SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No ____)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12
SportsPrize Entertainment Inc.
--------------------------------------------------
Name of the Registrant as Specified In Its Charter
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Not
applicable
(2) Aggregate number of securities to which transaction applies: Not
applicable
(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): Not
applicable
(4) Proposed maximum aggregate value of transaction: Not applicable
(5) Total fee paid: Not applicable
[ ] 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.
Amount Previously Paid: Not applicable
Form, Schedule or Registration Statement No.: Not applicable
Filing Party: Not applicable
Date Filed: Not applicable
SPORTSPRIZE ENTERTAINMENT INC.
13101 Washington Boulevard, Suite 131
Culver City, California 90066
June 28, 2000
Dear Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders of
SportsPrize Entertainment Inc. to be held on Thursday, August 10, 2000 at 10:00
a.m. (Pacific Standard Time) at the Marina Beach Marriott Hotel located at 4100
Admiralty Way in Marina Del Rey, California 90292.
In addition to the items set forth in the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement, we will report on current
activities of the Company and will provide an opportunity to discuss matters of
interest to you as a stockholder.
The Annual Meeting provides an opportunity for stockholders to become
better acquainted with SportsPrize Entertainment and its directors and officers.
Although we would like to have each stockholder attend the Annual Meeting, we
realize this is not possible. Whether or not you plan to be present at the
Annual Meeting, it is important for your shares to be represented at the
Meeting. Therefore, we urge you to complete, sign and return the enclosed Proxy
as soon as possible.
If you return your Proxy promptly, you can help SportsPrize Entertainment
avoid the expense of follow-up mailings to ensure a quorum so that the Annual
Meeting can be held as planned. If you decide between now and August that you
can attend the meeting in person, you may revoke your Proxy at that time and
vote your shares at the Meeting.
On behalf of the Board of Directors, I would like to express our
appreciation for your continued interest in SportsPrize Entertainment.
Very truly yours,
David Kenin
Chairman and Chief Executive Officer
SPORTSPRIZE ENTERTAINMENT INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 28, 2000
---------------------
To the Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of SportsPrize
Entertainment Inc. (the "Company") will be held on Thursday, August 10, 2000 at
10:00 a.m. (Pacific Standard Time) at the Marina Beach Marriott Hotel located at
4100 Admiralty Way in Marina Del Rey, California 90292, for the following
purposes:
1. To elect seven directors, each to a one year term, to positions on the
Board of Directors;
2. To ratify the appointment of Grant Thornton LLP as the Company's
independent auditors; and
3. To transact such other business as may properly come before the
Meeting.
These matters are more fully described in the Proxy Statement accompanying
this Notice.
Accompanying this Notice is a Proxy Statement and a Form of Proxy, together
with the Company's Annual Report on Form 10-K containing the consolidated
financial statements for the year ended February 29, 2000, and the Auditors'
Report thereon. Only holders of Common Stock of record at the close of business
on June 19, 2000, will be entitled to vote at the Annual Meeting and any
adjournments thereof.
Shareholders who are unable to attend the Meeting in person are requested
to complete, sign, date and return the enclosed Form of Proxy directly to First
American Stock Transfer, postage prepaid. A Proxy will not be valid unless it is
received at the office of First American Stock Transfer, Inc., 610 East Bell
Road, Suite 2-155 PMB, Phoenix, Arizona 85022-2393, before the scheduled time of
the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Robert L. Hunziker, Corporate Secretary
June 28, 2000
--------------------------------------------------------------------------------
IMPORTANT
Whether or not you plan to attend the Annual Meeting, please sign, date and
return promptly the enclosed Proxy in the enclosed envelope, which requires no
postage if mailed in the United States. Promptly signing, dating and returning
the Proxy will save the Company the additional expense of further solicitation.
--------------------------------------------------------------------------------
SPORTSPRIZE ENTERTAINMENT INC.
13101 Washington Boulevard, Suite 131
Culver City, California 90066
-----------------
PROXY STATEMENT
-----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of SportsPrize Entertainment Inc.
("SportsPrize" or the "Company") to be voted at the 2000 Annual Meeting of
Stockholders of the Company to be held on Thursday, August 10, 2000 at 10:00
a.m. (Pacific Standard Time), at the Marina Beach Marriott Hotel located at 4100
Admiralty Way in Marina Del Rey, California 90292. Stockholders who execute
Proxies may revoke them at any time prior to their exercise by delivering a
written revocation to the Secretary of the Company, by submission of a Proxy
with a later date or by voting in person at the Meeting. These Proxy materials
are being mailed to Stockholders on or about June 28, 2000.
The Form of Proxy accompanying this information circular is solicited by
the Board of Directors of the Company. Proxies may be solicited by officers,
directors and regular supervisory and executive employees of the Company, none
of whom will receive any additional compensation for their services. Proxies may
be solicited personally or by mail, telephone, telex, facsimile, telegraph or
messenger. The Company estimates it will pay First American Stock Transfer its
customary and reasonable fees not expected to exceed $7,500, plus reimbursement
of certain out-of-pocket expenses, for its services in soliciting proxies. The
Company will also pay persons holding shares of the Common Stock in their names
or in the names of nominees, but not owning such shares beneficially, such as
brokerage houses, banks and other fiduciaries, for the expense of forwarding
soliciting materials to their principals. The cost of this solicitation will be
borne directly by the Company.
APPOINTMENT AND REVOCABILITY OF PROXIES
The persons named in the accompanying Form of Proxy are officers of the
Company. In addition to revocation in any other manner permitted by law, a Proxy
may be revoked by:
(i) signing another Proxy bearing a later date and depositing it in
the manner set forth in the Notice of Annual Meeting;
(ii) signing and dating a written notice of revocation (in the same
manner as a Proxy is required to be executed) and either
depositing it in the manner set forth in the Notice of Annual
Meeting at any time before the scheduled time of the Meeting or
an adjournment thereof or with the chairman of the Annual Meeting
on the day of the Meeting or an adjournment thereof; or
(iii) attending the Annual Meeting or an adjournment thereof, and
casting a ballot in person.
Such revocation will have effect only regarding those matters which have
not already been acted upon. Additional Proxy forms may be obtained by calling
or writing to First American Stock Transfer, Inc. 610 East Bell Road, Suite
2-155 PMB, Phoenix, Arizona 85022-2393. Telephone Number: (602) 485-1346 and
Facsimile Number: (602) 953-7482.
VOTING OF PROXIES
The securities represented by the Proxy will be voted or withheld from
voting in accordance with the instructions of the shareholder on any ballot that
may be called for, and if the shareholder specifies a choice with
Page 1 of 12
respect to any matter to be acted upon, the securities shall be voted
accordingly. The Form of Proxy confers authority upon the named Proxy holder
with respect to matters identified in the accompanying Notice of Annual Meeting.
If a choice with respect to such matters is not specified, it is intended that
the person designated by management in the Form of Proxy will vote the
securities represented by the Proxy in favor of each matter identified in the
Proxy Statement and for election to the Board of Directors the nominees named in
this Proxy Statement. The Proxy confers discretionary authority upon the named
proxyholder with respect to amendments to or variations in matters identified in
the accompanying Notice of Annual Meeting and other matters which may properly
come before the Meeting.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
The voting securities of the Company consist of common stock, with $0.001
par value (the "Common Shares"). The Record Date has been fixed in advance by
the directors as June 19, 2000, for the purpose of determining shareholders
entitled to a notice of and to vote at the Annual Meeting. Each share issued at
the time of the Record Date carries the right to one vote at the Meeting. As of
June 19, 2000, a total of 17,585,374 Common Shares were issued and outstanding.
The presence in person or by proxy of holders of record of a majority of
the outstanding Common Shares is required to constitute a quorum for the
transaction of business at the Annual Meeting. If a quorum is present, the seven
nominees for election to the Board of Directors who receive the greatest number
of votes cast at the Meeting shall be elected directors. For all other matters
to come before the Meeting, a proposal will be approved only upon the
affirmative vote of shareholders owning in the aggregate at least a majority of
the Company's Common Shares represented at the Meeting in person or by proxy and
entitled to vote. With regard to the election of directors, votes may be cast
for or withheld from each nominee. Votes that are withheld will have no effect
on the outcome of the election because directors will be elected by a plurality
of the votes cast. An abstention may be specified in the proposal to ratify the
appointment of Grant Thornton LLP as the Company's auditor. An abstention will
be counted as present for purposes of determining the existence of a quorum on
such proposal and, therefore, have the effect of a negative vote. Shares
represented by duly executed and returned Proxies of brokers or other nominees
which are expressly not voted upon the proposal ("broker non-votes") will have
no effect on the required vote.
The following tables set forth certain information concerning the
beneficial ownership of the Company's Common Stock at June 19, 2000, by: (i)
each person known by the Company to own beneficially more than five percent of
the outstanding capital stock of the Company; (ii) each of the directors and
named executive officers; and (iii) all directors and officers as a group. To
our knowledge, each shareholder listed below has sole voting and investment
power with respect to the shares beneficially owned, except as indicated:
<TABLE>
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership(1) Percentage of Class
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Shares Aero Atlantic Ltd. 938,739 5.33%
Palm Chambers
P.O. Box 119
Tortolla, British Virgin Islands
Common Shares Bruce Cameron 300,000(2) 1.68%(2)
13101 Washington Boulevard,
Suite 131
Los Angeles, California 90066
Common Shares Abe Carmel 150,000(3) 0.85%(3)
13101 Washington Boulevard,
Suite 131
Los Angeles, California 90066
</TABLE>
Page 2 of 12
<TABLE>
Name and Address of Amount and Nature of
Title of Class Beneficial Owner Beneficial Ownership(1) Percentage of Class
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Common Shares Alan Gerson 600,000 (4) 3.30%(4)
13101 Washington Boulevard,
Suite 131
Los Angeles, California 90066
Common Shares Robert Hunziker 100,000(5) 0.57%(5)
13101 Washington Boulevard,
Suite 131
Los Angeles, California 90066
Common Shares David Kenin 240,000(6) 1.35%(6)
13101 Washington Boulevard,
Suite 131
Los Angeles, California 90066
Common Shares Jeffrey Paquin 946,912 (7) 5.29%(7)
555-999 Canada Place
Vancouver, British Columbia
Canada V6C 3E1
Common Shares Douglas Scales 58,331(8) 0.33%(8)
13101 Washington Boulevard,
Suite 131
Los Angeles, California 90066
Common Shares Michael Weisman 225,000(9) 1.26%(9)
13101 Washington Boulevard,
Suite 131
Los Angeles, California 90066
Common Shares Officers and Directors 2,620,243 (10) 12.97%(10)
(as a Group)
----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes shares over which the
indicated beneficial owner exercises voting and/or investment power. Shares
of common stock subject to options currently exercisable or exercisable
within 60 days are deemed outstanding for computing the percentage
ownership of the person holding the options but not deemed outstanding for
computing the percentage of ownership of any other person. Except as
indicated, and subject to community property laws where applicable, the
persons in the table above have sole voting and investment power with
respect to all shares of common stock as shown as beneficially owned by
them.
(2) Consists of options to purchase 300,000 shares of common stock. Does not
include 300,000 options to purchase shares that become exercisable after 60
days.
(3) Includes options to purchase 125,000 shares of common stock.
(4) Consists of options to purchase 600,000 shares of common stock exercisable
by Interactive Marketing, Inc., a company in which Mr. Gerson is a
principal.
(5) Consists of options to purchase 100,000 shares of common stock.
(6) Consists of options to purchase 240,000 shares of common stock. Does not
include 760,000 options to purchase shares that become exercisable after 60
days.
(7) Includes options to purchase 300,000 shares of common stock.
(8) Consists of options to purchase 58,331 shares of common stock.
(9) Consists of options to purchase 225,000 shares of common stock.
(10) Includes options to purchase 1,948,331 shares of common stock.
Page 3 of 12
PROPOSAL 1: ELECTION OF DIRECTORS
The Articles of Incorporation of the Company provide for the holders of
Common Shares to elect the members of the Board of Directors at the Annual
Meeting of Stockholders. The Company's Articles of Incorporation provide for
each of its Directors to serve terms of one year.
At this Annual Meeting, seven (7) persons will be nominated to serve as
directors until the next Annual Meeting of Stockholders in 2001 and/or until
their successors are elected and shall have qualified. The following persons
have been nominated to serve as directors of the Company:
o Bruce Cameron(1)(2)
o Abe Carmel(1)(2)
o Alan Gerson(1)
o Robert Hunziker
o David Kenin(1)(2)
o Jeffrey Paquin(2)
o Michael Weisman
(1) Compensation committee
(2) Audit committee
Currently, all of the nominees serve on the Company's Board of Directors.
Each nominee has been nominated to serve as a director for a term of one year or
until his successor is elected and qualified.
Certain biographical and other information about the nominees for election
as directors and the directors continuing in office is presented as follows:
o Bruce Cameron, age 44, has served as our President, Chief Financial
Officer, Treasurer and a Director since September 16, 1999. Prior to
joining the Company, Mr. Cameron was Executive Vice President and
Chief Financial Officer of Hollywood Online Inc. (hollywood.com), a
movie-oriented Web publishing company. Prior to joining Hollywood
Online, Mr. Cameron served as Vice President and Manager at Imperial
Trust Company and First Interstate Bank. Prior to his banking
experience, Mr. Cameron held a senior management consulting position
with Gorsey, Hanson & Company from 1986 to 1988. From 1978 to 1986, he
worked in a variety of managerial roles at Price Waterhouse. Mr.
Cameron has a Bachelor of Arts Degree in Economics from the University
of California, Los Angeles and is a CPA.
o Abe Carmel, age 67, has been a Director since July 8, 1999. Since
1986, Mr. Carmel has led Carmel Associates LLC, an international
investment banking firm which specializes in the financing and
marketing of high technology, Internet and telecommunications
companies. Mr. Carmel also is the Chief Executive Officer of Atlantic
Communications.
o Alan Gerson, age 53, has been a Director since July 8, 1999 and was
the Chairman of our Board from November 1, 1999 to April 17, 2000,
when he was appointed Vice Chairman of the Board. Mr. Gerson's
experience includes broadcast and cable television, e-commerce, live
event marketing, and the Internet. Mr. Gerson was a longtime senior
executive at NBC, Inc. and from 1991 to 1994 was the Executive Vice
President of the Home Shopping Network. In 1994, he consulted for
various media, interactive marketing and electronic commerce
companies. In 1995, Mr. Gerson joined Ticketmaster Corp. as Senior
Vice President of Television and Business Development and oversaw
Ticketmaster's Direct Marketing Division and the launch of the
Ticketmaster Online store. In 1996, Mr. Gerson held an executive
consulting position with Softbank Interactive Marketing. Until joining
Interactive Marketing Inc., Mr. Gerson served as President and Chief
Executive Officer of WorldSite Networks, Inc. under an executive
consulting arrangement. Mr. Gerson has been a principal of Interactive
Marketing, Inc. since 1996.
Page 4 of 12
o Robert Hunziker, age 55, has served as our Senior Vice President of
Corporate Finance and a Director since August 16, 1999. He also has
served as our Corporate Secretary since March 10, 2000, Prior to
joining the Company, Mr. Hunziker was a Limited Partner and Associate
Director of Bear Stearns & Company from 1984 to 1991 and a Vice
President and a Principal of Oppenheimer from 1975 to 1984. Since
1992, Mr. Hunziker has been self-employed as a corporate advisor and
financier. Mr. Hunziker also serves on the board of directors of
Advanced Gaming Technology, Inc. and Chapleau Resources, Ltd. Mr.
Hunziker has a M.A. degree in Economic History from DePaul University
in Chicago.
o David Kenin, age 58, was appointed as our Chairman of the Board and
Chief Executive Officer on April 17, 2000. Prior to joining us, Mr.
Kenin served as an independent consultant for technology, sports
rights and production companies, and international television through
his consulting media firm, Kenin Partners. Mr. Kenin also serves as a
member of the Board of Directors of the World Wrestling Federation.
From 1994 to 1996, Mr. Kenin was President of CBS Sports. Prior to
joining CBS Sports, Mr. Kenin served as Executive Vice President of
USA Networks, and was responsible for content and programming for both
USA and the Sci-Fi Channel.
o Jeffrey Paquin, age 37, has served as a Director since May 14, 1999
and served as our President from May 14, 1999 to September 15, 1999.
Mr. Paquin is a lawyer and is currently President of JD Paquin
Personal Law Corporation. Mr. Paquin's corporate experience includes
directorships in the following emerging public companies: Broadwater
Development Inc., a natural resource exploration company listed on the
Vancouver Stock Exchange, from 1996 to 1997; Solar Pharmaceuticals
Ltd., a manufacturer and supplier of medical devices and services
formerly listed on the Vancouver Stock Exchange, from 1995 to 1998;
and Watson Bell Communications Inc., (now Cosworth Ventures), listed
on the Vancouver Stock Exchange from 1993 to 1995.
o Michael Weisman, age 50, has served as a director of the Company since
January 17, 2000. Mr. Weisman is a sports production and broadcasting
professional specializing in creating original sports and
entertainment programming. Mr. Weisman is currently the producer of
Major League Baseball for Fox Television, NFL Football and NCAA
Basketball for CBS, and NBA Basketball for the Turner Network. Mr.
Weisman has won 17 Emmy awards and numerous other honors for his roles
in television production. Mr. Weisman served as President of National
Mobile Television from 1994 to 1998, President of Davis Sports
Entertainment from 1992 to 1994; Executive Producer of CBS
Entertainment from 1990 to 1992; and Executive Producer for NBC's
Sports Division from 1983 through 1990.
Management expects that each of the nominees will be available for
election, but if any of them is not a candidate at the time the election occurs,
it is intended that the proxies will be voted for the election of another
nominee to be designated to fill any such vacancy on the Board of Directors.
The candidates elected are those receiving the largest number of votes cast
by the shares entitled to vote in the election, up to the number of directors to
be elected. Shares held by persons who abstain from voting on the election will
not be counted in the election.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE NOMINEES
LISTED ABOVE.
Board Meetings
All directors participated in all actions of the Board since their
appointment, including Board meetings and meetings of committees on which they
served and actions by written consent.
Compensation of the Board of Directors
The directors of the Company received no cash compensation for their
services as directors or members of committees of the Board of Directors.
Certain of the members of the Board were participants in the Company's
Page 5 of 12
Stock Option Plan for the fiscal year ended February 29, 2000. During the fiscal
year ended February 29, 2000, the Company granted options exercisable to acquire
125,000 shares of common stock of the Company to Abe Carmel and options
exercisable to acquire 225,000 shares of common stock of the Company to Michael
Weisman as compensation for serving as Directors of the Company.
Executive Officers and Key Employees of the Company
The following persons currently serve as executive officers and/or as key
employees of the Company:
----------------------------------------------------------------------------
Name and Present Office Held Officer/Employee Since:
----------------------------------------------------------------------------
David Kenin,
Chief Executive Officer April 17, 2000
Bruce Cameron,
President, Chief Financial Officer and Treasurer September 16, 1999
Robert Hunziker,
Senior Vice President, Corporate Finance/ August 16, 1999
Corporate Secretary March 10, 2000
Donald MacKay(1)
Senior Vice-President, Controller March 1, 1999
Douglas Scales,
Vice President of Marketing January 10, 2000
----------------------------------------------------------------------------
(1) Mr. MacKay served as our Chief Financial Officer from March 1, 1999 through
September 15, 1999. Mr. MacKay resigned as Chief Financial Officer of the
Company effective September 15, 1999 and currently serves as Senior Vice
President, Controller.
o David Kenin, see "Nominees for Election."
o Bruce Cameron, see "Nominees for Election."
o Robert Hunziker, see "Nominees for Election."
o Donald MacKay, age 47, was our Chief Financial Officer from May 14, 1999 to
September 15, 1999 and our Treasurer from June 30, 1999 to September 15,
1999. He currently serves as our Senior Vice President, Controller. Mr.
MacKay has been a Certified Management Accountant since 1991. Mr. MacKay
was the Chief Financial Officer of Advanced Gaming Technology, Inc. from
1995 to 1998; the manager of business analysis of TCG International Inc.
from 1994 to 1995; and a senior financial accountant of GLENTEL Inc. from
1989 to 1993.
o Douglas Scales, age 32, has been our Vice President of Marketing since
January 10, 2000. Since 1996, Mr. Scales has held several executive
positions in the Internet/online industry, including Disney Online and
Hollywood Online Inc. (hollywood.com). Prior to 1996, Mr. Scales started a
food company which grew into a national brand.
Page 6 of 12
Executive Compensation
The following table sets forth the cash compensation paid by the Company to
its Chief Executive Officer and to the other executive officers having salary
and bonus compensation greater than $100,000 (collectively the "Named Executive
Officers"), for services rendered to the Company during the fiscal years ended
February 29, 2000 and February 28, 1999.
<TABLE>
Annual Compensation
------------------------------------------------ Long Term
Fiscal Other Annual Compensation
Name and Principal Position Years Ending Salary Bonus Compensation Awards
February (1) ($) ($) ($) -----------------
Securities
Under Options
(#)
----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David Kenin 2000 N/A N/A N/A N/A
Chief Executive Officer(2) 1999 N/A N/A N/A N/A
Bruce Cameron 2000 80,208 N/A 7,292(4) 600,000
President, Chief Financial 1999 N/A N/A N/A N/A
Officer and Treasurer (3)
Jeffrey Paquin 2000 36,750 N/A 86,498(6) 300,000
President(5) 1999 6,355 N/A N/A N/A
Robert Hunziker, 2000 68,333 N/A N/A 100,000
Senior Vice President, 1999 N/A N/A N/A N/A
Corporate Finance/
Corporate Secretary(7)
Donald MacKay 2000 69,500 N/A N/A 100,000
Chief Financial Officer 1999 N/A N/A N/A N/A
Senior Vice President,
Controller(8)
Douglas Scales, 2000 15,144 N/A N/A 200,000
Vice President of Marketing(9) 1999 N/A N/A N/A N/A
----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) February 29, 2000 and February 28, 1999.
(2) Appointed Chief Executive Officer on April 17, 2000.
(3) Effective September 16, 1999.
(4) Consulting fees from September 1, 1999 through September 15, 1999.
(5) March 1, 1999 through September 15, 1999. Resigned as President of the
Company effective September 15, 1999 and served as a consultant until
February 29, 2000. Currently serves as a Director.
(6) Includes severance of $45,000 and consulting fees of $41,498.
(7) Appointed Senior Vice President, Corporate Finance on August 16, 1999.
Appointed Corporate Secretary on March 10, 2000.
(8) Appointed Chief Financial Officer on May 14, 1999. Appointed Senior Vice
President, Controller on September 16, 1999.
(9) Appointed Vice President of Marketing on January 10, 2000.
Page 7 of 12
Stock Options
The following table sets forth stock options granted by the Company during
the fiscal year ended February 29, 2000 to any of the Named Executive Officers:
Option Grants During the Fiscal Year Ended February 29, 2000
<TABLE>
Market Value
Securities Under % of Total Exercise or of Expiration Date
Name Options Granted Options Granted to Base Price Securities
(#) Employees in ($/Security) Underlying
Fiscal Year Options on
the Date of
Grant
($/Security)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
David Kenin N/A N/A N/A N/A N/A
Chief Executive Officer(1)
Bruce Cameron 600,000 25.01% $(3) $1,650,000 10 years from
President, Chief Financial vesting date
Officer and Treasurer(2)
Jeffrey Paquin 300,000 12.51% $0.25 $75,000 May 14, 2004
President(4)
Robert Hunziker, 400,000 16.67% $3.06 $1,224,000 300,000 options
Senior Vice President, expired on
Corporate Finance/ February 15,
Corporate Secretary(5) 2000;
100,000 options
expire on August
15, 2004
Donald MacKay 100,000 4.17% $0.25 $25,000 May 14, 2004
Chief Financial Officer
Senior Vice President,
Controller(6)
Douglas Scales, 200,000 8.34% $1.81 $362,500 3 years from
Vice President of Marketing(7) vesting date
-------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Appointed Chief Executive Officer on April 17, 2000.
(2) Effective September 16, 1999.
(3) Options are exercisable to acquire common shares as follows: 200,000 shares
at $0.50 per share; 200,000 shares at $1.00 per share; 200,000 shares at
$2.00 per share.
(4) March 1, 1999 through September 15, 1999. Resigned as President of the
Company effective September 15, 1999 and served as a consultant until
February 29, 2000. Currently serves as a Director.
(5) Appointed Senior Vice President, Corporate Finance on August 16, 1999.
Appointed Corporate Secretary on March 10, 2000.
(6) Appointed Chief Financial Officer on May 14, 1999. Appointed Senior Vice
President, Controller on September 16, 1999.
(7) Appointed Vice President of Marketing on January 10, 2000.
The following table sets forth details of each exercise of stock options
during the fiscal year ended February 29, 2000 by any of the Named Executive
Officers, and the year end value of unexercised options on an aggregate basis:
Page 8 of 12
Aggregated Options Exercised During the Fiscal Year Ended February 29, 2000 and
Fiscal Year-End Option Values
<TABLE>
Name Securities Aggregate Unexercised Options Value of Unexercised Options
Acquired on Value at Year End at Year End
Exercise (#) Realized ($) (#) Exercisable/ ($) Exercisable/
(#) Unexercisable ($) Unexercisable (1)
-------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
David Kenin N/A N/A N/A N/A
Chief Executive Officer(2)
Bruce Cameron Nil Nil 150,000/450,000 $365,625/$1,096,875
President, Chief Financial
Officer and Treasurer(3)
Jeffrey Paquin Nil Nil 300,000/Nil $731,250/Nil
President(4)
Robert Hunziker, Nil Nil 100,000/Nil $243,750/Nil
Senior Vice President,
Corporate Finance/
Corporate Secretary(5)
Donald MacKay Nil Nil 100,000/Nil $243,750/Nil
Chief Financial Officer
Senior Vice President,
Controller(6)
Douglas Scales, Nil Nil 8,333/191,667 $20,312/$467,188
Vice President of
Marketing(7)
-------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Based on National Association of Securities Dealer OTC BB closing price of
$2.4375 on February 29, 2000.
(2) Appointed Chief Executive Officer on April 17, 2000.
(3) Effective September 16, 1999.
(4) March 1, 1999 through September 15, 1999. Resigned as President of the
Company effective September 15, 1999 and served as a consultant until
February 29, 2000. Currently serves as a Director.
(5) Appointed Senior Vice President, Corporate Finance on August 16, 1999.
Appointed Corporate Secretary on March 10, 2000.
(6) Appointed Chief Financial Officer on May 14, 1999. Appointed Senior Vice
President, Controller on September 16, 1999.
(7) Appointed Vice President of Marketing on January 10, 2000.
Report of the Board of Directors on Executive Compensation
The Board of Directors was responsible for establishing the Company's
compensation policy and administering the compensation programs for the
Company's executive officers.
The amount of compensation paid by the Company to each of its directors and
officers and the terms of such persons' employment is determined solely by the
Compensation Committee of the Board of Directors except as otherwise noted
below. The Company believes that the compensation paid to its directors and
officers is fair to the Company.
In the past, the President of the Company has negotiated all executive
employment terms on behalf of the Company and the Board of Directors has
approved such terms. The Board of Directors believes that the use of direct
stock awards is appropriate for some employees, and in the future intends to use
direct stock awards to attract and retain individuals with exceptional talent
and credentials, or reward outstanding service to the Company. The
Page 9 of 12
use of stock options and other awards is intended to strengthen the alignment of
interests of executive officers and other key employees with those of the
Company's stockholders.
The current annual compensation for our fiscal year ending February 28,
2001, including salary, bonus and other such compensation, of the five (5)
highest compensated officers of the Company is set forth below.
Name and Principal Position Annual Salary ($)
---------------------------------------------------------- -----------------
David Kenin, Chief Executive Officer 250,000
Bruce Cameron, President and Chief Financial Officer 175,000
Robert Hunziker, Senior Vice President, Corporate Finance 120,000
Douglas Scales, Vice President of Marketing 105,000
Donald MacKay, Senior Vice President, Controller 84,000
Certain Relationships and Related Transactions
Except for (a) the ownership of our securities, (b) the compensation
described herein, and (c) advances to and by certain officers to cover expenses,
all of which were reimbursed or repaid without interest, (d) relationships noted
below, none of our directors, executive officers, holders of five percent of our
outstanding shares of common stock, or any associate or affiliate of such
person, have, to our knowledge, had a material interest, direct or indirect,
during the fiscal year ended February 29, 2000, or in any proposed transaction
which may materially affect us.
We have employment agreements with David Kenin and Bruce Cameron.
Mr. Alan Gerson, our Vice Chairman of the Board of Directors, is a
principal in Interactive Marketing, Inc. ("IMI"). IMI was granted stock options
valued at $1,119,000 and paid cash consulting fees of $270,000 for the fiscal
year ended February 29, 2000.
SEC Filings.
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers, directors and 10 percent shareholders to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the
"Commission"). Officers, directors and 10 percent shareholders are required by
Commission regulations to furnish the Company with all Section 16(a) reports
they file.
Based solely on the Company's review of copies of such reports and written
representations from the Company's officers and directors, the Company believes
that all required reports were filed during the fiscal year ended February 29,
2000. All of the Company's initial Form 3 reports were filed three (3) days
late, including reports from: David Bissett, the former Corporate Secretary of
the Company, Bruce Cameron, Abe Carmel, Alan Gerson, Robert Hunziker, David
Kenin, Donald MacKay, Jeffrey Paquin and Michael Weisman.
PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF THE FIRM OF GRANT THORTON LLP,
CERTIFIED PUBLIC ACCOUNTANTS, AS THE COMPANY'S AUDITOR FOR THE
FISCAL YEAR ENDED FEBRUARY 28, 2001
Grant Thornton LLP, Certified Public Accountants, were retained as
consultants to the Company in the fall of 1999, and subsequently were engaged as
auditors for the fiscal year ended February 29, 2000.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE APPOINTMENT
OF GRANT THORNTON LLP AS THE COMPANY'S AUDITORS.
Page 10 of 12
SOLICITATION OF PROXIES
The Proxy Card accompanying this Proxy Statement is solicited by the Board
of Directors. Proxies may be solicited by officers, directors and other
employees of the Company, none of whom will receive any additional compensation
for their services. Solicitations of Proxies may be made personally, or by mail,
telephone, telegraph, facsimile or messenger. The Company will pay persons
holding shares of common stock in their names or in the names of nominees, but
not owning such shares beneficially, such as brokerage houses, banks and other
fiduciaries, for the expense of forwarding soliciting materials to their
principals. All costs of soliciting Proxies will be paid by the Company.
ANNUAL REPORT
The Company's Annual Report on Form 10-K for the fiscal year ended February
29, 2000 (the "Form 10-K"), accompanies this Proxy Statement. On written
request, the Company will provide, without charge, a copy of its Form 10-K filed
with the Securities and Exchange Commission (including a list briefly describing
the exhibits thereto), to any record holder or beneficial owner of the Company's
Common Stock on June 19, 2000, the Record Date for the 2000 Annual Meeting of
Stockholders, or to any person who subsequently becomes such a record holder or
beneficial owner. Requests should be directed to the attention of the Secretary
of the Company at the address of the Company set forth in the Notice of Annual
Meeting of Stockholders included with this Proxy Statement.
INCORPORATION BY REFERENCE
The following items are incorporated by reference from our Annual Report on
Form 10-K filed with the Securities and Exchange Commission on June 13, 2000
(Commission file number: 0-27025):
- Consolidated Financial Statements for the fiscal years ended February
29, 2000 and February 28, 1999;
- Management's Discussion and Analysis of Financial Condition and
Results of Operations; and
- Changes to and Disagreements with Accountants on Accounting and
Financial Disclosure.
CHANGES IN INDEPENDENT ACCOUNTANTS
On March 10, 2000, the Company replaced Geneyne Hodges, CPA as the
Company's independent auditor. The decision to change independent auditors was
approved by the Company's Board of Directors.
No disagreements exist between the Company and Geneyne Hodges, CPA with
respect to any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure. Attached to the Company's Current
Report on Form 8-K filed with the Securities and Exchange Commission on March
16, 2000 is a letter from Geneyne Hodges, CPA to the Securities and Exchange
Commission that states that Geneyne Hodges, CPA agrees with the foregoing
statement.
On March 10, 2000, the Company engaged Grant Thornton LLP as the Company's
independent auditor to audit the Company's financial statements.
Page 11 of 12
ADDITIONAL INFORMATION
The Company has filed with the Securities and Exchange Commission, 450
Fifth Street, N.W., Washington, D.C., a Registration Statement on Form 10 to
register its common shares under the Securities Exchange Act of 1934, as
amended. This Proxy Statement does not contain all of the information contained
in the Registration Statement. For further information with respect to the
Company and the shares of Common Stock, reference is made to the Registration
Statement, including the exhibits thereto, which may be inspected, without
charge, at the office of the Securities and Exchange Commission, or copies of
which may be obtained from the Commission in Washington, D.C., upon payment of
the requisite fees, or from the Commission's Web site at http://www.sec.gov.
Statements contained in this Proxy Statement as to the intent of any contract or
other document referred to are not necessarily complete, and in each instance
reference is made to the copy of such contract or other document filed as an
exhibit to the Registration Statement, each such statement being qualified in
all respects by such reference.
OTHER MATTERS
The Company is not aware of any other business to be acted upon at the
Annual Meeting of Stockholders. If other business requiring a vote of the
stockholders should come before the Meeting, the holders of the Proxies will
vote in accordance with their best judgment.
PROPOSALS OF SHAREHOLDERS FOR THE 2001 ANNUAL MEETING OF STOCKHOLDERS
Proposals of shareholders to be presented at the Annual Meeting of
Stockholders to be held in 2001 must be received at the Company's executive
offices by March 31, 2001, in order to be included in the Company's Proxy
Statement and Form of Proxy concerning that meeting.
In accordance with Rule 14a-4(c) promulgated by the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as amended, the
holders of the proxies solicited by the Board of Directors in connection with
the 2001 Annual Meeting of Shareholders may vote such proxies in their
discretion on certain matters as more fully described in such rule, including
without limitation on any matter coming before the meeting as to which the
corporation does not have notice on or before June 28, 2001. This notice period
does not apply to director nominations or amendments to the Bylaws which are
governed by the Company's Bylaws and explained therein.
DATED at Los Angeles, California, this 28th day of June, 2000.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Bruce R. Cameron
----------------------------
Bruce R. Cameron
President and Chief Financial Officer
/s/ Robert L. Hunziker
----------------------------
Robert L. Hunziker
Corporate Secretary
Page 12 of 12
PROXY
For the Annual Meeting of the Stockholders of
SPORTSPRIZE ENTERTAINMENT INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS.
The undersigned hereby appoints Bruce Cameron and Robert Hunziker, and each
of them, with full power of substitution, as proxies to vote the shares which
the undersigned is entitled to vote at the Annual Meeting of Stockholders to be
held on August 10, 2000 and at any adjournment thereof.
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
FOR NOT FOR FOR AGAINST ABSTAIN
1. Election of Directors: 2. Appointment of Grant Thornton [ ] [ ] [ ]
LLP as the Company's auditor:
Bruce Cameron [ ] [ ]
Abe Carmel [ ] [ ]
Alan Gerson [ ] [ ]
Robert Hunziker [ ] [ ]
David Kenin [ ] [ ]
Jeffrey Paquin [ ] [ ]
Michael Weisman [ ] [ ]
Except vote withheld from
following nominee(s) listed in
space at right
I plan to attend the meeting. [ ]
This Proxy, when properly signed
will be voted in the manner
directed herein by the
undersigned stockholder. IF NO
DIRECTION IS MADE, THIS
PROXY WILL BE VOTED FOR
THE ELECTION OF THE
NOMINEES NAMED IN
PROPOSAL 1 AND FOR
PROPOSAL 2.
IMPORTANT -- PLEASE SIGN
AND RETURN THIS PROXY
PROMPTLY. When shares are
held by joint tenants, both
should sign. When signing
as attorney, executor,
administrator, trustee or
guardian, please give full
title as such. If a corporation,
please sign in full corporate
name by President or other
authorized officer. If
a partnership, please sign
in partnership name by
an authorized person.
</TABLE>
Signature(s) Dated
------------------------------------------ ---------------------