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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
14-c5(d)(2))
/ / Definitive Information Statement
U S Amateur Sports, Inc.
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(Name of Registrant As Specified In Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / 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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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U S AMATEUR SPORTS, INC.
8125 Monetary Drive, Suite H4
Riviera Beach, Florida 33404
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A
PROXY.
Item 1. Date, Time, Place and Matters to be Discussed Information.
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(a) The special meeting of the shareholders is scheduled for January 25,
1999, at 4:00 p.m., at the offices of the Company, 8125 Monetary Drive, Suite
H4, Riviera Beach, Florida 33404.
(b) The approximate date on which this Preliminary Information Statement
is first sent or given to security holders is January 4, 1999.
(c) The purpose of the meeting is to discuss an amendment to the
Company's Articles of Incorporation to change the Company's name to
ecom ecom.com, inc., and to change the Company's trading symbol, which has
been approved by all of the Company's directors on December 17, 1998.
Item 2. Revocability of Proxy.
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Not applicable because proxies are not being solicited.
Item 3. Dissenters' Rights of Appraisal.
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Those issues to come before the shareholders are not subject to any
rights of dissenters pursuant to Florida law.
Item 4. Persons Making the Solicitation.
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Not applicable.
Item 5. Interest of Certain Persons in Matters to be Acted Upon.
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Not applicable.
Item 6. Voting Securities and Principal Holders Thereof.
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(a) The Company has one class of common stock, of which 50,000,000
shares of common stock are currently authorized and 11,932,600 shares on
November 30, 1998, were currently outstanding. Therefore, the total number of
votes is 11,932,600.
(b) The record date for shareholders is November 30, 1998, with respect
to this Notice.
(c) The shareholders shall not have cumulative voting rights with
respect to the change of the Company's name.
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(d) The following persons own more than five percent of the Company's
outstanding common stock, including shares held beneficially: David J.
Panaia, 19.80%; Gerald V. Bergman, 5.28%; Thomas J. Thomas, 5.57%; Linda C.
Bergman, 12.28%; Axis Enterprises, Ltd., 12.57%.
(e) There has been no change in control of the Company since the
beginning of its current fiscal year.
Item 7. Directors and Executive Officers.
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(a) Legal Proceedings:
The Company is not involved in any material legal proceedings or
litigation and the officers and directors are aware of no other pending
material proceedings or litigation.
(b) The names and ages of directors of U S Amateur Sports and all
persons serving as directors along with all other positions and offices with
U S Amateur Sports held by such persons together with the terms as directors
are as set forth below. There are no arrangements outstanding between such
persons and the Company pursuant to which they were selected as directors.
The Company has the following officers and directors as of November 30, 1998,
through the date of the meeting, with the officers and other directors whose
terms have not expired indicated:
Position First Term of
Name Age With Company Appointed Office
- ---- --- ------------ --------- -------
David J. Panaia 59 Chief Executive 06/18/94 (1),(2),(3)
Officer,President,
Treasurer and a
Director
Gerald V. Bergman 51 Director 06/26/95 (2),(3)
Thomas J. Thomas 48 Secretary and a 06/26/95 (1),(2)
Director
Guy T. Lindley 51 Chief Financial 10/29/98 (1),(2)
Officer and a
Director
___________
(1) Officers serve at the pleasure of the Company's Board of Directors.
(2) The Directors are Thomas J. Thomas, whose term expires on the date of
the 1999 annual shareholders meeting; David J. Panaia and Gerald V. Bergman,
whose terms expire on the date of the 2000 annual shareholders meeting; and
Guy T. Lindley, whose term will expire on the date of the 2001 annual
shareholders meeting.
(3) Gerald V. Bergman tendered his resignation as Treasurer of the Company,
effective May 31, 1998, in order to pursue other business interests. He
retains his position as a member of the Board of Directors. Effective June 1,
1998, Mr. Panaia assumed the position of Treasurer.
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The Company's Board of Directors sets corporate policies which are
implemented by the Company's management. In the event that the Company's
Board of Directors determines that a member faces a conflict of interest, for
any reason, it is expected that the subject director will abstain from voting
on the matter which raised the issue.
(c) On September 9, 1998, Jack J. Enterline resigned as a director of
the Company.
(d) The following is a list of the names, ages and business resumes of
all the executive officers of the Company, indicated by positions and offices
held by each person, and there are no arrangements or understandings between
him or any other person pursuant to which he was selected as an officer. None
of the officers are related. The business experience of each officer/director
follows the list:
Position First Term of
Name Age With Company Appointed Office
- ---- --- ------------ --------- -------
David J. Panaia 59 Chief Executive 06/18/94 (1),(2)
Officer,President,
Treasurer and a
Director
Gerald V. Bergman 51 Director 06/26/95 (1),(2)
Thomas J. Thomas 48 Secretary and a 06/26/95 (1),(2)
Director
Guy T. Lindley 51 Chief Financial 10/29/98 (1),(2)
Officer and a
Director
___________
(1) Officers serve at the pleasure of the Company's Board of Directors.
(2) The Directors are Thomas J. Thomas, whose term expires on the date of the
1999 annual shareholders meeting; David J. Panaia and Gerald V. Bergman, whose
terms expire on the date of the 2000 annual shareholders meeting; and Guy T.
Lindley, whose term will expire on the date of the 2001 annual shareholders
meeting. The Company currently intends to hold its next annual meeting during
October 1999.
David J. Panaia, President, Chief Executive Officer and Director, is the
founder of the Company and has served as Director and President since the
Company was incorporated in June 1994. Mr. Panaia previously founded several
other businesses, including Gold Cross Ambulance Service, Inc. and Gold Cross
Medical Services, Inc., and acquired several other companies which were
consolidated into Gold Cross, Inc., which provided ground and air ambulance
service, medical services, equipment and supplies. After operating for over
twenty years, Gold Cross was sold in 1982. Mr. Panaia then founded Biomedics
Corporation, a durable medical equipment dealer, which he operated until its
sale in 1988. Both corporations were privately owned. Since 1988, he has
served as a political and small business marketing consultant through his own
firm, Sunpoint Industries, Inc. Sunpoint offered consulting services to
political candidates and medical equipment businesses located in the United
States. He served on the Board of Directors of two private schools. Mr.
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Panaia is past President and Treasurer of the Palm Beach Gardens Youth
Athletic Association and has served as President of the Palm Beach Gardens
Little League for several years. Mr. Panaia has attended various sports
conventions and seminars and has been a member of the Sportsplex Owners and
Directors Association (SODA). He concentrates full-time on his duties as the
President of the Company.
Gerald V. Bergman served as Treasurer and Director of the Company since
June 1994. Effective May 31, 1998, Mr. Bergman resigned from his position as
Treasurer in order to pursue other business interests. He continues to serve
as a Director of the Company. A CPA, Mr. Bergman joined Price Waterhouse &
Co. in 1975 where he was an audit manager. In 1980 he was appointed Director
of Corporate Planning and Analysis of the Red Lobster division of General
Mills. In 1984 through 1985 he served as Vice President and Controller of
J.L. Mason, Inc., a homebuilder. Mr. Bergman then became the Chief Financial
and Administrative Officer and a Director of Overseas Service Corporation, an
international manufacturers representative. He left Overseas Service
Corporation in May 1992 to form DBS Associates, a business consulting firm
that replaced a third party rendering financial and administrative services to
Overseas Service Corporation. DBS Associates became an inactive corporation
in 1995 in order to allow Mr. Bergman to serve full-time as Treasurer of the
Company. Mr. Bergman has extensive experience in support of community and
high school sports programs as a fund raiser and coach.
Thomas J. Thomas has served as Secretary and Director of the Company
since June 1994. Mr. Thomas is an attorney who has been a member of the
Florida Bar Association since 1982. He practices in the areas of business and
corporate law, business and individual income tax planning, estate planning,
probate, qualified pension and deferred compensation, corporate and
partnership law, and trust drafting and administration. He is admitted to
practice before the United States Tax Court and Court of Claims. He serves
part time as needed in his duties as Secretary of the Company.
Guy T. Lindley, at age 51, joins the Company as Chief Financial Officer
and Director with extensive experience in the management of corporate
financial matters, a career interest that he developed after receiving his
diploma as an MD. From 1975 to 1985 he managed the financial affairs of
Fabritek/PBTI Group, a company that engaged in the development and marketing
of operating room infection control systems. In 1985 Mr. Lindley joined
Medical Care Development Corporation and Doctors Healthcare Group. There he
managed all financial affairs of various subsidiaries and served as the
business manager for one of the first public physician venture groups in
partnership with a public foundation-controlled hospital. From 1989 to 1992,
and again from 1994 to 1998, he supervised all corporate finance activities
for the Wellman Family Group of Companies, a privately-owned holding company
with a public subsidiary, IASG. Wellman Group subsidiaries are engaged in
aircraft support and include a certified flag carrier for air transport. From
1992 to 1994, he managed the financial affairs of Sun Express Group, a public
air transport management company that formed a joint venture leading to the
development of Conquest Sun Airlines, subsequently known as Airtran and
purchased by Valujet. Mr. Lindley will serve full-time as the Chief Financial
Officer of the Company.
Other directorships held by any such officer or person nominated to
become a director with a publicly registered company are as follows: Guy T.
Lindley, director and President of Sun Express Group, Inc. (dormant), and
Thomas J. Thomas, director of Telpac Industries, Inc.
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No officers or directors have a petition for federal bankruptcy laws or
state insolvency laws, or were convicted in any criminal proceeding (excluding
traffic violations and other minor violations) or was subject to any order,
judgment or decree not subsequently reversed, suspended or vacated of any
court temporarily enjoining him or otherwise limiting the following activities
acting as futures commissions brokers or an investment adviser, underwriter
broker or dealer in securities, engaging in any type of business practice or
engaging in any act in connection with any activity with the purchase or sale
of any security or commodity in connection with any violation of federal or
state securities laws or federal commodities laws. No officers or directors
are subject to any order or decree not subsequently suspended or were found to
have violated any federal or state securities law.
The following officers and directors constitute control persons:
Number of % of Class
Shares 11,932,600
Name and Address Owned Shares
---------------- --------- ----------
David J. Panaia 2,362,400 19.80
10 Wyndham Lane
Palm Beach Gardens, FL
Gerald V. Bergman 630,000 5.28
10692 Hidden Lake Circle
Palm Beach Gardens, FL
Thomas J. Thomas 665,000 5.57
3844 Dogwood Circle
Palm Beach Gardens, FL
Derek D. Panaia 400,000 3.35
8617 Marlamoor Lane
West Palm Beach, FL
Regarding certain relationships and related transactions, the following
constitute persons who have since the beginning of the registrant's fiscal
year or any currently proposed transaction, or a series of similar
transactions to which USAS was or is a party, in an amount which involved
exceeds $60,000 and any of which of the following persons had or will have a
direct material interest naming such person, and indicating his relationship
to the registrant, the nature of this person's interest in the transaction,
the amounts of the transaction and where practicable the amounts of the
transactions of any director or any executive officer of the registrant or any
member of the immediate family of the foregoing person: None.
The following persons are indebted to the Company or its subsidiaries at
any time since the beginning of its last fiscal year in an amount exceeding
$60,000: None.
Business relationships with related parties are as follows:
The Company's counsel, attorney Thomas J. Thomas, has provided legal
services to the Company, including, but not limited to, legal advice on the
Offering, formation of the Company, acquisition of certain assets and legal
advice to the Company in general. Mr. Thomas is a Director, Secretary of the
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Company and the owner of 665,000 shares of the Company's common stock which
were issued in exchange for legal services rendered. Mr. Thomas has also been
reimbursed for various expenses incurred on behalf of the Company.
On January 10, 1998, the Company's Board of Directors approved an
agreement with Axis Enterprises, Ltd., a Bahamian corporation of Nassau,
Bahamas, to retain Axis for a period of three years to provide certain
financing, marketing and management services in support of the Company's
subsidiary, USA Performance Products, Inc. In exchange for performance of
these services, Axis was granted 1,500,000 shares of common stock. Services
commenced on April 8, 1998.
Derek D. Panaia, son of David J. Panaia, CEO of the Company, was retained
as a consultant to provide management oversight of USA Performance Products.
In connection with this agreement, Derek Panaia was granted 400,000 shares of
common stock in return for his services.
From time to time, David J. Panaia, President, Director and shareholder
of the Company and Gerald V. Bergman, Treasurer, Director and shareholder,
have provided bridge financing to the Company. During the years ended May 31,
1998 and 1997, these individuals contributed to capital a total of $0 and
$94,350, respectively, which had previously been recorded as loans from
stockholders. Of the balance of $101,600 in loans from stockholders as of
May 31, 1998, $76,000 was owed to Axis Enterprises, Ltd., $13,000 was owed to
David J. Panaia, and the balance was owed to an unaffiliated stockholder.
These loans consist of advances that are unsecured and bear no interest or
fixed date of maturity.
Except as described above, no director, officer or principal security
holder of the Company has or has had a direct or indirect material interest in
any transaction to which the Company is or was a party. The Company believes
that the terms of each of the transactions described above were no less
favorable to the Company than could have been obtained from third parties. In
addition, in the future the Company will not enter into additional
transactions with directors, officers or principal shareholders unless the
terms thereof are no less favorable to the Company than could be obtained from
third parties.
(e) The following are the Company's standing audit committee of the
Board of Directors to retain independent auditors: Guy T. Lindley and
Gerald V. Bergman.
(f) The Board of Directors has met ten times during the last full fiscal
year. None of the current incumbent directors attended less than 100% of the
meetings.
(g) No other director has resigned other than Jack Enterline or declined
to stand for re-election to the Board of Directors.
Item 8. Compensation of Directors and Executive Officers.
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No compensation, bonus, profit sharing or other compensation plan,
contract or arrangement is paid to any director or nominee for director.
Item 9. Independent Public Accountants.
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(a) The name of the principal accountant is Hafer & Gilmer, 251 Royal
Palm Way, Suite 302, Palm Beach, Florida 33480.
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(b) Hafer & Gilmer also recently completed the financial statements for
the year ended May 31, 1998.
(c) No independent accountant of the company during the two most recent
fiscal years has been changed or has resigned or indicated that it would
decline to stand for re-election after completion of the current audit or was
dismissed, or has any new independent accountant been engaged by the principal
accountant to audit the registrant's financial statements or as an independent
accountant on whom the principal accountant has expressed or is expected to
express reliance in its report regarding a significant subsidiary.
Item 10. Compensation Plans.
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No action is to be taken with respect to any plan pursuant to which cash
or noncash compensation is to be approved by the shareholders.
Item 11. Authorization or Issuance of Securities Otherwise Than For Exchange.
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No actions are to be taken with respect to the authorization or issuance
of any securities of the Company or for any exchange of the outstanding
securities of the Company.
Item 12. Modification or Exchange of Securities.
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No action is to be taken with respect to the modification of any class of
securities of the Company, or the issuance or authorization for issuance of
securities of the registrant in exchange for outstanding securities of the
registrant.
Item 13. Financial and Other Information.
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The financial and other information set forth in the Form 10K which was
filed with the SEC is available on request.
Item 14. Mergers, Consolidations, Acquisitions and Similar Matters.
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No action will be taken regarding approval by shareholders involving
merger or consolidation of the registrant into or with any other person with
the Company, the acquisition by the Company of any of its security holders,
securities of another person, the acquisition by the Company of any other
going business or the assets thereof, the sale or any other transfer of a
substantial part of the assets of the Company or the liquidation or
dissolution of the Company.
Item 15. Acquisition or Disposition of Property.
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No action is to be submitted to the shareholders with respect to the
acquisition or disposition of any property of the Company.
Item 16. Restatement of Accounts.
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No action is to be taken with respect to the restatement of any asset,
capital or surplus account of the Company.
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Item 17. Action With Respect to Reports.
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No action is to be taken with respect to any report of the Company or of
its directors, officers or committees or of any minutes of meetings of any
shareholders.
Item 18. Matters Not Required To Be Submitted.
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No actions are to be given to or submitted to a vote of shareholders with
respect to any matter which is not required to be submitted to the
shareholders.
Item 19. Amendment of Charter, Bylaws or Other Documents.
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The Company's Charter is to be amended pursuant to shareholder approval
at the meeting to change the Company's name from U S Amateur Sports, Inc. to
ecom ecom.com, inc. No other action is to be taken with respect to any
amendment to the Company's Bylaws or other documents.
Item 20. Other Proposed Action.
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No other action is to be taken not specifically referred to in this
Schedule 14C.
Item 21. Voting Procedures.
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The voting procedure required for the election or approval of election
other than of directors is as follows: The Chairman of the meeting will call
the meeting to order and move that the Company's Articles of Incorporation be
changed to ecom ecom.com, inc. and open the matter for discussion for the
shareholders present. The secretary will then call for a vote of the
shareholders present. The secretary of the Company will then count the
affirmative votes and the negative votes and the resulting votes will be made
public to the shareholders attending.
Votes will be counted by the secretary during the meeting, including
effective abstentions and voter nonvotes under applicable Florida law which
are to be treated as a vote neither for nor against the actions to be proposed
at the meeting. The Company's Chief Executive Officer will then sign the
amendment to the Company's Articles of Incorporation which will be filed with
the Secretary of State of Florida if the motion to change the Company's name
is approved.
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