<PAGE>1
As filed with the Securities and Exchange Commission on June 2, 1995
Registration No. 33
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
Form S 3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
SPORTS-TECH, INC.
(Exact name of registrant as specified in its charter)
_____________________________________
Nevada
(State or other jurisdiction of incorporation or organization)
88-0085608
(I.R.S. Employer Identification No.)
400 Corporate Pointe
Culver City, CA 90230
(310) 342-2800
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
____________________________
Mr. Barry Peters
Sports-Tech, Inc.
400 Corporate Pointe
Culver City, CA 90230
(310) 342-2800
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
___________________________
Please send copies of communications to:
Robert B. Hodes, Esq.
Willkie Farr & Gallagher
One Citicorp Center
153 East 53rd Street
New York, New York 10022
__________________________
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /x/
CALCULATION OF REGISTRATION FEE
<TABLE> <CAPTION>
<S> <C> <C> <C> <C>
_____________________________________________________________________________________________________________________
Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Securities Amount to offering price aggregate offering Registration
to be Registered be Registered per unit price(1) Fee
______________________________________________________________________________________________________________________
Common Stock, $.01 par value 250,000 shares $2.25 $562,500 $193.97
______________________________________________________________________________________________________________________
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 451.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment that specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
_____________________________________________________________________________
<PAGE>2
Subject to Completion, dated June 2, 1995
PROSPECTUS
SPORTS-TECH, INC.
250,000 SHARES OF COMMON STOCK
_____________
This Prospectus relates to the 250,000 shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock") of Sports-Tech, Inc., a
Nevada corporation ("Sports-Tech" or the "Company"), which may be offered for
sale, from time to time, by or for the account of the stockholder named herein
(the "Selling Stockholder"). See "SELLING STOCKHOLDER." The Common Stock is
traded in the over-the-counter market and is quoted on the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") under
the symbol "SPTK."
Sports-Tech has been advised that the Selling Stockholder expects to
offer the Shares on the NASDAQ over-the-counter market, or through negotiated
transactions or otherwise, at market prices prevailing at the time of sale, at
prices related to such prevailing market prices, at fixed prices, or at prices
otherwise negotiated. See "PLAN OF DISTRIBUTION." Sports-Tech will not
receive any proceeds from the sale of the Shares. The Selling Stockholder
will bear all commissions, discounts and other compensation paid to brokers or
dealers in connection with the sale of the Shares. See "SELLING STOCKHOLDER."
The Shares have not been registered for sale under the securities laws of
any state or jurisdiction as of the date of this Prospectus. Brokers or
dealers effecting transactions in the Shares should confirm the registration
thereof under the securities laws of the state in which such transactions
occur, or the existence of an exemption from registration.
The Common Stock offered hereby involves a high degree of risk. For a
discussion of certain factors to be considered in evaluating an investment in
the Shares, see "RISK FACTORS."
_______________________________
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.
The date of this Prospectus is June 2, 1995.
<PAGE>3
THE SECURITIES DESCRIBED IN THIS PROSPECTUS HAVE NOT BEEN REGISTERED
UNDER ANY STATE SECURITIES LAW. SUCH SECURITIES MAY NOT BE SOLD, ASSIGNED,
TRANSFERRED, OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH SUCH STATE
SECURITIES LAWS OR UNLESS EXEMPT THEREFROM.
AVAILABLE INFORMATION
This Prospectus is part of a Registration Statement on Form S-3 which has
been filed with the Securities and Exchange Commission (the "SEC"). This
Prospectus does not contain all of the information set forth in the
Registration Statement, certain portions of which have been omitted as
permitted by the rules and regulations of the SEC. For further information
pertaining to the securities offered hereby and to the Company, reference is
made to the Registration Statement, including the exhibits filed as a part
thereof and the documents incorporated by reference therein. Statements
contained herein concerning the provisions of any document are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the Registration Statement. Each such statement is
qualified in its entirety by such reference.
The Company is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and
accordingly files reports, proxy statements and other information with the
SEC. Such reports, proxy statements and other information filed with the SEC
are available for inspection and copying at the public reference facilities
maintained by the SEC at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549 and at certain regional offices of the SEC located at
Suite 1400, Northwestern Atrium Center, 500 West Madison Street, Chicago,
Illinois 60621 and Seven World Trade Center, New York, New York 10048. Copies
of such material can be obtained from the Public Reference Section of the SEC,
450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed
rates.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus is
delivered, upon the written or oral request of any such person, a copy of any
or all of the documents incorporated by reference herein. See "INCORPORATION
OF CERTAIN DOCUMENTS BY REFERENCE." Such requests should be addressed to
Director, Shareholder Relations, Sports-Tech, Inc., 400 Corporate Pointe,
Culver City, California 90230, (310) 342-2800.
<PAGE>4
PROSPECTUS SUMMARY
The following contains a brief summary, of certain information contained
elsewhere in this Prospectus or incorporated by reference herein. The summary
is necessarily selective and thus incomplete and is qualified in its entirety
by reference to the more detailed information included elsewhere in this
Prospectus or incorporated by reference herein. Certain capitalized terms
used in the Prospectus Summary are defined elsewhere in this Prospectus.
The Company
The business of Sports-Tech, Inc. (the "Company") arises out of a recent
merger (the "Merger) between Alliance Media Corporation ("Alliance") and a
wholly owned subsidiary of the Company, and the subsequent acquisition of
Stephen Dunn & Associates, Inc., a leading telemarketing and telefundraising
company that specializes in direct marketing services for the arts and
educational and other institutional tax-exempt organizations. The Company
currently conducts its business under the name All-Comm Media, and plans to
change its name to All-Comm Media Corporation at its next annual meeting
of shareholders. The Company's shares are traded on the NASDAQ Small Cap
Market under the symbol "SPTK." The Company is an industry leader in
providing telemarketing services to not-for-profit organizations. Clients
include many of the larger symphony, theatre and musical arts
companies, public broadcasting stations, universities, and endowments.
The Company is headquartered in Los Angeles, California and operates a
telemarketing calling center in Berkeley, California. The Company has
approximately 70 full-time employees and 1,000 part-time employees at
its facilities and on-site at clients' facilities.
Initially, the Company intends to expand through acquisitions in the
direct marketing and media services industry in order to establish market
entry positions and/or technical wherewithal to provide direct marketing
programs vis-a-vis electronic, telephonic and print mediums (see "BUSINESS").
Direct marketing has become an increasingly important advertising medium and
an integral component of marketing programs that combine multiple forms of
communications such as direct mail, telemarketing, print, television, radio,
video, CD-ROM, educational symposia and other direct response and interactive
multi-media formats.
As a result of the Merger, Alliance became a wholly owned subsidiary of
the Company, and the former shareholders of Alliance received four million one
hundred thousand shares of the Company common stock constituting approximately
37.5% of the Company's Common Stock. In connection with the consummation of
the Merger, the then current members of the board of directors of the Company
resigned and a new board, consisting of six persons designated by Alliance was
appointed. Prior to the Merger, the Company sold its then principal operating
business, Sports-Tech International, Inc.
The Company's principal executive offices are located at 400 Corporate
Pointe, Culver City, CA 90230. Its telephone number is (310) 342-2800.
<PAGE>5
The Offering
Common Stock
Offered 250,000 shares of Common Stock, par value $.01 per share,
representing all of the Common Stock owned by the Selling
Stockholder. See "SELLING STOCKHOLDER."
Common Stock
Outstanding 25,000,000 shares of Common Stock authorized, of which, as of
April 30, 1995, 10,165,134 were issued and outstanding, and an
additional 964,588 shares of Common Stock were issuable upon
exercise of outstanding options and warrants.
Dividends The Company presently intends to retain future earnings to
support the growth of its business, and therefore, does not
anticipate paying cash dividends on its Common Stock in the
foreseeable future.
Voting Each share of Common Stock is entitled to one vote at all
meetings of stockholders. The Common Stock does not have
cumulative voting rights. The approval of certain Business
Combinations and Reclassifications (as defined herein) and
other related matters require the approval of a supermajority
of the outstanding shares of the Common Stock. See
"DESCRIPTION OF COMMON STOCK."
Listing The Company's Common Stock is quoted and traded in the
over-the-counter market on NASDAQ under the symbol "SPTK."
The Common Stock offered hereby involves a high degree of risk. See "Risk
Factors" for a discussion of certain factors that should be considered in
connection with the Offering.
<PAGE>6
RISK FACTORS
A. Risks Associated with SDA and the Company's Ongoing Operations
Upon consummation of the Merger, the Company became the indirect
beneficial owner of SDA, subject to the rights of the former owner of SDA
pursuant to a stock purchase agreement and an operating covenants agreement.
Operating History
In February 1995, the Company sold its principal operating business,
Sports-Tech International, Inc., and in April 1995 consummated the Merger,
which included the acquisition of SDA. The Company intends to undertake a
business strategy involving the acquisition of various direct marketing and
media service companies and, but for its subsidiary SDA, is without an
operating history in this industry. Although SDA has a long operating history
and senior management of SDA consists almost entirely of continuing employees,
SDA has operated as part of the Company for only a short period of time. As a
result, management of the Company has limited experience with respect to the
operations of SDA.
Telemarketing and Telefundraising Business
No assurance can be given that the Company will be able to achieve its
plans, or if achieved, that it will be profitable. The Company's success
depends upon, among other things, its ability to retain existing clients, to
continue to attract new fee and commission based clients for its services, to
design direct marketing and telefundraising or telemarketing programs, and to
manage the resulting marketing campaigns and business in a profitable manner.
If the Company is not successful, the Company may have to materially
restructure its operations or sell its business.
Capital Requirements
The Company anticipates that it will require additional capital to fund
both its expansion strategy and its operations, as some new marketing projects
may initially incur negative cash flow and possible operating losses. There
can be no assurance, however, that the Company will be able to generate
sufficient capital from its operations to finance its plan of acquisitions and
to provide for expansion of its operations. If the Company is not able to
generate sufficient cash flow from its operations, it will have to raise
additional capital. No assurance can be given as to the ability of the
Company to raise additional capital, which will be dependent upon its
financial and operating performance, which, in turn, is subject to prevailing
economic conditions, and upon financial, business, and other factors, many of
which are beyond the control of the Company.
The Company's assets consist primarily of its working capital, the assets
of its subsidiary, Stephen Dunn & Associates, Inc., and a 6.7 acre parcel of
unimproved land in Laughlin, Nevada. The Company has no other material
operating assets or properties from which to finance its business.
Low Barriers to Entry and Competition
The direct marketing and media services industry has relatively low
barriers to entry. Because the direct marketing and media services industry
is highly fragmented, at any time the Company could find itself in direct
competition with any number of competitors. Such competitors may have greater
resources and other competitive advantages. In recent years there has been a
trend of larger, established companies entering the direct marketing and media
services industry. This trend is expected to increase over the next few
years. At present, the Company has several major competitors with
significantly greater resources and experience in providing certain direct
marketing services to major companies.
<PAGE>7
Restrictions Imposed by Certain Agreements
In connection with the acquisition of SDA, the Company agreed to pay a
portion of the purchase price based on the performance of SDA over a three
year period. The agreements governing these payments contain covenants which,
among other things, restrict the ability of SDA to incur debt, pay dividends,
incur liens, make capital expenditures, issue additional equity, make
investments, or change the nature of its business. As a result of these
covenants, the ability of SDA, and hence the Company, to respond to changing
business and economic conditions and to secure additional financing, if
needed, may be significantly restricted, and SDA may be prevented from
engaging in businesses or transactions that might otherwise be considered
beneficial to the Company. In addition, upon a default under the agreements
governing the deferred payments, the seller has an option to repurchase SDA at
a specified price.
Reliance on Significant Personnel
The ability of the Company to operate successfully may be dependent upon
its ability to continue to receive the services of certain of its employees.
The senior officers of the Company and SDA have employment agreements which
extend for three years and two years, respectively. The loss of the services
of certain of such personnel could have a significant bearing upon the
Company's profitability, its ability to consummate future acquisitions and
financing arrangements, to manage its operating subsidiaries or implement its
marketing programs.
B. Risks Associated with Future Acquisitions
The Company intends to pursue a business strategy involving the
acquisition of various direct marketing and media service companies whose
specializations will enhance its marketing capabilities, competitiveness and
profitability. There can be no assurance that the Company will be able to
identify or consummate any such acquisitions, and holders of Common Stock will
be subject to several risks, including, but not limited to:
Future Acquisitions; Ability of the Company to Integrate Operations
As part of its long-term strategy, the Company intends to seek
additional acquisitions. There can be no assurance that any additional
businesses can be acquired or, if acquired, that such acquisitions will be on
terms that are favorable to the Company. Although the Company will target for
acquisition companies which have a prior history of operations, such companies
will have not previously operated as a group. Previous successes by any
company being acquired by the Company is no indication of future success.
Even in the event that a single company were to be successful, there can be no
assurance that the Company will be able to integrate the operations of any
acquired businesses with those of the Company.
Use of Promissory and Convertible Notes in Acquisitions
The Company's acquisition strategy of direct marketing and media service
companies, in many instances, may involve the use of long-term promissory
notes as part of the payment form of the acquisition. Generally, such
promissory notes will be of three or more years in duration and may provide
for convertibility into the Company's Common Stock on a non-dilutive basis.
Often the payment of these notes will be predicated upon the acquired company
meeting certain earnings criteria. While management of the Company does not
anticipate entering into any acquisitions which would call for the issuance of
convertible promissory notes on a basis that would cause future dilution in
earnings, nonetheless, such promissory notes would be recorded on the
Company's balance sheet as long-term liabilities until they are converted into
Common Stock.
C. General Investment Considerations
Certain Anti-Takeover Provisions
The Articles of Incorporation and By-Laws of the Company, and certain
employment agreements between the Company, its subsidiaries and certain
executives may have the effect of hindering, delaying or deterring a third
<PAGE>8
party acquisition of the Company, which may, in turn, adversely affect the
market price of the Common Stock. Pursuant to the terms of the Company's
Articles of Incorporation, certain business combinations and reclassifications
involving the Company require the approval of the holders of 75% of the
outstanding Common Stock and the holders of a majority of the shares not held
by the potential acquiror. See "DESCRIPTION OF COMMON STOCK -- Change in
Control Provisions of the Company's Articles of Incorporation." In addition,
the Articles of Incorporation provide for a classified board of directors, and
directors may only be removed upon the vote of 75% of the outstanding Common
Stock. See "DESCRIPTION OF COMMON STOCK -- Board of Directors."
The Company has 50,000 shares of authorized and unissued preferred stock
and in excess of 5,000,000 shares of authorized and unissued Common Stock
which could be issued to a third party selected by current management or used
as the basis for a shareholders' rights plan, which could have the effect of
deterring a potential acquiror. Furthermore, certain provisions of the
By-Laws may have the effect of limiting or delaying a change in control of the
Company. These provisions include: the requirement of sixty days' notice by
the stockholders of any business they wish conducted at a meeting of
shareholders and a prohibition on stockholder action by written consent.
The Company has adopted the foregoing provisions to prevent the
acquisition of the Company by a third party in a transaction in which the
holders of Common Stock would receive an inadequate price for their Common
Stock. Nevertheless, the effect of such provisions, together with certain
provisions of Nevada law limiting the voting rights of an acquiror of a
controlling interest in a Nevada corporation (such as the Company), may be to
reduce the probability of, or the premiums that stockholders would receive in
connection with, an acquisition of the Company.
Risk of Dilution
The Company intends to continue its program of acquiring companies whose
selected specialization will serve to enhance its capabilities,
competitiveness, and profitability. Future acquisitions may involve payments
based on earnings formulas which could require the issuance of additional
shares of Common Stock of the Company. Moreover, certain key employees and
Directors of the Company have received, and others may receive, stock options
to purchase shares of Common Stock in the Company and, at the discretion of
the Board of Directors, certain employees may receive additional bonuses or
options to purchase additional shares of Common Stock based upon their
performance.
Shares Eligible for Future Sale
Sales of substantial amounts of Common Stock, or the perception that such
sales could occur, could adversely affect prevailing market prices for the
Common Stock. As of April 30, 1995, the Company had outstanding 10,165,134
shares of Common Stock, including 4,100,000 shares issued in connection with
the Merger. In addition, as of April 30, 1995, there were outstanding options
for 617,901 shares of Common Stock, and 346,687 shares of Common Stock were
issuable upon exercise of warrants.
Except for the shares of Common Stock issued in connection with the
Merger, virtually all of the outstanding shares of Common Stock which are not
being registered pursuant to the registration statement of which this
Prospectus is a part and shares of Common Stock issuable upon the exercise of
outstanding options and warrants are eligible for immediate sale in the public
market without restriction unless held by affiliates of the Company. The
Company anticipates that a registration statement related to the resale to the
public of approximately 2,255,000 of the 4,100,000 shares issued in the Merger
will be filed in December 1995 or thereafter.
Dividends on Common Stock Unlikely
The Company currently does not intend to pay any cash dividends on its
Common Stock. The Company has not paid cash dividends on its Common Stock
and, for the foreseeable future, it is anticipated that earnings, if any, will
be used to finance future growth of the Company. In addition, there can be no
assurance that operations will generate sufficient revenues to enable the
Company to declare or pay dividends.
<PAGE>9
Market for Common Stock; Possible Volatility of Stock Price
Although the Company's Common Stock is admitted for trading on NASDAQ,
such listing does not provide any assurance that an active public market for
the Common Stock will be developed or, if developed, will be sustained. If an
active public market does not develop, the market price and liquidity of the
Common Stock may be adversely affected. No predictions can be made as to the
effect, if any, that future market sales of Common Stock or the availability
of Common Stock for sale will have on the prevailing market price of the
Common Stock. In addition, the stock market in recent years has experienced
extreme price and volume fluctuations that often have been unrelated or
disproportionate to the operating performance of companies. These
fluctuations as well as general economic and market conditions may adversely
affect the market price of the Common Stock.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company hereby incorporates into this Prospectus by reference the
following documents filed with the Commission:
1. Annual Report on Form 10-K for the fiscal year ended June 30, 1994,
as amended by Form 10-K/A-1 (filed with the SEC on October 21, 1994)
and by Form 10-K/A-2 (filed with the SEC on February 1, 1995).
2. (a) Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1994, as amended by Form 10-Q/A-1 (filed with the SEC
on February 9, 1995), (b) Quarterly Report on Form 10-Q for the
fiscal quarter ended December 31, 1994, and (c) Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 1995.
3. Information Statement pursuant to Section 14(f) of the Exchange Act
(filed with the SEC on April 5, 1995).
4. (a) Report on Form 8-K reporting an event which occurred on October
14, 1994, (b) Report on Form 8-K reporting an event which occurred
on November 19, 1994, (c) Report on Form 8-K reporting an event
which occurred on December 7, 1994, (d) Report on Form 8-K reporting
an event which occurred on February 7, 1995, (e) Report on Form 8-K
reporting an event which occurred on March 9, 1995, as amended on
May 26, 1995, (f) Report on Form 8-K reporting an event which
occurred on April 17, 1995, and (g) Report on Form 8-K reporting an
event which occurred on April 25, 1995.
In addition, all reports and other documents filed by the Company
pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus and prior to the termination of the offering of
the Shares shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of filing of such reports and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained
herein or in any other subsequently filed document which also is incorporated
or deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified, or superseded, to constitute a part of this Prospectus.
<PAGE>10
BUSINESS
General
The Company is an industry leader in providing telemarketing services to
not-for-profit organizations. Clients include many of the larger symphony,
theatre and musical arts companies, public broadcasting stations,
universities, and endowments. The Company is headquartered in Los Angeles,
California and operates a telemarketing calling center in Berkeley,
California. The Company has approximately 70 full-time employees and 1,000
part-time employees at its facilities and on-site at clients' facilities.
Lines of Business
The Company's revenues are derived primarily from fees and commissions
from telemarketing campaigns, telefundraising efforts and consultation
services.
Telemarketing Campaigns. Telemarketing campaigns are highly focused
marketing efforts designed to sell ticket series or subscriptions to patrons
for multiple performances or a portion of a season of performances at live
theatres, symphonies, operas, ballets, musical theatres and similar performing
arts venues. The campaigns are tailored to fit the client's specific needs,
generally range from 8 to 26 weeks, and may be conducted at or near the
client's premises or at the Company's Berkeley calling center. The design of
each campaign includes evaluating and segmenting the target population using
database analysis programs, often in combination with demographic and
psychographic screening programs, to estimate the sales potential of different
groups. Management believes that this approach to telemarketing campaigns is
an efficient means to generate sales revenue for its clients, which will
strengthen the contact and prospect base of the clients, enhance the
effectiveness of the clients' public relations as a fundraising tool, develop
valuable information-gathering sources, and expand the database of potential
patrons.
Telefundraising Efforts. The telefundraising efforts fall into three
groups: Annual Fund Campaigns, capital campaigns through the Company's
CapiTEL program and Special Gift Campaigns. While colleges and universities
were generally the first organizations to use telemarketing for capital and
endowment campaigns, the Company pioneered the application of these techniques
to the performing arts through its nationally recognized CapiTEL program. The
Company provides both program design and management, including personalized
direct mail and telefundraising solicitation. Four different types of
telefundraising phone/mail campaigns are conducted: Annual Fund Campaigns to
renew and acquire donors and increase the level of giving; Membership
Campaigns to acquire and renew members to increase the client's membership
base; CapiTEL Campaigns designed to solicit three to five-year gifts,
typically used for an institutional client's physical "brick and mortar"
projects; and Special Gift Campaigns seeking large donations often conducted
in conjunction with Annual Fund Campaigns.
Consultation Services. Consultation services consist primarily of
Telemarketing Consultation, which is provided to clients who are seeking to
establish subscription sales programs or to improve the results of existing
sales programs, and Direct Marketing Consultation, which is designed to refine
a client's particular needs including direct mail, promotions, budgeting,
packaging, positioning, and telemarketing.
Business Strategy
The Company intends to expand through the acquisition of companies in the
direct marketing and media services industry. Direct marketing has become an
increasingly important advertising medium and an integral component of
marketing programs that combine multiple forms of communications such as
direct mail, telemarketing, print, television, radio, video, CD-ROM,
educational symposia and other interactive and multimedia formats.
A key element of the Company's growth strategy is to target companies
with a demonstrated record of earnings and/or market penetration in selected
areas. The Company believes that technological innovation will continue to
increase the effectiveness of direct marketing. As such, potential
acquisitions may include providers
<PAGE>11
of information-based products and direct marketing services companies that
would enable the Company to deliver effective marketing programs vis-a-vis
electronic, telephonic and print mediums.
Of particular interest are businesses which, potentially, create market
entry, access new channels of distribution and are capable of providing
additional direct marketing and information management services that may be
used to create customer lists with specific, identifiable attributes, and to
facilitate the production and execution of specialized marketing pieces that
statistically track and analyze market responses.
USE OF PROCEEDS
The Company will not receive any of the proceeds of the sale of the
Shares. All proceeds will be received by the Selling Stockholder.
SELLING STOCKHOLDER
The following table provides certain information with respect to the
Common Stock beneficially owned by the Selling Stockholder and also the amount
offered hereunder. Because the Selling Stockholder may offer some or all of
the securities in an offering which is not underwritten on a firm commitment
basis, no estimate can be given as to the amount of securities that will be
held by the Selling Stockholder after completion of the sale of the securities
offered hereby. See "PLAN OF DISTRIBUTION." To the extent required, the
specific securities to be sold, the names of the Selling Stockholder effecting
such sale, the names of any agent, dealer or underwriter participating in such
sale, and any applicable commission or discount with respect to the sale will
be set forth in a supplement to this Prospectus. The securities offered by
means of this Prospectus may be offered from time to time by the Selling
Stockholder named below:
<TABLE> <CAPTION>
Number of Shares
Beneficially Owned
Prior to the Offering Number of Shares
Name of Selling Stockholder (1) Percent being Offered
<S> <C> <C> <C>
Membership Development Inc. (1) 250,000 2.5% 250,000
</TABLE>
________________
(1) Membership Development Inc. ("MDI") served as a consultant to
Sports-Tech from June, 1992 to June, 1994. Ownership figure
represents 250,000 shares of common stock which are held of record
by MDI.
PLAN OF DISTRIBUTION
The securities offered hereby may, upon compliance with applicable "Blue
Sky" law, be sold from time to time to purchasers directly by the Selling
Stockholder or by pledgees, donees, transferees or other successors in
interest, or in negotiated transactions and in the over-the-counter market on
NASDAQ. The Shares may be sold by one or more of the following: (a) a block
trade in which the broker or dealer so engaged will attempt to sell the Shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (b) purchases by a broker or dealer as principal
and resale by such broker or dealer for its account pursuant to this
prospectus; and (c) ordinary brokerage transactions in which the broker
solicits purchasers. In addition, any securities covered by this Prospectus
which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Prospectus.
Alternatively, the Selling Stockholder may from time to time offer the
securities offered hereby through underwriters, dealers or agents, who may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholder and/or the purchasers of securities
for whom they may act as agents.
<PAGE>12
To the extent that any of the Shares are sold by a pledgee, donee, transferee
or other successor in interest, such person may use this Prospectus to sell
such Shares.
The Selling Stockholder and any underwriters, dealers or agents that
participate in the distribution of securities offered hereby may be deemed to
be underwriters, and any profit on the sale of such securities by them and any
discounts, commissions or concessions received by any such underwriters,
dealers or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular underwritten offer of
securities is made, to the extent required, a supplement to this Prospectus
will be distributed which will set forth the aggregate amount of securities
being offered and the terms of the offering, including the name or names of
any underwriters, dealers or agents, and discounts, commissions and other
items constituting compensation from the Selling Stockholder and any
discounts, commissions or concessions allowed or reallowed or paid to dealers.
The securities offered hereby may be sold from time to time in one or
more transactions at a fixed offering price, which may be changed or at
varying prices determined at the time of sale or at negotiated prices.
The Selling Stockholder will pay the commissions and discounts of
underwriters, dealers or agents, if any, incurred in connection with the sale
of the Shares. The Company will pay all expenses incident to the offering and
sale of the Shares by the Selling Stockholder.
DESCRIPTION OF COMMON STOCK
The following is a summary of certain of the material terms of the Common
Stock which are contained in the Articles of Incorporation of the Company,
which are filed as an exhibit to the Registration Statement of which this
Prospectus is a part.
Quorum and Voting Rights
Each share of Common Stock is entitled to one vote on all matters as to
which the holders of Common Stock are entitled to vote. The affirmative vote
of a majority of the stock having voting power present or represented by a
proxy at a meeting at which a quorum is present is required as to any matter
which requires the approval of the holders of Common Stock, other than the
approval of certain Business Combinations, Reclassifications (as such terms
are defined below), the amendment of certain provisions of the Articles of
Incorporation, and the amendment of certain provisions of the By-Laws, which
require the approval of 75% of the outstanding shares of stock entitled to
vote for the election of directors, and in the case of certain Business
Combinations and Reclassifications, requires the approval of a majority of the
outstanding shares of stock entitled to vote for the election of directors
other than that beneficially owned by the other party to the Business
Combination.
At any meeting of the stockholders of the Company at which the holders of
Common Stock are entitled to vote, the presence, in person, or by proxy, of a
majority of the stock issued and outstanding, and entitled to vote thereat,
constitutes a quorum. No action may be taken at any meeting, other than to
adjourn such meeting, unless a quorum of each class entitled to vote is
present.
Dividends
The Board of Directors of the Company may cause dividends to be paid to
the holders of Common Stock from time to time out of funds legally available
therefor. When and as dividends are declared, they may be payable in cash, in
property or in shares of Common Stock. See "RISK FACTORS -- Dividends on
Common Stock Unlikely."
<PAGE>13
Board of Directors
The Board of Directors of the Company is divided into three classes, each
class serving for three years. One class is elected at each annual meeting of
the holders of Common Stock to serve for a three year period. The Board of
Directors is currently composed of six directors, which number may be
increased to up to fifteen upon the resolution of a majority of the current
directors. The Articles of Incorporation provide that the vote of the holders
of at least 75% of the voting power of all the outstanding voting equity
securities voting as a single class is required to remove a director either
with or without cause.
Indemnification of Officers and Directors
The Articles of Incorporation of the Company provide that directors and
officers of the Company shall not be personally liable to the Company or its
stockholders for damages for breach of fiduciary duty as a director or
officer, except for (i) acts or omissions which involve intentional
misconduct, fraud, or a knowing violation of law; or (ii) the payment of
dividends in violation of the provisions of Chapter 78 of the Nevada Revised
Statutes. The Articles of Incorporation further provide that if the Nevada
Revised Statutes are amended to authorize corporate action further eliminating
or limiting the personal liability of directors and officers, then the
liability of a director or officer of the Company shall be eliminated or
limited to the full extent permitted by the Nevada Revised Statutes, as so
amended. Any repeal or modification of all or any portion of the limitation
on liability contained in the Company Articles of Incorporation by the
stockholders of the Company shall not adversely effect any right or protection
of a director or officer of the corporation with respect to any acts or
omissions occurring prior to the time of such repeal or modification.
The Company's By-Laws provide for indemnification of the officers and
directors of the Company, as the case may be, against any liability, cost, or
expense incurred by such director or officer by reason of the fact that such
person is or was a director, officer, employee, or agent of the Company,
except to the extent that such indemnification is prohibited by Chapter 78 of
the Nevada Revised Statutes.
Section 78.751 of the Nevada Revised Statutes provides that a corporation
may indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
including any action or suit by or in the right of the corporation, whether
civil, criminal, administrative or investigative by reason of the fact that he
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and
in a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
Indemnification may not be made for any claim, issue or matter as to
which such a person has been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the corporation or
for amounts paid in settlement to the corporation, unless and only to the
extent that the court in which the action or suit was brought or other court
of competent jurisdiction determines upon application that, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Unless ordered by a court or advanced pursuant to an agreement made by
the corporation allowing the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding to be paid by the
corporation as they are incurred and in advance of the final disposition of
the action upon receipt of an undertaking by or on behalf of the director or
officer to repay the amount if it is ultimately determined by a court
<PAGE>14
of competent jurisdiction that he is not entitled to be indemnified by the
corporation, any indemnification, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made either by the stockholders; by the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding; if a majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion; or if a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described above, or otherwise, the Company
has been advised that, in the opinion of the Commission, such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
Change in Control Provisions of the Company's Articles of Incorporation
The Articles of Incorporation require certain specified shareholder
approvals (the "Business Combination Special Vote") for "Business
Combinations" with an "Other Entity", which is defined generally as any
corporation, person, or other entity, excluding certain employee plans. Such
Business Combinations include, (i) any merger or consolidation of the Company
or any of its affiliates with or into any other corporation, (ii) any sale,
lease, exchange, loan, distribution, dividend, or other disposition of, all or
a substantial part of the assets of the Company or (iii) any sale, lease,
exchange, loan, distribution, dividend, or other disposition of all or a
substantial part of the assets of another entity in exchange for equity
securities of the Company or its affiliates. The Business Combination Special
Vote required to approve a Business Combination is the affirmative vote of
both (i) the holders of 75% of the outstanding shares of stock entitled to
vote for the election of directors, and (ii) the holders of a majority of the
outstanding shares of stock entitled to vote for the election of directors
other than those beneficially owned by the Other Entity.
A Business Combination Special Vote is not required to approve a Business
Combination if certain conditions are met, including but not limited to: (i)
that the consideration to be received by the holders of the Common Stock is
not less than (A) the highest per share price paid by such Other Entity in
acquiring any shares of Common Stock, and (B) the highest market price of the
Common Stock (I) during the thirty trading days immediately prior to the
public announcement of such Business Combination, and (II) during the thirty
trading days immediately prior to the public announcement or the commencement,
whichever occurs first, of the acquisition of any Common Stock by such Other
Entity, (ii) that after such Other Entity has acquired 10% of the Common Stock
and prior to the consummation of such Business Combination, the Board of
Directors shall have included at all time representation by a director of the
Company on October 1, 1988 (a "Continuing Director"), or a director designated
as a Continuing Director by such director or other Continuing Directors, (iii)
that after such Other Entity has acquired 10% of the Common Stock, the Other
Entity has not (A) received the benefit, directly or indirectly (except
proportionately as a stockholder), of any loans, advances, guarantees,
pledges, or other financial assistance or any tax credits or other tax
advantages provided by the Company, or (B) received the benefit, directly or
indirectly, of the extension of trade terms by the Company which are less
favorable to the Company than those made available to a majority of the
Company customers for similar products, and (iv) except as may have been
approved by a unanimous vote of the entire Board of Directors, made any major
change in the Company's business or equity capital structure.
The Articles of Incorporation further provide that certain
"Reclassifications" require the affirmative vote (the "Reclassification
Special Vote") of both (i) the holders of 75% of the outstanding shares of
stock entitled to vote for the election of directors, and (ii) the holders of
a majority of the outstanding shares of stock entitled to vote for the
election of directors other than those beneficially owned by any Other Entity.
Such Reclassifications include (i) any reclassification of securities
(including any reverse stock split), recapitalization, reorganization, issuer
tender offer, purchase of shares by the Company or by any of its affiliates,
exchange offer by the corporation or by any of its affiliates, or any other
transaction designed to reduce materially, or having the effect of reducing
materially, the percentage of Common Stock which is not held by affiliates or
(ii) the adoption of any plan or proposal for the liquidation or dissolution
of the corporation. The Reclassification Special Vote is only required if
there is an Other Entity for which a Business Combination Special Vote would
be required in the event of a Business Combination.
<PAGE>15
Other provisions of the Company's Articles of Incorporation and By-Laws
may have the effect of limiting or delaying a change in control of the
Company. These provisions include: provisions of the Company By-Laws which
provide for sixty days' notice by the stockholders of any business they wish
conducted at a shareholders meeting and a prohibition on stockholder action by
written consent, and provisions of the Company's Articles of Incorporation
which limit the ability to remove directors, see "Board of Directors" above.
Listing
The Common Stock is quoted and traded in the over-the-counter market on
NASDAQ, under the symbol "SPTK."
Preferred Stock
The Company has authorized 50,000 shares of Preferred Stock, none of
which have been issued.
LEGAL MATTERS
Certain legal matters in connection with the securities offered hereby
are being passed upon for the Company by McDonald, Carano, Wilson, McCune,
Bergin, Frankovich & Hicks, Las Vegas, Nevada as to matters of Nevada law.
EXPERTS
The consolidated financial statements of the Company at June 30, 1994,
1993 and 1992 for the fiscal years then ended appearing in the Company's
Annual Report on Form 10-K for the year ended June 30, 1994, have been audited
by Arthur Andersen LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
consolidated financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.
<PAGE>16
No dealer, salesperson or
other person has been authorized
to give any information or to
make any representations in
connection with the offer made
by this Prospectus and, if given
or made, such information or SPORTS-TECH, INC.
representation must not be
relied upon as having been
authorized by the Company. This
Prospectus does not constitute
an offer to sell, or a
solicitation of an offer to buy, 250,000 Shares of
any of these securities in any Common Stock
jurisdiction to any person to
whom it is unlawful to make such
offer or solicitation in such
jurisdiction. The delivery of
this Prospectus shall not, under
any circumstances, create any
implication that the information
herein is correct at any time
subsequent to its date.
PROSPECTUS
________________________________
Table of Contents
Page
Available Information . . .
Prospectus Summary . . . .
Risk Factors . . . . . . .
Incorporation of Certain
Documents by Reference . .
Business . . . . . . . . .
Use of Proceeds . . . . . .
Selling Stockholder . . . .
Plan of Distribution . . .
Description of Common
Stock. . . . . . . . . . . .
Legal Matters . . . . . . .
Experts . . . . . . . . . .
________, 1995
________________________________
<PAGE>17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses in connection with
the issuance and distribution of the securities being registered hereby. The
Selling Stockholder will pay the commissions and discounts of underwriters,
dealers or agents, if any, incurred in connection with the sale of the Shares.
The Company will pay all other expenses incident to the offering and sale of
the Shares.
Total*
SEC Registration Fee . . . . . . $193.97
Accountants' Fees and Expenses . *
Legal Fees and Expenses . . . . . *
Printing Expenses . . . . . . . . *
Miscellaneous . . . . . . . . . . *
TOTAL . . . . . . . . . . $ *
* To be filed by amendment
<PAGE>18
Item 15. Indemnification of Directors and Officers
See "DESCRIPTION OF COMMON STOCK -- Indemnification of Officers and
Directors."
<PAGE>19
Item 16. Exhibits
Exhibit # Description
3(i)(a)* Amended and Restated Articles of Incorporation of the
Company.
3(i)(b)** Certificate of Amendment to the Amended and Restated
Articles of Incorporation of the Company.
3(ii)* By-Laws of the Company.
5 *** Opinion of McDonald, Carano, Wilson, McCune, Bergin,
Frankovich & Hicks, including consent.
23(a) *** Consent of McDonald, Carano, Wilson, McCune, Bergin,
Frankovich & Hicks, included in Exhibit 5.
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney (included on the signature page).
__________________________
* Incorporated by reference to the Company's Registration Statement on Form
S-4 No. 33-45192 declared effective by the SEC on February 12, 1992.
** Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended June 30, 1992.
*** To be filed by amendment.
<PAGE>20
Item 17. Undertakings
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question of whether such indemnification by them
is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
The Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the Offering.
(4) That, for purposes of determining any liability under the
Securities Act, each filing of the Registrant's annual report
pursuant to section 13(a) or section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual
report pursuant to section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
<PAGE>21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all the requirements for filing on Form S-3, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Culver City, State of California, on
the 2nd day of June, 1995.
SPORTS-TECH, INC.
/s/ Barry Peters
By: Barry Peters
Title: Chief Executive Officer
Each of the undersigned officers and directors of Sports-Tech, Inc.
hereby severally constitutes and appoints each of E. William Savage and Barry
Peters, individually, as attorney-in-fact for the undersigned, in any and all
capacities, with full power of substitution, to sign any further amendments to
this Registration Statement (including post-effective amendments), and to file
the same with exhibits thereto and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorney-in-
fact, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact may lawfully do or cause to be done
by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Culver
City, State of California, on the 2nd day of June, 1995.
SPORTS-TECH, INC.
/s/ Barry Peters
By: Barry Peters
Title: Chairman of the
Board of Directors
and Chief Executive Officer
/s/ E. William Savage
By: E. William Savage
Title: Principal Financial and
Accounting Officer and Director
/s/ C. Anthony Wainwright
By: C. Anthony Wainwright
Title: Director
<PAGE>22
By: William E. Chaikin
Title: Director
/s/ H. William Coogon, Jr.
By: H. William Coogon, Jr.
Title: Director
/s/ Seymour W. Zises
By: Seymour W. Zises
Title: Director
<PAGE>23
Exhibit Index
Exhibit # Description
3(i)(a)* Amended and Restated Articles of Incorporation of the
Company.
3(i)(b)** Certificate of Amendment to the Amended and Restated
Articles of Incorporation of the Company.
3(ii)* By-Laws of the Company.
5 *** Opinion of McDonald, Carano, Wilson, McCune, Bergin,
Frankovich & Hicks, including consent.
23(a) *** Consent of McDonald, Carano, Wilson, McCune, Bergin,
Frankovich & Hicks, included in Exhibit 5.
23(b) Consent of Arthur Andersen LLP.
24 Power of Attorney (included on the signature page).
__________________________
* Incorporated by reference to the Company's Registration Statement on Form
S-4 No. 33-45192 declared effective by the SEC on February 12, 1992.
** Incorporated by reference to the Company's Annual Report on Form 10-K for
the year ended June 30, 1992.
*** To be filed by amendment.
<PAGE>1
EXHIBIT 23(b)
INDEPENDENT ACCOUNTANTS' CONSENT
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated September 23,
1994 (except with respect to the matter discussed in Note 18, as to which the
date is December 9, 1994) included in Sports-Tech, Inc.'s Form 10-K/A-2 for
the year ended June 30, 1994, and to all references to our Firm included in
this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 1, 1995
