporation or the bylaws, any action required or permitted to
be taken at a meeting of the stockholders may be taken without a meeting if,
before or after the action, a written consent thereto is signed by stockholders
holding at least a majority of the voting power. In order to eliminate the
costs and management time involved in holding a special meeting, the
Company's Board of Directors voted to utilize, and did in fact obtain, the
written consent of the holders of a majority in the interest of the outstanding
common stock. The Majority Stockholders own 3,150,000 shares of Common Stock
or approximately 94.99% of our outstanding voting securities. No other votes
are required or necessary to adopt these amendments, and none are being
solicited hereunder.
The directors, executive officers who represent the Majority
Stockholders have voted, in writing, to approve the resolutions to amend our
Certificate of Incorporation to effect the various amendments outlined above
collectively own approximately 94.99% of our outstanding voting securities;
accordingly, this percentage being a majority, no additional votes are required
or necessary to adopt these amendments to our Certificate of Incorporation, and
none are being solicited hereunder. See the captions "Voting Securities and
Principal Holders Thereof" and "Amendment to the Certificate of Incorporation
and Vote Required for Approval," herein.
ADDITIONAL INFORMATION
This Company is subject to the information requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports
and other information including annual and quarterly reports on Form 10-KSB
and Form 10-QSB with the Securities and Exchange Commission. Reports and
other information filed by us can be inspected and copied at the public
reference facilities maintained at the Securities and Exchange Commission
at Room 1024, 450 Fifth Street, N.W., Washington, DC 20549. Copies of such
material can be obtained upon written request addressed to the Securities
and Exchange Commission, Public Reference Section, 450 Fifth Street, N.W.,
Washington, DC 20549, at prescribed rates. The Securities and Exchange
Commission also maintains a web site on the internet (http://www.sec.gov)
where reports, proxy and information statements and other information
regarding issuers that file electronically with the Securities and Exchange
Commission through the Electronic Data Gathering, Analysis and Retrieval
System may be obtained free of charge.
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NOTICE
THE MAJORITY STOCKHOLDERS OF OUR COMPANY THAT HAVE CONSENTED TO THE ADOPTION
OF THESE AMENDMENTS TO OUR CERTIFICATE OF INCORPORATION OWN IN EXCESS OF THE
REQUIRED NUMBER OF OUR OUTSTANDING VOTING SECURITIES TO ADOPT THIS AMENDMENT
UNDER NEVADA LAW, AND HAS DONE SO. NO FURTHER CONSENTS, VOTES OR PROXIES ARE
NEEDED, AND NONE ARE REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
[date] Deborah Salerno
President, Director
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APPENDIX A
CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION
FOR NEVADA PROFIT CORPORATIONS
(PURSUANT TO NRS 78.385 AND 78.390 - AFTER ISSUANCE OF STOCK)
A. Name of corporation: OSK Capital III Corp.
B. Amendment: The articles have been amended as follows (provide article
numbers, if available):
4. Authorized Shares: The aggregate number of shares which the
corporation shall have authority to issue shall consist of
125,000,000 shares of common stock having a $0.001 par value per
share. The common stock may be issued from time to time without
prior approval by the stockholders. The common stock may be issued
for such consideration as may be fixed from time to time by the
Board of Directors.
C. Vote Required: The articles of incorporation of the corporation require
the approval of the foregoing amendment by stockholders holding at least
a majority of the voting power of the corporation. The amendment was
approved by stockholders holding 3,150,000 of 3,316,000 shares of
common stock outstanding, or approximately 94.99%.
2. Officer Signature:
________________________
Deborah Salerno
President, Director