MetroGolf Incorporated
1999 Broadway, Suite 2435
Denver, CO 80202
September 29, 1997
Dear MetroGolf Stockholder:
A Special Meeting of Stockholders (the "Meeting") of MetroGolf
Incorporated, a Colorado corporation (the "Company"), will be held on
Monday, November 10, 1997, starting at 9:30 a.m., Mountain Daylight Time, at
the offices of Brownstein, Hyatt, Farber, & Strickland, P.C., 410
Seventeenth Street, Suite 2200, Denver, Colorado 80202. Information about
the Meeting and the proposals to be considered at such Meeting are presented
in the Notice of Special Meeting and the Proxy Statement on the following
pages.
Your participation in the Company's affairs is important, regardless of the
number of shares you hold. To ensure your representation, even if you
cannot attend the Meeting, please sign, date and return the enclosed proxy
promptly.
We look forward to seeing you on November 10, 1997.
Sincerely,
Charles D. Tourtellotte
President
NOTICE OF SPECIAL MEETING
To be held November 10, 1997
Notice is hereby given that the Special Meeting of Shareholders (the
"Special Meeting") of MetroGolf Incorporated, a Colorado corporation (the
"Company"), will be held on Monday, November 10, 1997, starting at 9:30
a.m., Mountain Daylight Time, at the offices of Brownstein Farber Hyatt &
Strickland, P.C., 410 Seventeenth Street, Suite 2200, Denver, Colorado 80202
for the following purposes:
1. To consider and act upon the amendment of the Company's Articles of
Incorporation to increase the aggregate number of shares the Company shall
have the authority to issue from 10 million shares to 50 million shares of
common stock;
2. To consider and act upon such other matters as may properly come
before the Meeting or any adjournment thereof.
All stockholders of record on the Company's transfer books as of the close
of business on September 29, 1997 are entitled to notice of and to vote at
the Special Meeting or any adjournment thereof. A complete list of
stockholders entitled to vote at the Special meting will be available for
examination by any Company stockholder at 1999 Broadway, Suite 2435, Denver,
Colorado for purposes relevant to the Special Meeting, during normal
business hours for a period of ten days prior to the Special Meeting.
YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING,
PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED PROXY AND MAIL
IT IN THE ENCLOSED STAMPED ENVELOPE.
BY ORDER OF THE BOARD OF DIRECTORS
J. D. Finley
Executive Vice President and
Secretary
Denver, Colorado
September 29, 1997
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant x
-------
Filed by a party other than the Registrant
-------
Check the appropriate box:
x Preliminary proxy statement
- ---
Definitive proxy statement
- ---
Definitive additional materials
- ---
Soliciting material pursuant to Rule 14a-11(c) or Rule
- --- 14a-12
Confidential, for use of the Commission only (as
- --- permitted by Rule 14a-6(e)(2))
MetroGolf Incorporated
- ----------------------------------------------------------------------------
(Name of 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.
- ---
$500 per each party to the controversy pursuant to Exchange Act
- --- Rule 14a-6(i)(3).
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
- --- 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction
(4) computed pursuant to exchange Act Rule 0-11:
(5) Proposed maximum aggregate value of transaction:
(6)Total fee paid:
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:
(2) Form, schedule or registration statement no.:
(3) Filing party:
(4) Date filed:
MetroGolf Incorporated
1999 Broadway, Suite 2435
Denver, Colorado 80202
September 29, 1997
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PROXY STATEMENT
- -------------------------
This Proxy Statement is furnished in connection with the solicitation by
MetroGolf Incorporated (the "Company") of proxies to be voted at the
Special Meeting of the Company's stockholders on or about November 10, 1997,
and at any and all adjournments of such meeting. This Proxy Statement, the
accompanying proxy card and the Notice of Special Meeting are being mailed
to stockholders on or about October 7, 1997. The entire cost of preparing,
assembling, printing and mailing the Notice of Meeting, this Proxy
Statement, the Proxy itself, and the cost of soliciting Proxies relating to
the meeting, if any, will be borne by the Company. In addition to use of
the mails, proxies may be solicited by officers, directors, and other
regular employees of the Company by telephone, telegraph, or personal
solicitation, and no additional compensation will be paid to such
individuals. The Company will, if requested, reimburse banks, brokerage
houses, and other custodians, nominees and certain fiduciaries for their
reasonable expenses incurred in mailing proxy material to their principals.
Business at the Special Meeting will be conducted in accordance with the
procedures determined by the presiding officer and generally will be limited
to matters properly brought before the meeting by or at the suggestion of
the Board of Directors or by a stockholder pursuant to provisions of the
Company's Bylaws that require advance notice and disclosure of relevant
information.
The number of voting securities of the Company outstanding on September 29,
1997, the record date for the meeting as set by the Board of Directors, was
4,346,815 shares of Common Stock ("Common Stock"), no par value, each share
being entitled to cast one vote.
VOTING OF PROXIES
Since many of the Company's stockholders are unable to attend the Company's
Special Meeting, the Board of Directors solicits proxies to give each
stockholder an opportunity to vote on all matters scheduled to come before
the meeting and set forth in this Proxy Statement. Stockholders are urged
to read carefully the material in this Proxy Statement, specify their choice
on each matter by marking the appropriate boxes on the enclosed proxy card
and sign, date and return the card in the enclosed envelope.
By completing and returning the accompanying proxy card, the stockholder
authorizes Charles D. Tourtellotte and J.D. Finley, and each of them, as
designated on the face of the proxy card, to vote all shares for the
stockholder. All returned proxy cards that are properly executed will be
voted as the stockholder directs. If no direction is given, the executed
proxy cards will be voted FOR all proposals described in this Proxy
Statement. A proxy card may be revoked by a stockholder at any time before
it is voted at the Special Meeting by giving notice of revocation to the
Company in writing, by execution of a later dated proxy card, or by
attending and voting at the Special Meeting.
The holders of all outstanding shares of Common Stock are entitled to vote
in person or by proxy on all matters that may come before the meeting. The
holders of shares entitled to cast not less than a majority of the votes
must be present in person or represented by proxy at the meeting in order to
constitute a quorum for the transaction of business; all shares present in
person or represented by proxy are counted for quorum purposes.
Where a stockholder by marking a proxy card or ballot withholds a vote or
otherwise indicates that no vote is to be cast on any specific matter to be
voted upon (including a non-vote by a broker), such votes are generally not
counted as entitled to vote with respect to that election or subject matter,
as the case may be.
ATTENDANCE AT SPECIAL MEETING
To ensure the availability of adequate space for the Company's stockholders
wishing to attend the meeting, priority seating will be given to
stockholders of record, beneficial owners of the Company's stock having
evidence of such ownership, or their authorized representatives, and invited
guests of management. In addition, a stockholder may bring a guest. Those
unable to attend may request from the Secretary a copy of the report of the
proceedings of the meeting.
PROXY STATEMENT PROPOSALS
Other than the matters to be presented by the Company as set forth in the
Notice of Special Meeting, the Company knows of no other matters that
properly may be presented at the meeting.
Amendment of Articles of Incorporation
On September 29, 1997 the Board of Directors of the Company deemed it
advisable to amend the Company's Articles of Incorporation to increase the
number of shares of Common Stock the Company shall have the authority to
issue from 10,000,000 shares to 50,000,000 shares in order to accommodate
the Company's plan for continued acquisition and development of golf
practice facilities. The form of the Certificate of Amendment to the
Articles of Incorporation attached hereto is incorporated by reference (the
"Certificate of Amendment"). Each stockholder is encouraged to read the
Certificate of Amendment in its entirety. No stockholder is entitled to any
preemptive rights with respect to the Company's Common Stock. No further
votes of the stockholders will be required prior to the Company's issuance
of such Common Stock in accordance with the Company's Articles of
Incorporation, as amended and Bylaws. Although the increase in authorized
shares of Common Stock will not by itself be dilutive to current
stockholders, any issuance of such Common Stock will dilute the then current
ownership percentages of stockholders.
The Board of Directors of the Company is submitting the Certificate of
Amendment to the stockholders of the Company at the Special Meeting for
their approval. Upon approval by the stockholders of the Company, the
Certificate of Amendment shall be filed with the Secretary of State of the
State of Colorado by the proper officers of the Company.
STOCKHOLDERS' PROPOSALS FOR 1998 ANNUAL MEETING
Any proposal of a stockholder intended to be presented at the Company's 1998
Annual Meeting of Stockholders must be received by the Company for
inclusion in the proxy statement and form of proxy for that meeting no later
than December 31, 1997. Any proposal should be directed to the attention of
the Corporate Secretary, MetroGolf Incorporated, 1999 Broadway, Suite 2435,
Denver, Colorado 80202.
The following information is as of September 19, 1997.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
Title Name and Address Amount and Nature Percent of
of Class of Beneficial Owner of Beneficial Ownership class (1)
- -------- ------------------- ------------------------------ ----------
Primary
Shares Held Warrants Total
----------- -------- -------
Common Charles D. Tourtellotte 685,622 73,860 759,482 13.6%
MetroGolf Incorporated
1999 Broadway
Suite 2435
Denver, CO 80202
Common John W. McCall, et al.,
Investment Group
c/o John W. McCall
Round Hill Securities
3201 Danville Blvd.
#100
Alamo, CA 94507 297,000 (2) 297,000 5.3%
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(1) Does not include convertible debt that are not convertible nor warrants
and options that are not exercisable before November 19, 1997.
(2) Reflects shares reported in Schedule 13D filed on June 20, 1997.
SECURITY OWNERSHIP OF MANAGEMENT
Title Name and Address Amount and Nature Percent of
of Class of Beneficial Owner of Beneficial Ownership class (1)
- -------- ------------------- ------------------------------ ----------
Primary
Shares Held Warrants Total
----------- -------- -------
Common Charles D. Tourtellotte, 685,622 73,860 759,482 13.6%
President
Common J. D. Finley, 6,050 77,443 83,493 1.5%
Executive Vice President
Common Craig Sloan, 2,420 - 2,420 0.0%
Vice President -
Operations
Common Michael S. McGetrick, - 1,000 1,000 0.0%
Director
Common Robert Winsor IV, - - - 0.0%
Director
Common Ernie Banks, - 8,152 8,152 0.1%
Director
Common Jack Lasday, - 13,206 13,206 0.2%
Director ------- ------- ------- -----
All Officers and 694,092 173,661 867,753 15.5%
Directors as a Group ======= ======= ======= =====
- ----------------
(1) Does not include convertible debt that are not convertible nor warrants
and options that are not exercisable before November 19, 1997.
OTHER MATTERS
The Board of Directors knows of no business other than that described herein
that will be presented for consideration at the Special Meeting. If,
however, other business shall properly come before the meeting, the persons
named in the enclosed form of Proxy intend to vote the shares represented by
said Proxies on such matters in accordance with their judgment in the best
interest of the Company.
By Order of the Board of Directors
J.D. Finley
Executive Vice President and Secretary
PROXY
METROGOLF INCORPORATED
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby acknowledges receipt of the Notice of the Special
Meeting of Stockholders to be held at the offices of Brownstein, Hyatt,
Farber & Strickland, P.C., 410 Seventeenth Street, Suite 2200, Denver,
Colorado, 80202 on November 10, 1997 at 9:30 a.m. local time, and the Proxy
Statement related thereto, each dated September 29, 1997, and constitutes
and appoints Charles D. Tourtellotte and J.D. Finley, and each of them, with
the power of substitution as proxy or proxies, to represent and to vote on
behalf of the undersigned all of the shares of Common Stock, no par value,
of MetroGolf Incorporated (the "Company") which the undersigned held of
record on September 29, 1997, hereby revoking all proxies heretofore given
with respect to such shares, upon the following proposals more fully
described in the Notice of the Proxy Statement for the meeting and related
proxy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
1. AMENDMENT OF ARTICLES OF INCORPORATION
FOR the amendment of the Articles of Incorporation
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AGAINST the amendment of the Articles of Incorporation
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ABSTAIN
- -----
2. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME
BEFORE THE SPECIAL MEETING OR ANY ADJOURNMENT THEREOF.
