SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
QUOKKA SPORTS, INC.
(Name of Issuer)
Common Stock, par value $0.0001
(Title of Class of Securities)
749077103
(CUSIP Number)
Steven A. Hobbs, Esq.
Clifford Chance Rogers & Wells LLP
200 Park Avenue
New York, NewYork 10166
(212) 878-8000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 20, 2000
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [_].
(Page 1 of 9 Pages)
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CUSIP No. 501938104 13D Page 2 of 9 Pages
________________________________________________________________________________
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
TOTAL SPORTS INC.
________________________________________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [_]
________________________________________________________________________________
3. SEC USE ONLY
________________________________________________________________________________
4. SOURCE OF FUNDS
OO
________________________________________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
________________________________________________________________________________
7. SOLE VOTING POWER
NUMBER OF 0
SHARES _________________________________________________________________
8. SHARED VOTING POWER
BENEFICIALLY
26,738,580 shares of Quokka's Common Stock
OWNED BY
_________________________________________________________________
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON _________________________________________________________________
10. SHARED DISPOSITIVE POWER
WITH
0
________________________________________________________________________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,738,580 shares of Quokka's Common Stock
________________________________________________________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.8%
________________________________________________________________________________
14. TYPE OF REPORTING PERSON
CO
________________________________________________________________________________
2
<PAGE>
Item 1. Security and Issuer.
This Statement on Schedule 13D relates to shares of Common Stock, $0.0001
par value per share ("Common Stock"), of Quokka Sports, Inc., a Delaware
corporation ("Quokka"), with principal offices located at 525 Brannan Street,
San Francisco, CA 94107.
Item 2. Identity and Background.
(a)-(c) This Schedule 13D is being filed by Total Sports Inc., a Delaware
corporation ("Total Sports"). Total Sports' principal business is providing
real-time sports coverage on the internet. Total Sports' principal executive
offices are located at 234 Fayetteville Street Mall, Raleigh, NC 27601.
Schedule I hereto sets forth the name, business address, present principal
occupation or employment, and the name, principal business and address of any
corporation or other organization in which such employment is conducted, for
each of Total Sports' directors and executive officers.
(d)-(e) During the last five years, Total Sports' has not, nor, to the best
knowledge of Total Sports', have any of the persons listed on Schedule I hereto:
(i) been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting or mandating activities subject to,
Federal or State securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration.
Total Sports' is deemed to have acquired beneficial ownership of 26,738,580
shares of Common Stock pursuant to the Voting Agreements (described in Item 4
below) and the proxies granted pursuant thereto, representing approximately
57.8% of the shares of Common Stock outstanding as of July 5, 2000, as
represented by Quokka to Total Sports. Certain stockholders of Quokka (the
"Quokka Stockholders") entered into the Voting Agreements in connection with the
execution of the Agreement and Plan of Merger and Reorganization, dated as of
July 20, 2000 (the "Merger Agreement"), between Quokka and Total Sports. No
additional consideration was given in exchange for the execution of the Voting
Agreements by the Quokka Stockholders.
Item 4. Purpose of the Transaction.
The Merger Agreement provides that, following the approval of the Merger
Agreement by Quokka's stockholders, approvals by Total Sports' stockholders and
the satisfaction or waiver of the other conditions to the merger, Total Sports
will be merged with and into Quokka and the separate existence of Total Sports
will cease. In connection with the execution and delivery of the Merger
Agreement, Total Sports and the Quokka Stockholders entered into Voting
Agreements. The purpose of the Voting Agreements and the transactions
contemplated thereby are, among other things, to require that the Quokka
Stockholders vote in favor of the Merger Agreement and the transactions
contemplated thereby, including the merger, at any meeting of the stockholders
of Quokka held for the purpose of voting thereon (or any action by written
consent by the stockholders of Quokka in lieu of such meeting).
Pursuant to the Voting Agreements, each Quokka Stockholder granted a proxy,
dated as of July 20, 2000 (such proxies, collectively, the "Proxies") to Total
Sports, Gary Stevenson, (Chief Executive Officer of Total Sports) and Frank
Daniels, III (Chairman of Total Sports), with full power of substitution and
resubstitution, to vote the shares of Common Stock then owned by the Quokka
Stockholder and any other shares of Common Stock which such Quokka Stockholder
may acquire after July 20, 2000, in favor of the merger and the Merger Agreement
and any other matters necessary for the consummation of the merger. The shares
of Common Stock held by the Quokka Stockholders represent approximately 57.8% of
the Common Stock outstanding as of July 5, 2000, as represented by Quokka to
Total Sports.
In the Voting Agreements, each Quokka Stockholder also agreed that, until
the Merger Agreement is terminated, they will neither sell nor transfer any of
the Common Stock to a transferee that does not agree to be bound by the terms of
such Quokka Stockholders' Voting Agreement nor enter into any agreement
concerning the voting of such stock.
<PAGE>
As a result of the merger, each outstanding share of capital stock of Total
Sports will be converted into the right to receive a number of shares of Common
Stock determined in accordance with a formula set forth in the Merger Agreement.
Pursuant to the Merger Agreement, the directors and officers of Quokka
immediately prior to the effective time of the merger will be the initial
directors and officers of the surviving corporation in the merger, each to hold
office until their respective successors are duly elected and qualified, The
Merger Agreement also provides that the certificate of incorporation and by-laws
of Quokka immediately prior to the merger will be the certificate of
incorporation and by-laws of the surviving corporation.
The foregoing description of certain provisions of the Merger Agreement,
the Voting Agreements and the Proxies, copies of which are filed as exhibits
hereto and incorporated herein by reference, is not intended to be complete and
is qualified in its entirely by reference to the full text of such agreements.
Item 5. Interest in Securities of the Issuer.
(a)-(b) As a result of entering into the Voting Agreements, and receipt of
the Proxies, Total Sports has the shared power to vote, or to direct the vote
of, an aggregate of 26,738,580 shares of Common stock representing approximately
57.8% of the Common Stock outstanding as of July 5, 2000, as represented by
Quokka to Total Sports. The Voting Agreements also apply to those shares of
Common Stock that are acquired by the Quokka Stockholders after July 20, 2000,
including shares of Common Stock issuable upon exercise of options to purchase
shares of Common Stock. In addition, Gary Stevenson and Ezra Kucharz have the
sole power to vote, or direct the vote of, and dispose or direct the disposition
of, 1,500 and 400 shares of Common Stock, respectively.
(c) Except for the execution of the Voting Agreements and the receipt of
the Proxies, there have been no transaction in shares of Common Stock by Total
Sports or, to the best knowledge of Total Sports, any of Total Sports' executive
officers and directors during the past 60 days.
(d) The Quokka Stockholders, based on their respective percentage
ownership, of the shares of Common Stock to which this statement relates shall
have the right to receive or the power to direct the receipt of dividends from,
or the proceeds from, any sale of such shares of Common Stock.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Except as described under Items 3, 4 and 5, to the best knowledge of Total
Sports, there are no contracts, arrangements, understandings or relationships
(legal or otherwise) between Total Sports and any other person with respect to
any securities of Quokka, including but not limited to transfer or voting of any
securities of Quokka, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power over the securities
of Quokka.
4
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
Exhibit 7.1 Agreement and Plan of Merger and Reorganization, dated as of
July 20, 2000, between Total Sports Inc. and Quokka Sports,
Inc. (incorporated by reference to Exhibit 2.1 of Quokka's
Current Report on Form 8-K filed with the Commission on July
26, 2000 (File No: 000-26311))
Exhibit 7.2 Form of Voting Agreement between Total Sports Inc. and each
of Accel VI LP, John Bertrand and Rasa Bertrand, Intel
Corporation, Media Technology Equity Partners, L.P. and
Media Technology Ventures, L.P., Pogmahane Partners LP,
Trinity Ventures V, L.P., Wakefield Group II LLC and Richard
H. Williams. Each such Voting Agreement is dated as of July
20, 2000.
Exhibit 7.3 Voting Agreement, dated as of July 20, 2000, between Total
Sports Inc. and Media One Interactive Services, Inc.
Exhibit 7.4 Form of Proxy executed by the stockholders of Quokka that
executed the Voting Agreements filed herewith as Exhibits
7.2 and 7.3, included as Exhibit A to each of the Voting
Agreements filed herewith as Exhibits 7.2 and 7.3.
5
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 31, 2000
TOTAL SPORTS INC., a Delaware corporation
By: /s/ Gary Stevenson
---------------------------------------------
Name: Gary Stevenson
Title: Chief Executive Officer and President
6
<PAGE>
SCHEDULE I
INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF TOTAL SPORTS. INC.
Set forth in the table below is the name and the present principal
occupation or employment of each director and executive officer of Total Sports
and the principal business and address of the company or organization in which
such employment is conducted. The principal business address of Total Sports
Inc. is 234 Fayetteville Street Mall, Raleigh, NC 27601. Unless otherwise
indicated, all persons identified below are citizens of the United States of
America.
<TABLE>
<CAPTION>
Principal Occupation or Employment/
Name/Title Business Address Principal Business of Employer
<S> <C> <C>
Gary Stevenson 234 Fayetteville Street Chief Executive Officer and President of Total
Chief Executive Officer and Mall Sports
President Raleigh, NC 27601
Colin Boatwright 234 Fayetteville Street Vice President, Technology of Total Sports
Vice President, Technology Mall
Raleigh, NC 27601
Petra Weishaupt 234 Fayetteville Street Vice President, Finance of Total Sports
Vice President, Finance Mall
Raleigh, NC 27601
Ezra Kucharz 234 Fayetteville Street Vice President, Business Development of Total
Vice President, Business Mall Sports
Development Raleigh, NC 27601
Drue A. Moore 234 Fayetteville Street Vice President, Corporate Development & General
Vice President, Corporate Mall Counsel
Development & General Counsel Raleigh, NC 27601
Frank A. Daniels, Jr. 234 Fayetteville Street None
Director Mall
Raleigh, NC 27601
Frank A. Daniels, III 234 Fayetteville Street Chairman of Total Sports
Director Mall
Raleigh, NC 27601
Robert S. Prather Bull Run Corporation President of Bull Run Corporation
Director 4370 Peachtree Road, NE
Atlanta, GA 30319-3099
William E. Ray Nuray Holdings, LLC None
Director 801 East Trade Street
Charlotte, NC 28226
William W. Neal, III Piedmont Venture Partners Managing Principal of Piedmont Venture Partners
Director 6805 Morrison Blvd. Limited Partnership
Suite 380
Charlotte, NC 28211
C. Toms Newby, III Technology Crossover Member of Technology Crossover Management III, LLC
Director Ventures
575 High Street, Suite 400
Palo Alto, CA 94301
Stuart B. Rekant WinStar Interactive President of Winstar New Media Company, Inc.
Director Ventures
685 Third Avenue
31st Floor
New York, NY 10017
John Rigas Zilkha Capital Partners A private equity investment manager at Zilkha
Director 767 Fifth Avenue Capital Partners, L.P.
New York, NY 10169
</TABLE>
7
<PAGE>
<TABLE>
<S> <C> <C>
Kenneth D. Schanzer NBC Sports President of NBC Sports
Director 30 Rockefeller Center
New York, NY 10112
</TABLE>
8
