SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): February 3, 2000
OUTLOOK SPORTS TECHNOLOGY, INC.
(Exact name of registrant as specified in its charter)
Delaware 333-89941 65-0648808
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
c/o The Financial Commerce Network, Inc.
258 Genesee Street, Suite 307
Utica, NY 13502
(Address of principal executive office, including Zip code)
Registrant's telephone number including area code: (315) 738-6016
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100 Grand Street, Suite 5A New York, NY 10013
(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
Change in Management
On or about January 7, 2000, the Registrant's Board of Directors, by
written consent, increased its size from two directors to five, and it appointed
Adam Goldberg and Steven Angel to the Board. Messrs. Goldberg and Angel's terms
expire on the date of the Registrant's annual meeting of stockholders in 2000
and 2001, respectively.
On or about January 11, 2000, the following officers and directors
resigned from the positions set forth next to their respective names:
o Paul Berger, Chief Executive Officer, Treasurer and Chairman of the
Board of Directors
o James G. Dodrill II, President , General Counsel and Director
o William Barthold, Vice President
The Registrant's Board of Directors, by written consent, dated January 11, 2000,
appointed Mr. Goldberg to be the Registrant's President and Treasurer, and it
appointed Mr. Angel to be the Registrant's Chief Executive Officer and
Secretary.
On or about January 26, 2000, Mr. Goldberg resigned from his position
as President and Treasurer. On or about January 26, 2000, Mr. Angel resigned
from his position as Chief Executive Officer.
By written consent, dated January 26, 2000, the Registrant's Board of
directors appointed the following persons to serve in the positions set forth
next to their respective names:
o Ara Proudian, Chairman of the Board. Mr. Proudian's term as a Director
expires on the date of the Registrant's annual meeting of stockholders
in 2002.
o James F. Mullen, President, Treasurer and Director. Mr. Mullen's term
as a Director expires on the date of the Registrant's annual meeting of
stockholders in 2002.
o Kevin Lee Allen, Director. Mr. Allen's term as a Director expires on
the date of the Registrant's annual meeting of stockholders in 2001.
o Sherri Shapiro, Director. Ms. Shapiro's term as a Director expires on
the date of the Registrant's annual meeting of stockholders in 2001.
<PAGE>
The following table sets forth the names, ages and positions, as of the
date of this report, of all of the Registrant's officers and directors. Also set
forth below is information as to the principal occupation and background for
each person in the table.
<TABLE>
<CAPTION>
Name Age Position and Office
<S> <C> <C>
Ara Proudian.................................... 30 Chairman of the Board
James F. Mullen................................. 40 President, Treasurer and Director
Steven Angel.................................... 23 Secretary and Director
Kevin Lee Allen................................. 41 Director
Sherri Shapiro.................................. 34 Director
</TABLE>
Ara Proudian, is the Registrant's Chairman of the Board. Mr. Proudian is
also the President of The Financial Commerce Network, Inc. ("FCN"), a publicly
traded corporation, and he is also the President of FCN's wholly owned
subsidiary Alexander, Wescott & Co., Inc. ("AWCI"), a broker-dealer duly
registered with NASD. He has served in such capacity since December 1999. Prior
thereto, since July 1994, Mr. Proudian was the Head of Trading for AWCI. From
February 1992 to July 1994, Mr. Proudian was a partner and co-founder of
Investors Depot, a broker-dealer that specialized in fixed income trading.
James F. Mullen, is the Registrant's President, Treasurer and Director. Mr.
Mullen also serves as the Treasurer, Secretary and Director of The Financial
Commerce Network, Inc., a publicly traded corporation. From September 1996 to
present, Mr. Mullen worked in the Investment Banking Division of AWCI. From 1987
to 1995, Mr. Mullen was a Foreign Operations Supervisor for Harvard Management
Company, which is responsible for Harvard University's Endowment Fund.
Steven Angel, is the Registrant's Secretary and Director. Since 1998, Mr.
Angel was the Vice President of Power Punch Promotions. From 1994 to 1998, Mr.
Angel attended the University of Maryland, where he received a Bachelor of
Science degree in marketing.
Kevin Lee Allen, is a Director of the Registrant. Mr. Allen has served as
the principal of Kevin Lee Allen Design ("KLAD") which he founded in 1993. KLAD
is KLAD is and interior and scenic designer for the entertainment industry. In
1989, Mr. Allen won an EMMY award for his work on The Petrified Forest. Mr.
Allen is also a Board Member of the Montclair Chamber of Commerce and is a
Director of the Montclair Economic Development Corporation.
Sherri Shapiro, is a Director of the Registrant. Since 1998, Ms. Shapiro
has engaged in the development of several Internet related ventures. From 1994
to 1998, Ms. Shapiro was an associate with Wolff & Samson LLP. From 1991 to
1994, Ms. Shapiro was an associate with Rosenman & Colin LLP. Ms. Shapiro is an
attorney admitted to the bars of the states of New York and New Jersey. Ms.
Shapiro received an A.B. in government from the College of Arts and Sciences at
Cornell University and received a J.D. from Georgetown University Law Center
where she was a member of The Tax Lawyer.
<PAGE>
Change in Business Mission
On January 20, 1999, the Registrant formally announced its new mission
to provide venture capital and to incubate internet related companies. In return
for capital and business development, the Registrant will assume an equity stake
in these new e-commerce companies.
The Registrant will seek aggressive start-up Internet related
companies, and those in their early stages of development. Initially, the
Regisrant plans to invest $1,000,000.00 to $5,000,000.00, in each qualified
Internet related company; however, the Registrant will not limit the amount of
funding if the opportunity requires additional capital. The Registrant role will
not be limited to capitalizing the companies, but rather the Registrant will be
a full service incubation corporation significantly involved in the managerial,
strategic planning and other important aspects of its new Internet subsidiaries.
The Registrant will also facilitate a vertical integration of companies within
the Registrant's EcoNet.
The Registrant believes that it has the ability to bring in excess of
$20 million of immediate funding for companies entering into our economic
network. The Company plans to raise additional capital at the appropriate time.
As companies acquired and nurtured by the Registrant mature, the
Registrant plans to spin them off into their own public entities. The Registrant
will retain an interest in these companies and the Registrant shareholders will
receive dividend shares of the new companies. The Registrant believes that the
recent success of Internet capital providers, such as the Internet Capital Group
and CMGI proves that the full-service incubation corporate model is the
corporation of the future. In addition, the Registrant, unlike many larger
venture capital funds, will allow the smaller investor to participate in venture
capital financing through the concept of venture capital for the masses. The
Registrant believes that e-business will evolve most efficiently through its
incubation model.
The Registrant expects to announce acquisitions and further
developments in the near future.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OUTLOOK SPORTS TECHNOLOGY, INC.
Registrant
Date: February 3, 2000 By: /s/ Ara Proudian
Ara Proudian, Chairman of the Board
