<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT[EL] BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE[EL] BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH AN OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY STATE.
SUBJECT TO COMPLETION, DATED NOVEMBER , 1996
PROSPECTUS
SPORTSTRAC, INC.
1,200,000 SHARES OF COMMON STOCK
PAR VALUE $.01 PER SHARE
OFFERING PRICE PER SHARE--$6.00
------------------------
SportsTrac, Inc., a Delaware corporation (the 'Company' or 'SportsTrac'),
hereby offers (the 'Offering') 1,200,000 shares of common stock, par value $.01
per share (the 'Common Stock' or 'Shares'). See 'Risk Factors' and 'Description
of Securities.'
Prior to this Offering, there has been no public market for the Common
Stock. The offering price of the Common Stock has been determined by
negotiations between the Company and Sterling Foster & Co., Inc., the
underwriter of this Offering (the 'Underwriter'), and does not necessarily bear
any relationship to the Company's assets, book value, net worth or results of
operations or any other established criteria of value. The Underwriter may enter
into arrangements with one or more broker-dealers to act as co-underwriters of
this Offering. For additional information regarding the factors considered in
determining the initial public offering price of the Common Stock, see 'Risk
Factors--No Prior Public Market for Common Stock; Possible Volatility of Stock
Price,' 'Description of Securities' and 'Underwriting.'
The Company has applied for the inclusion of the Common Stock on the
National Association of Securities Dealers ('NASD') OTC Bulletin Board, an
unorganized, inter-dealer, over-the-counter market which provides significantly
less liquidity than on a national stock exchange or The Nasdaq Stock Market,
Inc. ('Nasdaq'), and quotes for stocks included on the OTC Bulletin Board are
not listed in the financial sections of newspapers as are those for a national
stock exchange or Nasdaq. There can be no assurance that the Company's
application for inclusion of its Common Stock on the OTC Bulletin Board will be
approved or that, if approved, a regular trading market for its Common Stock
will develop after this Offering or that, if developed, a regular trading market
will be sustained. In the event the Common Stock is not included on the OTC
Bulletin Board, quotes for the Common Stock may be included in the 'pink sheets'
for the over-the-counter market. If the Company's Common Stock trades for less
the $5.00 per share on the OTC Bulletin Board or the 'pink sheets,' it will
become subject to the Commission's penny stock disclosure requirements. While
the Company has applied for inclusion of its Common Stock on the Nasdaq SmallCap
Market, the application was denied by the Nasdaq staff. The Company's appeal was
denied by the Nasdaq Listing Qualifications Panel ('Listing Committee'). The
Company is in the process of appealing the determination of the Listing
Committee and has requested the Nasdaq Listing and Hearing Review Committee
('Review Committee') to review the decision of the Listing Committee. There can
be no assurance that an appeal by the Company to the Review Committee to review
the decision of the Listing Committee will be permitted or, if permitted, that
an appeal will be successful. See 'Risk Factors-- Lack of Prior Market for
Common Stock; No Assurance of Public Trading Market; Denial of Nasdaq Listing'
and 'Penny Stock Regulations May Impose Certain Restrictions on Marketability of
Company's Common Stock.' The Underwriter is not currently authorized by the NASD
to act as a market maker of securities included on the OTC Bulletin Board. The
prices and liquidity of the Company's Common Stock may be adversely affected by
the Underwriter's inability to act as a market maker. The Underwriter cannot
determine at this time whether or not other broker-dealers will act as a market
maker of the Company's Common Stock. See 'Risk Factors--Underwriter's Inability
To Act As Market Maker of Company's Common Stock.' In addition, the Underwriter
is the subject of a NASD action. See 'Risk Factors-- Recent NASD Action
Involving Underwriter.'
------------------------
AN INVESTMENT IN THE SECURITIES OFFERED HEREBY INVOLVES A HIGH DEGREE OF RISK
AND IMMEDIATE SUBSTANTIAL DILUTION OF THE BOOK VALUE OF THE COMMON STOCK
OFFERED HEREBY AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN AFFORD
THE LOSS OF THEIR ENTIRE INVESTMENT. SEE 'DILUTION' AND 'RISK
FACTORS' WHICH BEGIN ON PAGE 6.
------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
[CAPTION]
<TABLE>
<S> <C> <C> <C>
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO
PUBLIC AND COMMISSIONS(1) COMPANY(2)
<S> <C> <C> <C>
Per Share............................. $6.00 $0.60 $5.40
Total(3).............................. $7,200,000 $720,000 $6,480,000
</TABLE>
THE DATE OF THIS PROSPECTUS IS , 1996
<PAGE>
developed, will be sustained. The Company's application to list the Common Stock
on the Nasdaq SmallCap Market was denied by the Nasdaq staff, which denial was
affirmed by the Listing Committee, because of its concerns regarding the
Company's early stage of development, the Company's significant losses, nominal
revenue anticipated for 1996 and the lack of sufficient revenue producing
contracts to meet its 1997 projections. The Company is in the process of
appealing the determination of the Listing Committee and has requested the
Review Committee to review the decision of the Listing Committee. There can be
no assurance that an appeal by the Company to the Review Committee to review the
decision of the Listing Committee will be permitted or, if permitted, that an
appeal will be successful. Although the Company has applied for the inclusion of
the Common Stock on the OTC Bulletin Board, there can be no assurance that such
application will be approved or that, if approved, a regular trading market for
the Common Stock will develop after this Offering or that, if developed, a
regular trading market will be sustained. The OTC Bulletin Board is an
unorganized, inter-dealer, over-the-counter market which provides significantly
less liquidity than a national stock exchange or Nasdaq and quotes for stocks
included on the OTC Bulletin Board are not listed in the financial sections of
newspapers as are those for a national securities exchange or Nasdaq. Therefore,
prices for securities traded solely on the OTC Bulletin Board may be difficult
to obtain and purchasers of the Common Stock may be unable to resell the Common
Stock offered hereby at or near their original offering price or at any price.
In the event the Common Stock is not included on the OTC Bulletin Board, quotes
for the Common Stock may be included in the 'pink sheets' for the
over-the-counter market. In any event, because certain restrictions may be
placed upon the sale of securities at prices under $5.00, unless such securities
qualify for an exemption from the 'penny stock' rules, such as a listing on The
Nasdaq SmallCap Market, some brokerage firms will not effect transactions in the
Company's Common Stock and it is unlikely that any bank or financial institution
will accept such securities as collateral, which could have a material adverse
effect in developing or sustaining any market for the Common Stock. See 'Risk
Factors--Penny Stock Regulations May Impose Certain Restrictions on
Marketability of Company's Common Stock.'
16. Underwriter's Inability To Act As Market Maker of Company's Common
Stock. The Underwriter is not currently authorized by the NASD to act as a
market maker of securities included on the OTC Bulletin Board. The prices and
liquidity of the Company's Common Stock may be adversely affected by the
Underwriter's inability to act as a market maker. The Underwriter cannot
determine at this time whether or not other broker dealers will act as a market
maker of the Company's Common Stock. Although it has no legal obligation to do
so, the Underwriter from time to time may otherwise effect transactions in the
Company's Common Stock. However, there is no assurance that the Underwriter will
continue to effect transactions in the Company's Common Stock. The prices and
liquidity of the Company's Common Stock may also be significantly affected by
the degree, if any, to which the Underwriter so effects transactions. In
addition, the Underwriter may voluntarily discontinue such participation at any
time. Further, the market for, and liquidity of, the Company's Common Stock may
be materially adversely affected by the fact that a significant amount of the
Common Stock may be sold to customers of the Underwriter.
17. 'Penny Stock' Regulations May Impose Certain Restrictions on
Marketability of Company's Common Stock. The Securities and Exchange Commission
(the 'Commission') has adopted regulations which generally define a 'penny
stock' to be any equity security that has a market price (as defined) of less
than $5.00 per share or an exercise price of less than $5.00 per share, subject
to certain exceptions. If the Common Stock is included on the OTC Bulletin Board
and is trading at less than $5.00 per share, it may become subject to rules that
impose additional sales practice requirements on broker-dealers who sell such
securities to persons other than established customers and accredited investors
(generally those with assets in excess of $1,000,000 or annual income exceeding
$200,000, or $300,000 together with their spouse). For transactions covered by
these rules, the broker-dealer must make a special suitability determination for
the purchase of such securities and have received the purchaser's written
consent to the transaction prior to the purchase. Additionally, for any
transaction involving a penny stock, unless exempt, the rules require the
delivery, prior to the transaction, of a risk disclosure document (Schedule 15G)
mandated by the Commission relating to the penny stock market. The broker-dealer
must also disclose the commission payable to both the broker-dealer and the
registered representative, current quotations for the securities and, if the
broker-dealer is the sole market maker, the broker-dealer must disclose this
fact and the broker-dealer's presumed control over the market. Finally, monthly
statements must be sent disclosing recent price information for the penny stock
held in the account and information on the limited market in penny stocks.
Consequently, the 'penny stock' rules may restrict the ability of broker-dealers
to sell the Company's Common
9
<PAGE>
upon the number of shares that are offered and sold. Affiliates of the Company
may sell their shares during a favorable movement in the market price of the
Company's Common Stock which may have a depressive effect on its price per
share. See 'Description of Securities.'
23. Underwriter's Purchase Option. In connection with this Offering, the
Company will sell to the Underwriter, for nominal consideration ($120), an
option to purchase an aggregate of 120,000 shares of Common Stock (the
'Underwriter's Purchase Option'). The Underwriter's Purchase Option will be
exercisable commencing one (1) year after the Effective Date and ending four (4)
years after such date, at prices of $9.90 per Share, subject to certain
adjustments. The holders of the Underwriter's Purchase Option will have the
opportunity to profit from a rise in the market price of the Company's Common
Stock, without assuming the risk of ownership. The Company may find it more
difficult to raise additional capital if it should be needed for the business of
the Company while the Underwriter's Purchase Option is outstanding. At any time
when the holders thereof might be expected to exercise them, the Company would
probably be able to obtain additional capital on terms more favorable than those
provided by the Underwriter's Purchase Option. See 'Underwriting.'
24. Limitation on Director Liability. As permitted by Delaware law, the
Company's Certificate of Incorporation limits the liability of directors to the
Company or its stockholders for monetary damages for breach of a director's
fiduciary duty except for liability in certain instances. As a result of the
Company's charter provision and Delaware law, stockholders may have limited
rights to recover against directors for breach of fiduciary duty. See
'Description of Securities.'
25. Certain Anti-Takeover Provisions Potentially Discouraging a Merger or
other Change in Control. The ability of the Board of Directors to issue shares
of preferred stock in one or more series and to determine the designation,
voting and other rights, preferences, privileges and restrictions applicable to
such shares, together with the heightened shareholder approval requirements
associated with certain business combination transactions involving a Related
Person (as defined) and applicable provisions of Delaware law may have the
effect of discouraging a merger, tender offer, proxy contest or other
transaction involving a change in control of the Company that has not received
the prior approval of a majority of the Company's Board of Directors. See
'Description of Securities.'
26. Additional Authorized Shares Available for Issuance May Adversely
Affect the Market. The Company is authorized to issue 15,000,000 shares of its
Common Stock, $.01 par value. If all of the 1,200,000 shares of Common Stock
offered hereby are sold, there will be a total of 4,104,000 shares of Common
Stock issued and outstanding. However, the total number of shares of Common
Stock issued and outstanding does not include the exercise of up to 2,000,000
Warrants held by the Bridge Lenders to purchase up to 2,000,000 shares of the
Company's Common Stock, the Underwriter's Purchase Option to purchase up to
120,000 shares of Common Stock, the Underwriter's Over-Allotment Option of
180,000 shares of Common Stock, other warrants to purchase up to 180,000 shares
of Common Stock, and up to 480,000 shares of Common Stock issuable upon exercise
of employee stock options. After reserving a total of 2,960,000 shares of Common
Stock for issuance upon the exercise of all the options and warrants (including
the Over-Allotment Option, the Underwriter's Purchase Option, other warrants of
the Company, all of the Class A Warrants owned by the Bridge Lenders and
employee stock options), the Company will have at least 7,936,000 shares of
authorized but unissued Common Stock available for issuance without further
shareholder approval including issuances under current outstanding options and
warrants as well as issuances pursuant to employee stock option plans. As a
result, any issuance of additional shares of Common Stock may cause current
shareholders of the Company to suffer significant dilution and may adversely
affect the market price of their shares. In addition, the Company is authorized
to issue 100,000 shares of Preferred Stock. See 'Description of Securities' and
'Underwriting.'
27. Private Investigation Concerning Trading in Securities of Issuer
Underwritten by Underwriter. The Company was advised that the Securities and
Exchange Commission issued an order on March 17, 1995 authorizing a private
investigation concerning trading in the securities of Lasergate Systems, Inc.
The Underwriter acted as underwriter of a public offering of securities of
Lasergate Systems, Inc. in October 1994 and has acted as a market maker of that
issuer's securities since that time. Although the Underwriter is currently not
authorized by the NASD to act as a market maker of the Company's Common Stock
(see 'Risk Factors-- Underwriter's Inability To Act As Market Maker of Company's
Common Stock'), even if they were authorized to do so in the future, an
unfavorable resolution of the SEC's investigation may adversely affect the
market for
11
<PAGE>
and liquidity of the Company's securities if the Underwriter as a result of such
resolution will be unable to make a market in the Company's securities and if
additional broker-dealers do not make a market in the Company's securities.
28. Recent NASD Action Involving Underwriter. The Company has been advised
by the Underwriter that the NASD filed a complaint (No. CMS960174) on September
18, 1996 (the 'Complaint') against the Underwriter and various individuals
associated or formerly associated with the Underwriter (collectively, the
'Respondents'), alleging various violations of the Exchange Act and the NASD
Rules of Fair Practice. The Complaint consists of causes of action involving
sales of securities of three companies (Advanced Voice Technologies, Inc.,
Com/Tech Communications Technologies, Inc. and Embryo Development Corporation)
whose initial public offerings were underwritten by the Underwriter. The
Complaint alleges that the Underwriter engaged in the use of fraudulent and
manipulative devices in connection with the distribution and sale of securities
of such companies and failed to comply with undertakings to submit various
documents and information to the NASD's Corporate Financing Department for
review and received unfair and unreasonable underwriting compensation in
connection with transactions involving securities held by stockholders of such
companies; fraudulent sales practices including baseless price predictions and
sales of shares at aftermarket prices instead of the offering price and
unauthorized transactions with customers of the Underwriter. Furthermore, the
Complaint alleges inadequate supervision of the activities of the sales
representatives relating to the various alleged violations and inadequate
written supervisory procedures to prevent the allegedly violative conduct. The
Respondents have not yet filed an answer to the Complaint; however, it is their
intention to deny all material allegations and alleged violations and to
vigorously contest the proceeding.
29. Inexperienced Underwriter May Affect Trading Market. This is the
public offering underwritten by Sterling Foster & Co., Inc. There can be
no assurance that the Underwriter's limited experience as an underwriter of
public offerings will not adversely affect the proposed public offering of the
securities, the subsequent development of a trading market, if any, or the
market for and liquidity of the Company's securities. Therefore, purchasers of
the securities offered hereby may suffer a lack of liquidity in their investment
or a material diminution of the value of their investment.
12
<PAGE>
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 1,200,000 shares of
Common Stock offered hereby, are estimated to be $5,814,000 (after deducting
approximately $720,000 in underwriting discounts, other expenses of this
Offering estimated to be $666,000, which includes the Underwriter's
non-accountable expense allowance of $216,000, and a $100,000 financial
consulting fee payable to the Underwriter at the closing) (but not considering
any exercise of the Over-Allotment Option or the Underwriter's Purchase Option).
The Company based upon all currently available information, intends to
utilize such proceeds approximately as follows:
<TABLE>
<CAPTION>
APPROXIMATE APPROXIMATE
AMOUNT OF PERCENTAGE(%) OF
NET PROCEEDS NET PROCEEDS
------------ -----------------
<S> <C> <C>
Product Development(1)................................................. $1,957,000 33.66%
Marketing and Sales.................................................... 1,600,000 27.52%
Repayment of Certain Indebtedness(2)................................... 1,100,000 18.92%
Working Capital(3)..................................................... 1,157,000 19.90%
------------ -------
Total................................................................ $5,814,000 100.00%
</TABLE>
- ------------------
(1) Includes funds utilized for research and development, including product
design, engineering and prototype design, statistical analysis and software
design and development.
(2) Represents the repayment of Bridge Loans in the aggregate principal amount
of $400,000. The Bridge Loans are due and payable upon the earlier of
December 31, 1996 or the closing of the Company's initial public offering
and bear interest at the rate of 8% per annum. The proceeds of the Bridge
Loans were used for working capital ($350,000) and as a source of funds to
pay expenses associated with this Offering ($50,000). See 'Bridge
Financing.' Also represents the repayment of two loans, each in the amount
of $350,000, to Swiss American Bank Ltd. and Ulster Investment, Ltd. Each of
these loans are due and payable upon the earlier of December 31, 1996 or the
closing of the Company's initial public offering and bear interest at the
rate of 15% per annum. The proceeds of such loans was used to pay the
balance of the up-front licensing fees due to BFI under the Company's
sublicense agreement. See 'Bridge Financing' and 'Certain Transactions.'
(3) This amount will be utilized for general and administrative expenses
(including salaries, office space and equipment rental (including
communication equipment), supplies and other miscellaneous expenses).
The amounts set forth above are estimates. Should a reapportionment or
redirection of funds be determined to be in the best interests of the Company,
the actual amount expended to finance any category of expenses may be increased
or decreased by the Company's Board of Directors, at its discretion.
The Company believes that the proceeds of this Offering will enable the
Company to expand its business. As a result, the Company believes that the net
proceeds of this Offering, together with increased revenues generated from
operations, will be sufficient to conduct the Company's operations for at least
eighteen (18) months. The underwriting agreement does not prevent the Company
from seeking bank financing, although there can be no assurance that such
financing will be available on commercially reasonable terms. See 'Risk
Factors--Dependence on Offering Proceeds; Possible Need for Additional
Financing.'
To the extent that the Company's expenditures are less than projected
and/or the proceeds of this Offering increase as a result of the exercise by the
Underwriter of its Over-Allotment Option, the resulting balances will be
retained and used for general working capital purposes. Conversely, to the
extent that such expenditures require the utilization of funds in excess of the
amounts anticipated, additional financing may be sought from other sources, such
as debt financing from financial institutions, although there can be no
assurance that such additional financing, if available, will be on terms
acceptable to the Company. See 'Risk Factors--Dependence on Offering Proceeds;
Possible Need For Additional Financing.' The net proceeds of this Offering that
are not expended immediately may be deposited in interest bearing accounts, or
invested in government obligations or certificates of deposit.
13
<PAGE>
Company's auditors contains an explanatory paragraph which discusses certain
factors which raise substantial doubt about the Company's ability to continue
as a going concern.
The Company expects to incur substantial expenditures over the next
eighteen months to implement its sales, marketing and other programs. The
Company's management believe that the net proceeds of this offering (excluding
any proceeds from the Underwriter's Over-Allotment Option) will be sufficient to
fund its liquidity needs for at least the next eighteen months.
BUSINESS
GENERAL
SportsTrac, Inc., a Delaware corporation ('SportsTrac' or the 'Company'),
is a development stage business established in April 1995 (under the name Bogart
International Associates, Inc.) to develop and market products designed to
enhance and monitor athletic performance. The first product developed by the
Company, The SportsTrac(Trademark) System, is a skill evaluation tool that can
measure a person's hand-eye coordination and chart day-to-day variations in
performance. The Company filed a trademark application on May 6, 1996 with
respect to a trademark of the name of The SportsTrac(Trademark) System, and is
presently using the name for promotional purposes.
The SportsTrac(Trademark) System is presently in use (on an experimental
basis) by professional baseball, hockey and basketball teams. Presently, this
professional level sports team version of The SportsTrac(Trademark) System is
the only version in use, and it is in use only in an uncompleted pilot program,
is not fully tested or engineered, and is not ready for commercial production
and sale to professional sports teams. The Company is endeavoring to adapt the
same developed technology, by creating prototype versions, for a kiosk-based
evaluation and information delivery system for health and fitness clubs, as well
as for a skill analyzer for golfers and other recreational sports enthusiasts.
Additionally, the Company will endeavor to adapt The SportsTrac(Trademark)
System to a consumer entertainment version which will allow users to 'compete'
against professional athletes. However, the Company has not yet begun commercial
production of any version of its SportsTrac(Trademark) System which the Company
anticipates will be commercially available to any of its targeted markets.
Should any adaptation of The SportsTrac(Trademark) System be produced, there can
be no assurances that such adaptation will achieve market acceptance.
The Company anticipates that it will first establish the value of its
developed technology at the professional sports level, and then apply the same
technology and analysis to the broad base of recreational athletes, teams and
sports clubs. The SportsTrac(Trademark) System is already in use at the
professional sports level. The Company has established a pilot program with the
Los Angeles Dodgers (Major League Baseball), New York Rangers (a National Hockey
League team through their affiliate in the American Hockey League), Minnesota
Timberwolves (National Basketball Association) and Callaway Golf. Recently, the
Company signed purchase agreements with the Palm Springs Suns ( a minor league
baseball team) and U.S. Golf and Entertainment, Inc. (owners of golf driving
ranges) to install The SportsTrac(Trademark) System in early 1997. Each
agreement calls for the installation of one SportsTrac(Trademark) System
(identical to the professional sports team version) for a purchase price of
$20,000. The agreements provide for: (1) two days of on-site training in
conjunction with installation; (2) provisions for maintenance and repairs by the
Company for the twelve month period following shipment; and (3) the requirement
by the Company to supply updates and modifications to the systems completed by
the Company during the twelve month period following the date of shipment, at no
charge to the customers.
This pilot program is scheduled to continue until the conclusion of each
professional team's current season, at which time the Company anticipates that,
except for aesthetic changes, each system will be fully tested and engineered
and ready for commercial production and sale to other professional level sports
teams. While professional sports teams have participated in the pilot program,
their participation should not be understood to be an endorsement or promotion
of the Company's product by any professional team, or the athletes who utilize
The SportsTrac(Trademark) System in the pilot program.
The Company is unaware of any product other than The SportsTrac(Trademark)
System which provides an objective and reliable measurement of the core skills
needed in sports such as baseball, hockey, basketball, golf, and tennis.
Recently, a study which tested professional baseball players at two minor league
affiliates of the Los Angeles
18
<PAGE>
