THE ORLANDO PREDATORS ENTERTAINMENT, INC.
400 West Church Street
Orlando, Florida 32801
PROXY STATEMENT AND
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 12, 1999
To the shareholders of The Orlando Predators Entertainment, Inc.:
The Annual Meeting of the shareholders of The Orlando Predators
Entertainment, Inc. (the "Company") will be held at the Company's executive
offices, 400 West Church Street, Orlando, Florida 32801 at 10:00 A.M. on June
12, 1999, or at any adjournment or postponement thereof, for the following
purposes:
1. To elect seven directors of the Company.
2. To transact such other business as may properly come before the meeting.
Details relating to the above matters are set forth in the attached Proxy
Statement. All shareholders of record of the Company as of the close of business
on April 30, 1999 will be entitled to notice of and to vote at such meeting or
at any adjournment or postponement thereof.
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE MEETING. IF YOU DO NOT
PLAN TO ATTEND THE MEETING, YOU ARE URGED TO SIGN, DATE AND PROMPTLY RETURN THE
ENCLOSED PROXY. A REPLY CARD IS ENCLOSED FOR YOUR CONVENIENCE. 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
Jeffrey L. Bouchy
Chief Financial Officer
May 17, 1999
<PAGE>
PROXY STATEMENT
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
400 West Church Street
Orlando, Florida 32801
Telephone: (407) 648-4444
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JUNE 12, 1999
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Orlando Predators Entertainment, Inc.
(the "Company"), a Florida corporation, of no par value Common Stock ("Common
Stock") to be voted at the Annual Meeting of Shareholders of the Company
("Annual Meeting") to be held at 10:00 AM. on June 12, 1999, or at any
adjournment or postponement thereof. The Company anticipates that this Proxy
Statement and the accompanying form of proxy will be first mailed or given to
all shareholders of the Company on or about May 17, 1998. The shares represented
by all proxies that are properly executed and submitted will be voted at the
meeting in accordance with the instructions indicated thereon. Unless otherwise
directed, votes will be cast for the election of the nominees for directors
hereinafter named. The holders of a majority of the shares represented at the
Annual Meeting in person or by proxy will be required to elect directors and
approve any proposed matters.
Any shareholders giving a proxy may revoke it at any time before it is
exercised by delivering written notice of such revocation to the Company, by
substituting a new proxy executed at a later date, or by requesting, in person,
at the Annual Meeting, that the proxy be returned.
All of the expenses involved in preparing, assembling and mailing this
Proxy Statement and the materials enclosed herewith and all costs of soliciting
proxies will be paid by the Company. In addition to the solicitation by mail,
proxies may be solicited by officers and regular employees of the Company by
telephone, telegraph or personal interview. Such persons will receive no
compensation for their services other than their regular salaries. Arrangements
will also be made with brokerage houses and other custodians, nominees and
fiduciaries to forward solicitation materials to the beneficial owners of the
shares held of record by such persons, and the Company may reimburse such
persons for reasonable out of pocket expenses incurred by them in so doing.
VOTING SHARES AND PRINCIPAL SHAREHOLDERS
The close of business on April 30, 1999 has been fixed by the Board of
Directors of the Company as the record date (the "record date") for the
determination of shareholders entitled to notice of and to vote at the Annual
Meeting. On the record date, there were outstanding 5,130,166 shares of Class A
Common Stock and 1,000 shares of Class B Common Stock, each share of which Class
Common Stock entitles the holder thereof to one vote and each share of Class B
Common Stock entitles the holder thereof to 10,000 votes on each matter which
may come before the Annual Meeting. Cumulative voting for directors is not
permitted.
A majority of the issued and outstanding shares entitled to vote,
represented at the meeting in person or by proxy, constitutes a quorum at any
shareholders' meeting. Under Florida law, if you choose, your abstention or
withholding of a vote on any matter will be treated as a "no" vote for
determining whether approval of each proposal has been obtained, provided that
if a quorum is present, abstentions and withholding of a vote will have no
effect on the voting for the election of directors.
<PAGE>
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth certain information with respect to the
ownership of the Company's Class A and Class B Common Stock as April 30, 1999,
by (i) each person who is known by the Company to own of record or beneficially
more than 5% of the Company's Class A and Class B Common Stock, (ii) each of the
Company's directors and (iii) all directors and officers of the Company as a
group. All shares are owned beneficially and of record and the stockholders
listed in the table have sole voting and investment powers with respect to the
shares of Class A and Class B Common Stock. The addresses of all stockholders
listed in the table are in care of the Company.
Number of Shares Percentage
Name Beneficially Owned of Class
---- ------------------ --------
William G. Meris (1) 33,800 .65%
Brett L. Bouchy (2) 67,080 1.29%
Jeffrey L. Bouchy (3) 62,500 1.20%
Scott L. Armstrong (4) 87,765 1.68%
Thomas F. Winters (5) 6,000 .05%
John W. Frasco (6) 300,000 5.52%
J. Richard Corley 0 0%
Richard C. Whelan (7) 11,500 .22%
Riverlux Trust REG (8) 1,000,000 16.31%
The Monolith Limited 1,373,500 21.12%
Partnership (1)(8)(9)
All directors and officers 2,938,645 48.04%
as a group (9 persons)
- ---------------------
(1) The Monolith Limited Partnership ("Monolith") is a privately held, Delaware
limited partnership which owns 1,276,500 shares of the Company's Common
Stock. The General Partner of Monolith is WGM Corporation, a Delaware
Corporation ("WGM"), of which William G. Meris is the President and sole
principal stockholder. The amount of securities shown held by Mr. Meris
represents stock options.
(2) Includes stock options to purchase 67,080 shares at $4.75 per share and
950,000 shares at $4.44 per share.
(3) Includes stock options to purchase 12,500 shares at an average exercise
price of $3.47 per share.
(4) Includes stock options to purchase 87,765 at an average exercise price of
$3.41 per share.
(5) Includes stock options to purchase 6,000 shares at an average exercise
price of $2.89 per share.
(6) Includes stock options to purchase 150,000 shares of the Company's Class A
Common Stock at $2.50 per share. . (7) Includes stock options to purchase
7,500 shares.
(8) Excludes Monolith's option to purchase 400,000 shares of the Company's
Class A Common Stock from Riverlux Trust REG and Riverlux's right to
put600,000 shares to Monolith. See "Item 12."
(9) In addition to the Class A Common Stock set forth above, the Company has
issued and outstanding 1,000 shares of Class B Common Stock owned 925
shares by Monolith (92.5%) and 75 shares by Gagleard (7.5%).
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PROPOSAL 1: To elect seven directors of the Company.
ELECTION OF DIRECTORS
At the Annual Meeting, the shareholders will elect seven directors of the
Company. Cumulative voting is not permitted in the election of directors. In the
absence of instructions to the contrary, the person named in the accompanying
proxy will vote in favor of the election of each of the persons named below as
the Company's nominees for directors of the Company. All of the nominees are
presently members of the Board of Directors. Each of the nominees has consented
to be named herein and to serve if elected. It is not anticipated that any
nominee will become unable or unwilling to accept nomination or election, but if
such should occur, the person named in the proxy intends to vote for the
election in his stead of such person as the Board of Directors of the Company
may recommend.
The following table sets forth certain information regarding each nominee
and each executive officer of the Company.
<TABLE>
<CAPTION>
Name Age Position Officer/Director Since
- ---- --- -------- ----------------------
<S> <C> <C>
Willaim G. Meris 32 Chairman of the Board 1997
Of Directors
Brett L. Bouchy 30 Chief Executive Officer, 1999
President and Director
Jeffrey L. Bouchy (1) 33 Secretary, Treasurer, Chief Financial
Officer and Director 1999
Director
Mark M. Novell 41 Vice President, Sales and Marketing 1998
Thomas F. Winters, Jr. MD 46 Director 1997
John W. Frasco (1) (2) 59 Vice President of Business Development
and Director 1999
Director
J. Richard Corley (1) (2) 61 Director 1999
Richard C. Whelan (2) 34 Director 1999
</TABLE>
(1) Member of Audit
(2) Member of Compensation Committee
Directors are elected at the Company's annual meeting of shareholders and
serve a term of one year or until their successors are elected and qualified.
Officers are appointed by the Board of Directors and serve at the discretion of
the Board of Directors, subject to the bylaws of the Company. Brett L. Bouchy
and Jeffrey L. Bouchy are brothers. In 1998 and 1999, Messrs. Youngblood and
Gagleard resigned as Directors and Messrs. Narushka and Flynn resigned as
executive officers. Mr. Youngblood was terminated as an executive officer in
December, 1998.
The Audit Committee reviews the engagement and independence of the
Company's independent accountants, the audit and non-audit fees of the
independent accountants and the adequacy of the Company's internal accounting
controls. The Compensation Committee considers the compensation and incentive
arrangements of the Company's executive officers.
The Company agreed with its IPO Underwriters that, until December 10, 1999,
the Company would allow an observer designated by the Underwriters and
acceptable to the Company to attend all meetings of the Board of Directors. The
observer has no voting rights, is reimbursed for out-of-pocket expense incurred
in attending meetings and is indemnified against any claims arising out of
participation at the meetings, including claims based on liabilities arising
under the securities laws.
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Background
The following is a summary of each director and executive officer of the
Company, for at least the past five years:
William G. Meris was appointed the Company's Chairman in March 1997. Mr.
Meris has served as Chairman of the Board of Directors of Interhealth
Nutritionals, Inc., a privately-held nutrition supplement manufacturer since
April 1996 and has been a director of SunWest P.E.O. Inc. since January 1998. He
was also a director of Gum Tech International, Inc., a publicly-held specialty
chewing gum manufacturer from 1997 until February 1998. Since June 1995, Mr.
Meris has been President of WGM Corporation, which acts as the General Partner
of the Monolith Limited Partnership, a limited partnership which is a principal
stockholder of the Company. From January 1995 to June 1995, he was also a
co-manager of Meris Financial, Inc., a private investment and consulting
company. From October 1994 until March 1995, Mr. Meris was a co-owner of
Cyberia, Inc., a virtual reality entertainment firm. Mr. Meris was employed by
Prudential Securities, Inc., as a retail stockbroker from 1989 to April 1994.
Subsequently, he worked in the same capacity at Franklin-Lord, Inc. between May
and August of 1994. Mr. Meris earned a Bachelor of Science degree in Business
Administration from Arizona State University. Mr. Meris devotes such time as is
necessary to the affairs of the Company.
Brett L. Bouchy was appointed the Chief Executive Officer and President in
January, 1999 and was employed by Meris Financial, Inc., an affiliate of The
Monolith Limited Partnership from 1996 to December, 1998. From 1992 to 1995 he
was a registered representative and Chairman of the Board of Directors of
Franklin-Lord Inc., a Phoenix, Arizona-based stock brokerage firm. Mr. Bouchy
was fined, censored and suspended for five days from selling securities by the
NASD and was fined, censored and his securities license was cancelled by the
Arizona Corporation Commission.
Jeffrey L. Bouchy earned a Bachelor of Science degree in Accounting from
Arizona State University and a Master's degree in Sports Management from West
Virginia University. While completing his graduate studies at WVU, he worked for
the Assistant Athletic Director of Finance and Administration. From 1992 to 1993
he was involved in arena management as an employee of the Charlotte Coliseum,
home of the NBA's Charlotte Hornets. From 1990 to 1991 Mr. Bouchy was employed
by the Phoenix Roadrunners of the International Hockey League, assisting in
public relations and game operations. From 1994 to 1995 he was employed by Fun
Tees, Inc., a t-shirt manufacturer. From 1995 to 1998 he was Chief Financial
Officer of Gum Tech International, Inc., a Nasdaq National Market company.
Mark M. Novell was employed by the Company from 1992 to 1994 as an
assistant coach. From 1994 to 1998 he was a vacation resort agent for Fairfield
Communities and Vistana Inc. In 1997 he rejoined the Company, first as an
assistant coach and then in December 1998 as Vice President of Sales and
Marketing.
Thomas F. Winters, Jr., M.D. A graduate of Brown University, Dr. Winters
received his medical degree in 1980 from the University of Connecticut. He
completed an internship in internal medicine at the Medical College of Virginia
in Richmond, Virginia, a year of general surgery at St. Francis Hospital and
Medical Center in Hartford, Connecticut and an orthopedic residency was at the
University of Connecticut Health Center in Farmington, Connecticut. Dr. Winters
completed an A.O. Fellowship in Trauma in Hanover, West Germany, followed by
Fellowships in Sports Medicine and Adult Reconstructive Surgery at the Brigham
and Women's Hospital of Harvard Medical School. At the Harvard Medical School he
4
<PAGE>
served as Assistant Team Physician for the Department of Athletics of Harvard
University. He has been involved with teaching at both Harvard and now at
Orlando Regional Medical Center. Dr. Winters currently serves as Team Physician
for the Orlando Predators; a designated consultant for Major League Baseball,
Inc.; Orthopedic Consultant for the Kansas City Royals Baseball Organization,
Orlando International Aquatic Center and Brown's Gymnasium. He also works
closely with area college and high school athletes. Dr. Winters has concentrated
on adult orthopedics, specifically, Sports Medicine and Adult Reconstruction,
which includes Total Joint Replacement, since 1986. He has received patents for
the design of rotational components for total knee replacements, and for
meniscal cartilage repair following knee injuries.
John W. Frasco has been the managing partner of Frasco & Caponigro, P.C., a
Bloomfield Hill, Michigan-based law firm. He founded Sports Management Network,
Inc. in 1988 and was a principal stockholder of that firm from 1988 to 1998.
Sports Management Network, Inc. is involved in sports sponsorships, endorsement
and player contracts. Mr. Frasco is the founder and was from 1980 to 1989
Chairman of Championship Auto Racing Teams, Inc. (now known as IndyCar), which
is the controlling body of IndyCar racing. Mr. Frasco has owned and operated
racing events in Atlanta, New York, Miami, Las Vegas and Vancouver, British
Columbia.
J. Richard Corley has been the Chief Executive Officer and owner of Bowl
New England, an operator of 18 bowling centers in six northeastern states since
1968. A graduate of St. Michaels College, Mr. Corley served as a pilot and
navigator in the United States Air Force from 1959-1973. He served as a
commissioner for Burlington International Airport from 1982-1998, spending the
last eight years as that group's Chairman. Mr. Corley is currently on the Board
of Directors of Howard Bank and is a Trustee Emeritus for Champlain College.
Richard C. Whelan has been an employee since June 1995 of The Monolith
Limited Partnership, an investment firm and a principal stockholder of the
Company, where he is responsible for investor relations, assistance in capital
formation and assistance in evaluation of acquisitions. From 1992 to June 1995
he was employed by Franklin-Lord, Inc., a Phoenix-Arizona-based stock brokerage
firm as a registered representative and Chief Executive Officer. Mr. Whelan was
fined, censured and suspended for five days from selling securities by the NASD
and was fined, censored and his securities license was cancelled by the Arizona
Corporation Commission. He graduated from Arizona State University with a
Bachelor of Science degree.
<TABLE>
<CAPTION>
EXECUTIVE COMPENSATION
Summary Compensation Table
Annual Compensation (1)
-----------------------
(a) (b) (c) (d) (e) (f)
Name and Principal Year Salary ($) Bonus ($) Stock Options Other Annual
Position Compensation($)
<S> <C> <C> <C> <C> <C>
William G. Meris, 1997 0 0 5,000 40,000
Chairman 1998 28,460 0 15,000 0
Jack Youngblood, 1997 60,000 45,000 34,500 0
President 1998 63,250 0 0 0
</TABLE>
5
<PAGE>
The Company's directors do not receive compensation for attending Board
meetings but are reimbursed for out-of-pocket expenses incurred in connection
therewith. The Company has entered into employment agreements with Brett L.
Bouchy and Jeffrey L. Bouchy providing for annual salaries of $50,000 each
through January 2002 for Brett L. Bouchy and December 1999 for Jeffrey L.
Bouchy. As a part of their employment agreements, Brett L. Bouchy was granted
options to purchase 950,000 shares of the Company's Class A Common Stock at
$4.44 per share, and Jeffrey L. Bouchy was granted options to purchase 50,000
shares at $3.19 per share. The Company granted certain stock options to Mr.
Frasco as a part of his employment.
1997 Employee Stock Option Plan
In April 1997, the Company's stockholders adopted the Company's 1997
Employee Stock Option Plan (the "Plan"), which provides for the grant of stock
options intended to qualify as "incentive stock options" and "nonqualified stock
options" (collectively "stock options") within the meaning of Section 422 of the
United States Internal Revenue Code of 1986 (the "Code"). Stock options are
issuable to any officer, director, key employee or consultant of the Company.
The Company's Board of Directors has reserved 500,000 shares of Class A
Common Stock for issuance under the Plan. The Plan is administered by the full
Board of Directors, which determines which individuals shall receive stock
options, the time period during which the stock options may be exercised, the
number of shares of Class A Common Stock that may be purchased under each stock
option and the stock option price.
The per share exercise price of incentive stock options may not be less
than the fair market value of the Class A Common Stock on the date the option is
granted. The aggregate fair market value (determined as of the date the stock
option is granted) of the Class A Common Stock that any person may purchase
under an incentive stock option in any calendar year pursuant to the exercise of
incentive stock options may not exceed $100,000. No person who owns, directly or
indirectly, at the time of the granting of an incentive stock option, more than
10% of the total combined voting power of all classes of stock of the Company is
eligible to receive incentive stock options under the Plan unless the stock
option price is at least 110% of the fair market value of the Class A Common
Stock subject to the stock option on the date of grant.
No incentive stock options may be transferred by an optionee other than by
will or the laws of descent and distribution, and during the lifetime of an
optionee, the stock option may only be exercisable by the optionee. Stock
options may be exercised only if the stock option holder remains continuously
associated with the Company from the date of grant to the date of exercise. The
exercise date of a stock option granted under the Plan cannot be later than ten
years from the date of grant. Any stock options that expire unexercised or that
terminate upon an optionee's ceasing to be employed by the Company become
available once again for issuance. Shares issued upon exercise of a stock option
will rank equally with other shares then outstanding.
As of the date hereof, 471,413 stock options have been granted under the
Plan, exercisable at prices ranging from $2.00 to $4.75 per share.
6
<PAGE>
CERTAIN TRANSACTIONS
In February 1997, The Monolith Limited Partnership ("Monolith") purchased
92.5% and Alan N. Gagleard ("Gagleard") purchased 7.5% of the Predators from
Orlando Predators, Ltd. ("OPL"), a non-affiliated Florida limited partnership
for a purchase price of $2,325,000 including $1,875,000 in cash, $180,000 in the
form of a promissory note payable to OPL and the issuance of $225,000 of
Monolith limited partnership interests to OPL. In March 1997, Monolith organized
the Company and transferred its 92.5% ownership of the Predators to the Company
in exchange for the issuance by the Company of 1,276,500 shares of its common
stock to Monolith (valued at $.34 per share), the issuance of a promissory note
bearing interest at 8% per annum payable to Monolith in the amount of $1,295,000
due the earlier of December 31, 1998 or the closing of the IPO and the
assumption by the Company of the $180,000 promissory note obligation to OPL. At
the same time, Gagleard transferred his 7.5% ownership of the Predators to the
Company in exchange for 103,500 shares of its common stock (valued at $.48 per
share) and the issuance of a promissory note payable to Gagleard in the amount
of $105,000 carrying the same terms as the Monolith promissory note. Also in
March 1997, Mr. Meris, the President of WGM Corporation, the corporate general
partner of Monolith, became the Chairman of the Company and Gagleard became a
director.
In June 1997, the Company paid the $180,000 promissory note due OPL and
Monolith repurchased the $225,000 of Monolith limited partnership interests from
OPL for $225,000 in cash. At the same time, Monolith borrowed $112,500 from
Gagleard, evidenced by a non-interest bearing promissory note due the earlier of
December 31, 1998 or the closing of the IPO. As additional consideration for the
loan, Monolith granted Gagleard an option to purchase 13,800 shares of the
Company's common stock owned by Monolith for $2.00 per share. The loan was paid
in full in December 1997.
Between March and November 1997 Monolith and Gagleard loaned the Company
$862,537 and $120,291, respectively for working capital evidenced by promissory
notes bearing interest at 8% per annum due the earlier of December 31, 1998 or
the closing of the IPO. The loans were repaid in full in December 1997.
In November 1997 the Company (i) issued 1,276,500 shares of its Class A
Common Stock and 925 shares of its Class B Common Stock to Monolith in exchange
for 1,276,500 shares of its then-voting common stock and $4,625 in accrued
interest payable and (ii) issued 103,500 shares of its Class A Common Stock and
75 shares of its Class B Common Stock to Gagleard in exchange for 103,500 shares
of its then-voting common stock and $375 in accrued interest payable. The Class
B Common Stock was issued to Monolith and Gagleard at $5.00 per share, the same
price as the IPO offering price per share.
Prior to the exchange, Monolith and Gagleard owned all of the then-voting
common stock and continued to do so following the exchange. The Class B Common
Stock was issued to satisfy the control requirements of the AFL. The AFL Bylaws
require League approval before an AFL team may become publicly held. In the case
of the Company, League approval was conditioned upon the League's requirement
that voting control of the Company would remain in the hands of its two existing
stockholders (Monolith and Gagleard). The League requirement was satisfied by
the Company through creation of the Class B Common Stock each share of which
votes the equivalent of 10,000 shares of Class A Common Stock. See "Arena
Football-Restrictions on Ownership."
7
<PAGE>
In July 1997 Monolith granted options to purchase 90,365 shares of the
Company's Common Stock owned by Monolith and exercisable at $2.00 per share to
four persons, including Gagleard (13,800 options) and Meris Financial, Inc.
(13,800 options).
In January, 1999, the Company issued to Brett L. Bouchy, its Chief
Executive Officer, options to purchase 950,000 shares of its Class A Common
Stock at $4.44 per share until December 2001. The options were issued in
connection with a three year employment agreement executed by the Company and
Mr. Bouchy and provide that 1/3 of the options vest yearly on the anniversary
date of the employment agreement.
In August 1998, in connection with the sale of 1,000,000 shares of the
Company's Class A Common Stock to Riverlux Trust REG at $2.00 per share,
Monolith agreed at Riverlux's request to purchase from Riverlux 600,000 of the
1,000,000 shares acquired by Riverlux from the Company for $6.67 per share on or
before May 9, 1999. In turn, Riverlux granted Monolith an option to purchase up
to 400,000 shares of Class A Common Stock of the Company held by Riverlux
commencing September 1999 at prices from $7.00 to $13.00 per share.
In October 1998 the Company retained John W. Frasco, a director, to act as
its Vice President for Business Development for which the Company granted Mr.
Frasco options to purchase 250,000 shares of the Company's Class A Common Stock
at $2.50 per share and agreed to sell to Mr. Frasco 50,000 shares of Class A
Common Stock at $2.00 per share.
The Company believes the terms of the above transactions were fair,
reasonable and consistent with terms that could be obtained from nonaffiliated
third parties. All future transactions with affiliates of the Company will be
approved by the disinterested members of the Company's Board of Directors.
Moreover, the Company's securities (other than stock options under the Company's
1997 Employee Stock Option Plan) may not be issued to management, promoters or
their respective associates or affiliates without obtaining (i) a fairness
opinion from a qualified brokerage firm or appraiser confirming the fairness of
the consideration to be received by the Company for the issuance of any such
securities and (ii) written approval of the securities issuance by a majority of
the Company's disinterested directors.
The Company believes that the transactions described above were fair,
reasonable and consistent with the terms of transactions that the Company could
have entered into with non-affiliated third parties. All future transactions
with affiliates will be approved by a majority of the Company's disinterested
directors.
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
AJ. Robbins, P.C., Denver, Colorado, conducted the audit of the Company's
financial statements for the year ended December 31, 1998. It is the Company's
understanding that this firm is obligated to maintain audit independence as
prescribed by the accounting profession and certain requirements of the
Securities and Exchange Commission. As a result, the directors of the Company do
not specifically approve, in advance, non-audit services provided by the firm,
nor do they consider the effect, if any, of such services on audit independence.
8
<PAGE>
PROPOSALS OF SHAREHOLDERS FOR PRESENTATION
AT NEXT ANNUAL MEETING OF SHAREHOLDERS
Any shareholders of record of the Company who desires to submit a proper
proposal for inclusion in the proxy materials relating to the next annual
meeting of shareholders must do so in writing and it must be received at the
Company's principal executive offices prior to the Company's fiscal year end.
The proponent must be a record or beneficial shareholder entitled to vote at the
next annual meeting of shareholders on the proposal and must continue to own the
securities through the date on which the meeting is held.
OTHER BUSINESS
Management of the Company is not aware of any other matters which are to be
presented to the Annual Meeting, nor has it been advised that other persons will
present any such matters. However, if other matters properly come before the
meeting, the individual named in the accompanying proxy shall vote on such
matters in accordance with his best judgment.
The above notice and Proxy Statement are sent by order of the Board of
Directors.
Jeffrey L. Bouchy
Chief Financial Officer
May 17, 1999
9
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF SHAREHOLDERS OF
THE ORLANDO PREDATORS ENTERTAINMENT, INC.
TO BE HELD JUNE 12, 1999
The undersigned hereby appoints Brett L. Bouchy as the lawful agent and
Proxy of the undersigned (with all the powers the undersigned would possess if
personally present, including full power of substitution), and hereby authorizes
him to represent and to vote, as designated below, all the shares of Common
Stock of The Orlando Predators Entertainment, Inc. held of record by the
undersigned on April 30, 1999, at the Annual Meeting of Shareholders to be held
June 12, 1999, or any adjournment or postponement thereof.
1. ELECTION OF DIRECTORS
_____ FOR the election as a director of all nominees listed below
(except as marked to the contrary below).
_____ WITHHOLD AUTHORITY to vote for all nominees listed below.
NOMINEES: William G. Meris, Brett L. Bouchy, Jeffrey L. Bouchy,
Thomas F. Winters, Jr. MD, John W. Frasco,
J. Richard Corley and Richard C. Whelan
INSTRUCTION: To withhold authority to vote for individual nominees, write their
names in the space provided below.
- --------------------------------------------------------------------------------
2. In his discretion, the Proxy is authorized to vote upon any matters which may
properly come before the Annual Meeting, or any adjournment or postponement
thereof.
It is understood that when properly executed, this proxy will be voted in
the manner directed herein by the undersigned shareholder. WHERE NO CHOICE IS
SPECIFIED BY THE SHAREHOLDER THE PROXY WILL BE VOTED FOR THE ELECTION OF
DIRECTORS NAMED IN ITEM 1 ABOVE.
<PAGE>
The undersigned hereby revokes all previous proxies relating to the shares
covered hereby and confirms all that said Proxy may do by virtue hereof.
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated:
---------------------- ---------------------------------
Signature
PLEASE MARK, SIGN, DATE
AND RETURN THE PROXY
CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
---------------------------------
Signature, if held jointly
PLEASE CHECK THIS BOX IF YOU INTEND TO BE PRESENT AT THE ANNUAL MEETING OF
SHAREHOLDERS. _____
