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:
_X_ Preliminary Proxy Statement
___ Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
___ Definitive Proxy Statement
___ Definitive Additional Materials
___ Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
U S AMATEUR SPORTS, INC.
(Name of Registrant as Specified in Its Charter)
U S AMATEUR SPORTS, INC.
(Name of Person(s) Filing Proxy Statement)
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U S AMATEUR SPORTS, INC.
8125 Monetary Drive, Suite H4
Riviera Beach, Florida 33404
(561) 622-4395
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 29, 1998
TO THE SHAREHOLDERS OF U S AMATEUR SPORTS, INC.:
NOTICE HEREBY IS GIVEN that the Annual Meeting of Shareholders of U S
Amateur, Inc., a Florida corporation (the "Company"), will be held at 8125
Monetary Drive, Suite H4, Riviera Beach, Florida 33404, on Thursday, October
29, 1998, at 4:00 p.m., Eastern Time, and at any and all adjournments thereof,
for the purpose of considering and acting upon the following matters.
1. Approval of the election of Guy Lindley as a Director of the Company
to serve until the next Annual Meeting of Shareholders and until his successor
have been duly elected and qualified;
2. Approval of the audited report for the year ended may 31, 1998,
prepared by the independent accountants of the Company, Hafer & Gilmer, and to
approve the retaining of Hafer & Gilmer to prepare the audited annual
financial statements for the Company for the current year to be ended May 31,
1999; and
4. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Only holders of the no par value common stock of the Company of record at
the close of business on July 31, 1998, will be entitled to notice of and to
vote at the Meeting or at any adjournment or adjournments thereof. The
proxies are being solicited by the Board of Directors of the Company.
All shareholders, whether or not they expect to attend the Annual Meeting
of Shareholders in person, are urged to sign and date the enclosed Proxy and
return it promptly in the enclosed postage-paid envelope which requires no
additional postage if mailed in the United States. The giving of a proxy will
not affect your right to vote in person if you attend the Meeting.
BY ORDER OF THE BOARD OF DIRECTORS
DAVID J. PANAIA, PRESIDENT
Riviera Beach, Florida
September 11, 1998
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U S AMATEUR SPORTS, INC.
8125 Monetary Drive, Suite H4
Riviera Beach, Florida 33404
(561) 622-4395
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 29, 1998
Item 1. Date, Time and Place Information.
(a) The next annual meeting of the shareholders is scheduled for October
29, 1998, 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 the proxy statement and form of proxy
are first sent or given to security holders is September 11, 1998.
(c) All shareholders must take the actions by the following dates:
(1) On or before September 29, 1998, is the deadline for submitting
shareholder proposals for inclusion in the Company's proxy statement and form
of proxy for the Company's next annual meeting, with any proposal, including
any accompanying supporting statement, which may not exceed 500 words; and
(2) After September 29, 1998, any shareholder proposal submitted is
considered untimely, as calculated in the manner as provided by SEC Rule
14a-8(e).
Item 2. Revocability of Proxy.
The proxies submitted herein shall become irrevocable.
Item 3. Dissenters' Rights of Appraisal.
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.
(a) (1) Solicitations made herein are made by the Company. The Company
has not been informed by any director in writing that he intends to oppose any
actions intended to be taken by the Company.
(2) No solicitations are to be made by any persons other than the
Company.
(3) The total amount is currently estimated to be $650.00 which
will be spent as the total expenditures to date for, the furtherance of, or in
connection with, the solicitation of shareholders.
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(4) The cost of the solicitation will be borne by the Company.
(b) (1) The solicitation is to be made by the officers and directors of
the Company and shall be performed by mailing proxies to the security holders.
(2) The following agents of the Company have been employed to
solicit shareholders: David J. Panaia, Gerald V. Bergman and Thomas J.
Thomas. None of these agents are receiving any additional compensation for
the solicitation to the shareholders.
Item 5. Interest of Certain Persons in Matters to be Acted Upon.
The shareholders are being solicited only to elect one director and to
approve the audited report of the Company's independent auditors. This
meeting will involve the election of one of the company's directors, a
position currently held by Rene LaCasse, whose term expires on the date of the
1998 shareholders meeting. Guy Lindley will be nominated for election for
this open position on the Board of Directors. The remaining directors are
Thomas J. Thomas and Jack Enterline, whose terms expire on the date of the
1999 annual shareholders meeting, and David J. Panaia and Gerald V. Bergman,
whose terms expire on the date of the 2000 annual shareholders meeting. The
term of the director to be elected at the above 1998 annual meeting of the
shareholders will expire on the date of the 2001 annual shareholders meeting.
The Company has the following officers and directors as of May 31, 1998, with
changes noted through the date of the meeting, with the officers and other
directors whose terms have not expired indicated:
First Term of
Name Age Position With Company Appointed Office
- ---- --- --------------------- --------- -------
David J. Panaia 59 Chief Executive June 18, 1994 (1),(2),(3)
Officer, President
and a Director
Gerald V. Bergman 51 Treasurer and a June 26, 1995 (1),(2),(3)
Director
Thomas J. Thomas 48 Secretary and a June 26, 1995 (1),(2)
Director
Rene LaCasse 64 Director January 5, 1996 (2)
Jack Enterline 55 Director January 5, 1996 (2)
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(1) Officers serve at the pleasure of the Company's Board of Directors.
(2) Directors are elected to serve terms as designated above. (See Item 5.)
The company currently intends to hold its next annual meeting during October
1998.
(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.
Item 6. Voting Securities and Principal Holders Thereof.
(a) The Company has one class of common stock, of which 50,000,000
shares of common stock are currently authorized and 11,892,600 shares were
outstanding on July 31, 1998. Therefore, the total number of votes is
11,892,600.
(b) The record date for shareholders is July 31, 1998, with respect to
this solicitation.
(c) The shareholders shall not have cumulative rights with respect to
the election of directors.
(d) The following persons own more than five percent of the Company's
outstanding common stock, including shares held beneficially: David J.
Panaia, 19.86%; Gerald V. Bergman, 5.30%; Thomas J. Thomas, 5.55%; Linda C.
Bergman, 12.28%, Axis Enterprises, Ltd., 12.61%.
(e) There has been no change in control of the Company since the
beginning of its last fiscal year.
Item 7. Directors and Executive Officers.
(a) Legal Proceedings:
During the fourth quarter of the fiscal year of the Company ended May 31,
1998, the Company reached an agreement to purchase certain previously leased
computer and telephone equipment in connection with a written lease, in which
the Company was named in a lawsuit filed by the former owner of the equipment.
The resolution of this matter should therefore not have any material adverse
effect on the Company or its business prospects.
The Company is not involved in any other material legal proceedings or
litigation and the officers and directors are aware of no other material
proceedings or litigation.
(b) The names and ages of directors of U S Amateur Sports and all
persons nominated or chosen to become directors along with all other positions
and offices with U S Amateur Sports held by such persons together with the
terms as director are set forth in Item 5 above. There are no arrangements
outstanding between any of the above persons and the Company pursuant to which
they were or are to be selected as director or nominee.
(c) During the fourth quarter of the Company's fiscal year, Gerald V.
Bergman tendered his resignation as Treasurer and Chief Financial Officer 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, and the
position of Chief Financial Officer was assumed by Guy T. Lindley.
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(d) The following is a list of the names, ages and business resumes of
all the executive officers of the Company and all persons who are chosen to
become officers, indicated by positions and offices held by each person, filed
by the term as such officer, and there are no arrangements or understandings
between him or any other person pursuant to which he was or is to be selected
as an officer. None of the officers are related. The business experience of
each officer/director follows the list:
First Term of
Name Age Position With Company Appointed Office
- ---- --- --------------------- --------- -------
David J. Panaia 59 Chief Executive June 18, 1994 (1), (2)
Officer, President,
Treasurer and
Director
Gerald V. Bergman 51 Director June 26, 1995 (1),(2)
Thomas J. Thomas 48 Secretary and June 26, 1995 (1),(2)
Director
Rene LaCasse 64 Director January 5, 1996 (2)
Jack Enterline 55 Director January 5, 1996 (2)
Guy Lindley 51 Chief Financial June 1, 1998 (1)
Officer
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(1) Officers serve at the pleasure of the Company's Board of Directors.
(2) Each of these Directors was appointed to serve until the next annual
meeting of shareholders. The company currently intends to hold its next
annual meeting during October 1998.
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 political 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. Panaia is past President and current 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.
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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.
Jack Enterline has served as a Director of the Company since December
1995. Mr. Enterline is an engineer with special training in cryogenics and
vacuum technology, and additional training in corporate and business
management. In 1968, Mr. Enterline joined Grumman Aircraft Engineering
Corporation, located at the John F. Kennedy Space Center, as Project Lead
Engineer on the launch team in support of the Apollo Lunar Landing Space
Craft. In 1973, Mr. Enterline founded World Energy Inc., a private
corporation which provided consulting services for in situ technology,
primarily coal gasification, and for which he served as President and
Director. In 1975, he founded Precision Metal Services, Inc. ("PMS"), an
independent engineering firm and fabricator of weldments and structural steel,
where he served as President and Director from 1975 until its dissolution in
1981. In 1980, he founded Cryomed Corporation, a privately-held company
engaged in the business of manufacturing and distributing home health care
liquid oxygen systems utilizing cryogenics and vacuum technology, where he
served as Chairman of the Board of Directors, President and Chief Executive
Officer from August, 1980 to January, 1981 when the business was merged into
Cryo2 Corporation. Mr. Enterline then continued to serve as President, Chief
Executive Officer and a Director of Cryo2 Corporation (which was engaged in
the same business as Cryomed Corporation) from January, 1981 to December, 1988
when the company's assets were purchased by CMT Corporation. In 1989 Mr.
Enterline cofounded Perry Oxygen Systems, Inc. (another privately-held company
engaged in the business of manufacturing and distributing home healthcare
liquid oxygen systems utilizing cryogenics and vacuum technology), and served
as its President and a Director until August 1, 1992, when the company's
assets were purchased by Mobilite Corporation (a wholly-owned subsidiary of
Invacare Corporation), for which Mr. Enterline served as liquid oxygen program
manager and engineer from August, 1992 until December, 1993. In 1994, he
founded Trek Designs, Inc., a private consulting corporation with specialties
in engineering, finance and corporate management, and currently serves as its
President. Mr. Enterline is married to Karen Enterline, a 2.10 % shareholder
of the Company.
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Rene LaCasse has served as a Director of the Company since December 1995.
Mr. LaCasse is the founder of Micro Tool Engineering, Inc. located in Riviera
Beach, Florida and has served as its Chairman of the Board, President and
Chief Executive Officer since its inception. Since 1968 Mr. LaCasse has owned
and operated this tool and die production facility. Mr. LaCasse has an
extensive background in tooling, plant management, and mechanical engineering.
Mr. LaCasse is also the founder, developer and General Manager of Performance
Paintball Products, Inc. located in Riviera Beach, Florida and formed in July
1995.
Guy T. Lindley, at age 51, joins the Company as Chief Financial Officer
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
Lindley, director and President of Sun Express Group, Inc. (dormant).
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:
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Number of % of Class
Shares 11,892,600
Name and Address Owned Shares
---------------- --------- ----------
David J. Panaia 2,362,400 19.86
10 Wyndham Lane
Palm Beach Gardens, FL
Gerald V. Bergman 630,000 5.30
10692 Hidden Lake Circle
Palm Beach Gardens, FL
Thomas J. Thomas 660,000 5.55
3844 Dogwood Circle
Palm Beach Gardens, FL
Jack J. Enterline -0- -0-
P.O. Box 12788
Fort Pierce, FL
Derek D. Panaia 400,000 3.36
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 the Company 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 this
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
Company and the owner of 660,000 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.
Rene LaCasse, a director of the Company, is President, Director and
stockholder of Micro Tool Engineering Inc. which has a manufacturing agreement
with the Company. The terms of the agreement provide that the Company must
reimburse Micro Tool for its services on a cost plus 15% basis. Billing is net
30 days. Management believes that this arrangement has been beneficial in the
development phases, but the agreement will be terminated after transition to
in-house production of certain of the Company's paintball products.
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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.
On February 27, 1998, the Company acquired certain assets of Amateur
Athletes of America, Inc. in a tax-free exchange of assets for stock. The
Company acquired all rights to the ProCard and ComCard plus certain
Internet-based sports equipment exchange concepts in exchange for one million
shares of common stock. The ProCard and ComCard are prepaid telephone cards
with unique emergency medical features which are marketed through youth
athletic organizations. A portion of the stock was used for payment of a note
held by Amateur Athletes of America. Amateur Athletes of America, Inc. was a
private corporation owned by Linda C. Bergman, wife of Gerald V. Bergman,
former Treasurer and a member of the Company's Board of Directors.
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 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.
Rene LaCasse and Jack Enterline are each owners of twenty-five percent
(25%) of the outstanding stock of Performance Paintball Products, Inc., the
company from which US Amateur Sports purchased the tools and dies and
technology necessary to produce the Viper M-1 paintball marker.
Pursuant to the terms of the transaction, the Company issued a promissory
note in favor of Performance Paintball Products in the amount of $101,295.
The parties subsequently agreed to cancel this note and replaced it with a new
note which had a principal balance remaining of $30,214 at May 31, 1998.
Under the new agreement, monthly payments will continue until the final
payment is made on September 21, 1998.
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.
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(e) (1) The following is the Company's standing audit committee of the
Board of Directors to retain independent auditors: Jack Enterline and Rene
LaCasse.
(2) The committee will consider nominees for independent auditors
recommended by other shareholders by reviewing the recommendations and
proposals in reporting their recommendations to the Company's Board of
Directors for action.
(f) The Board of Directors has met ten times during the last full fiscal
year. The following incumbent directors attending less than 75% of the
meetings of the aggregate are Jack Enterline who attended 50% of the meetings
and Rene LaCasse who attended 40% of the meetings.
(g) No director has resigned or declined to stand for re-election to the
Board of Directors.
Item 8. Compensation of Directors and Executive Officers.
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.
(a) The name of the principal accountant is Hafer & Gilmer, 251 Royal
Palm Way, Suite 302, Palm Beach, Florida 33480, and it will be recommended to
the shareholders for the election, approval and ratification of retaining
these accountants for the current year and the past year.
(b) Hafer & Gilmer also recently completed the financial statements for
the year ended May 31, 1998.
(c) Hafer & Gilmer will have representatives at the meeting to review
the current year and for the most recently completed fiscal year, and they
will have the opportunity to make a statement if they desire to do so. Such
representatives are expected to be available to respond to appropriate
questions.
(d) 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.
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.
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Item 11. Authorization or Issuance of Securities Otherwise Than For Exchange.
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.
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.
The financial and other information set forth in the SEC Form 10K which
accompanies this document, are hereby incorporated by reference.
Item 14. Mergers, Consolidations, Acquisitions and Similar Matters.
No action will be taken regarding approval by shareholders involving
merger or consolidation of the registrant into or with any other person, the
acquisition by the Company of any of its securities, 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.
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.
No action is to be taken with respect to the restatement of any asset,
capital or surplus account of the Company.
Item 17. Action With Respect to Reports.
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.
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.
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Item 19. Amendment of Charter, Bylaws or Other Documents.
No action is to be taken with respect to any amendment to the Company's
Charter, Bylaws or other documents.
Item 20. Other Proposed Action.
No other action is to be taken not specifically referred to in this
Schedule 14A.
Item 21. Voting Procedures.
The voting procedure required for the election or approval of election of
directors is as follows: The Chairman of the meeting will enter the names of
the directors to be elected, and will then call for a vote of the shareholders
present plus those with proxies. 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.
DAVID J. PANAIA, PRESIDENT
Riviera Beach, Florida
September 11, 1998
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PROXY
U S AMATEUR SPORTS, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned stockholder of U S Amateur Sports, Inc. ("USSP") hereby
irrevocably appoints David J. Panaia, Gerald V. Bergman and Thomas J. Thomas,
and any of them, the lawful attorneys and proxies of the undersigned, with
several powers of substitution, to vote all shares of Common Stock of USSP
which the undersigned is entitled to vote at the Annual Meeting of the
Stockholders to be held on October 29, 1998, and at any and all adjournments
thereof:
1. Approval of the election of Guy Lindley as director of USSP.
FOR ___ AGAINST ___ ABSTAIN ___
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR.
2. Approval of the audited report for the year ended May 31, 1998,
prepared by the independent accountants of the Company, Hafer & Gilmer, and to
approve the retaining of Hafer & Gilmer to prepare the audited annual
financial statements for the Company for the current year to be ended May 31,
1999.
FOR ___ AGAINST ___ ABSTAIN ___
THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR.
3. IN THEIR DISCRETION ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE
THE MEETING.
Shares represented by all properly executed proxies will be voted in
accordance with instructions appearing on the proxy. IN THE ABSENCE OF
SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED FOR APPROVAL OF THE ELECTION OF
GUY LINDLEY AS A DIRECTOR, THE RETENTION OF HAFER & GILMER AS THE COMPANY'S
INDEPENDENT AUDITORS AND IN THE DISCRETION OF THE PROXY HOLDERS AS TO ANY
OTHER MATTERS.
Dated ____________________, 1998
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Signature
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Signature
(Please sign as name(s) appear(s)
on the stock certificate. If joint
account, both owners should sign.)
