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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities and Exchange Act of 1934
Filed by:
[x] THE REGISTRANT
[ ] A Party Other than the Registrant
Check the appropriate box:
[x] PRELIMINARY PROXY STATEMENT
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-5(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Solicitation Material Pursuant to Section 240.14a-11 or
Section 240.14a-12
SPORTS-TECH, INC.
________________________________________________
(Name of Registrant as Specified in Its Charter)
________________________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[x] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(j)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange
Act Rule 14A-6(i)(3).
[ ] Fee computed below per Exchange Act Rules 14a-6(j)(4) and
0-11:
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price of other underlying value of
transaction computed pursuant to Exchange Act Rule
0-11:
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee previously paid with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by:
(1) Amount previously paid:
(2) Form, Schedule or Registration Number:
(3) Filing Party:
(4) Date filed:
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SPORTS-TECH, INC.
400 CORPORATE POINTE, SUITE 780
CULVER CITY, CALIFORNIA 90230
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON ______________________, 1995
TO THE HOLDERS OF COMMON STOCK OF SPORTS-TECH, INC:
A Special Meeting of Shareholders of SPORTS-TECH, INC., a Nevada corporation
("SPTK"), will be held at 9:30 a.m., on ______________,
_____________________________, 1995, at the _________________________, located
at ___________________________________________, Los Angeles, California.
The purposes of the meeting are to:
(1) Approve a management proposal to amend the Amended and
Restated Articles of Incorporation to change the name of the
company to All-Comm Media Corporation; and
(2) Act upon such other matters as may properly come before the
meeting.
Holders of Common Stock of record at the close of business on ______________,
1995, are entitled to vote at the meeting and any adjournment of the meeting.
A list of the shareholders of SPTK as of the close of business on
_______________, 1995 will be available for inspection during business hours
from ____________, 1995 through _____________, 1995, at 400 Corporate Pointe,
Suite 780, Culver City, California, and will also be available at the Special
Meeting.
By Order of the Board of Directors
/s/ E. William Savage
E. William Savage, Chief Operating Officer,
President and Secretary
______________, 1995
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SPORTS-TECH, INC.
400 Corporate Pointe, Suite 780
Culver City, California 90230
PROXY STATEMENT
IMPORTANT NOTICE ________________, 1995
IF YOU DO NOT PLAN TO ATTEND THE SPECIAL MEETING, YOU MAY VOTE YOUR SHARES BY
COMPLETING, DATING, SIGNING, AND PROMPTLY MAILING THE ENCLOSED PROXY CARD IN
THE RETURN ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF IT IS MAILED IN THE
UNITED STATES. ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY
TIME, AND SHAREHOLDERS WHO ARE PRESENT AT THE SPECIAL MEETING MAY WITHDRAW
THEIR PROXIES AND VOTE IN PERSON.
SPECIAL MEETING OF SHAREHOLDERS:
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of SPORTS-TECH, INC. ("SPTK") for the use at
a Special Meeting of Shareholders of SPTK TO be held at 9:30 a.m., on
_________, ____________________, 1995, at ___________________________________,
located at _____________________________, Los Angeles, California. The
purposes of the Special Meeting are to approve management's proposal to change
the name of SPTK to All-Comm Media Corporation and to authorize, among other
things, the amendment of the company's Amended and Restated Articles of
Incorporation and such other documentation as may be required to effectuate
this name change. The Notice, this Proxy Statement, and the accompanying proxy
card are being mailed beginning __________, 1995 to shareholders of record of
SPTK's common stock ("Common Stock") at the close of business on
______________, 1995. Each share entitles the registered holder to one vote.
As of ________________, 1995, there were 11,770,036 shares of Common Stock
outstanding.
All shares represented by proxies will be voted by the individuals designated
on the enclosed proxy card, all of whom are members of the Board of Directors,
in accordance with the shareholders' directions. If the proxy card is signed
and returned without specific directions with respect to the matters to be
acted upon, the shares will be voted in accordance with the recommendations of
the Board of Directors described below. Any shareholder giving a proxy may
revoke it at any time before such proxy is voted at the Special Meeting by
giving written notice of revocation to the company's secretary, by submitting a
later dated proxy, or by attending the Special Meeting and voting in person.
The Chairman of the Board will announce the closing of the polls during the
Special Meeting. All proxies must be received prior to the closing of the
polls in order to be counted.
A shareholder may designate a person or persons to act as the shareholder's
proxy other than those persons designated on the proxy card. The shareholder
may do so by checking the appropriate box appearing on the enclosed proxy card,
inserting the name or names of another person or persons, and delivering the
signed card to such person or persons. The person(s)
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designated by the shareholder must present the signed proxy card at the Special
Meeting in order for the shares to be voted.
Officers, agents, and employees of the company and other solicitors retained by
the company may, by letter, by telephone, or in person, make requests for the
return of proxies and may receive proxies on behalf of the company. Brokers,
nominees, fiduciaries, and other custodians will be requested to forward
soliciting material to the beneficial owners of shares and will be reimbursed
for their expenses. All costs of soliciting proxies will be borne by the
company.
Shareholders representing a majority of the Common Stock outstanding and
entitled to vote must be present in person or represented by proxy in order to
constitute a quorum to conduct business at the Special Meeting. A list of
eligible voters will be available at the Special Meeting. The following
proposal is to be submitted to the shareholders at the Special Meeting:
Approval of a management proposal to amend the Amended and Restated Articles of
Incorporation to change the name of the company to All-Comm Media Corporation.
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE, AND RETURN YOUR PROXY CARD PROMPTLY
SO THAT A QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING.
VOTING
Each share of Common Stock represented at the Special Meeting is entitled to
one vote on the sole matter brought before the Special Meeting. Except as
otherwise noted below, the matter submitted at the Special Meeting shall be
determined by a majority of the votes cast. Shares represented by proxies that
are marked "abstain" with respect to the name change proposal and proxies that
are marked to deny discretionary authority on such matter will not be counted
in determining whether a majority vote was obtained on such matter. If no
directions are given and the signed proxy card is returned, the members of the
Board of Directors will vote the shares represented by such proxy in accordance
with the Directors' recommendation on the name change proposal reflected on the
proxy card, and at their discretion on any other matter that may properly come
before the Special Meeting. In circumstances where brokers are prohibited from
exercising discretionary authority for beneficial owners who have not returned
proxies to the brokers (so-called "broker non-votes"), those shares will not be
included in the vote totals and, therefore, will have no effect on the vote.
As described below, the Board of Directors is submitting to the Shareholders at
the Special Meeting the proposal to amend the company's Amended and Restated
Articles of Incorporation to change the company name to All-Comm Media
Corporation, and to take all such further action as may be required to
effectuate the name change. Under Nevada law, in order for a proposal to amend
the Amended and Restated Articles of Incorporation to pass, a majority of the
outstanding shares of Common Stock entitled to vote on the proposal must
approve the amendment. In this instance, abstentions will have the same effect
as a vote against the proposal.
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DIRECTORS' PROPOSAL TO APPROVE THE CHANGE IN THE COMPANY'S NAME
The Board of Directors proposes and recommends to the shareholders for their
approval of an amendment to the company's Amended and Restated Articles of
Incorporation to change the name of the company by amending Article I to read:
"The name of the corporation is All-Comm Media Corporation." The shareholders'
approval of the corporate name change includes granting the officers of the
company, and each of them acting alone, the authority to take all such further
actions as may be required to effectuate the name change, including, but not
limited to, the filing of a formal Certificate of Amendment to the Amended and
Restated Articles of Incorporation on behalf of the company with the Nevada
Secretary of State's Office.
SPORTS-TECH, INC. has been the name of the company since 1989. The company was
originally incorporated in 1919 under the name Bristol Silver Mines Company and
since that time has operated under one other different name before SPORTS-TECH.
The SPORTS-TECH name previously reflected the company's former principal
activity, the sale of certain video training equipment to professional teams
and university athletic departments. In early 1995, the company completed the
sale of those operations, and in April 1995, the company merged with Alliance
Media Corporation and simultaneously acquired Stephen Dunn & Associates, Inc.
("Stephen Dunn"). The company's principal activities and focus are now aimed
at acquiring and developing through Stephen Dunn and future acquisitions a
diversified telemarketing, direct marketing, and media services company.
To reflect the company's change in direction and to provide for better
recognition of the company, your Board of Directors recommends the adoption of
All-Comm Media Corporation as the company's new name. The new name already
enjoys some recognition since it has been used as a fictitious business name
after the merger/acquisition became effective. Our new stock exchange ticker
symbol will be "ALCM."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL TO
AMEND ARTICLE I OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION TO READ:
"THE NAME OF THE CORPORATION IS ALL-COMM MEDIA CORPORATION."
OTHER BUSINESS
The Board of Directors is not aware of any matters which will be presented at
the Special Meeting for action on the part of shareholders other than the
proposed company name change.
By Order of the Board of Directors
/s/ E. William Savage
E. William Savage, Chief Operating Officer,
President and Secretary
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SPORTS-TECH, INC.
400 CORPORATE POINTE, SUITE 780
CULVER CITY, CALIFORNIA 90230
From the desk of
Barry Peters,
Chairman and Chief Executive Officer
_______________, 1995
Dear Shareholder:
It is my pleasure to invite you to a Special Meeting of the Shareholders of
SPORTS-TECH, INC. This will be the first chance to meet your new Board of
Directors and Management since the consummation of the merger in April 1995.
The Special Meeting will be held at 9:30 a.m., on ___________,
________________________, 1995, at the ______________________________, located
at _________________________________, Los Angeles, California. Admission to
the meeting will begin at 8:30 a.m.
The enclosed Notice of Special Meeting of Shareholders and the Proxy Statement
describe the formal business of the Special Meeting, which is management's
proposal to amend the company's Amended and Restated Articles of Incorporation
to change the name of the company to All-Comm Media Corporation. Also during
the Special Meeting, management will address and discuss other corporate
matters which may be of interest to you as a shareholder.
It is important that your shares are represented at this Special Meeting,
whether or not you attend the Special Meeting in person, and regardless of the
number of shares you own. To be sure that your shares are represented, we urge
you to complete and return the enclosed proxy card as soon as possible. If you
attend the Special Meeting and wish to vote in person, the ballot that you
submit at the meeting will supersede your proxy.
Sincerely,
/s/ Barry Peters
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PROXY CARD
This proxy is solicited on behalf of the Board of Directors of SPORTS-TECH,
INC. for the Special Meeting of Shareholders to be held on ______________,
1995. The Board of Directors recommend a vote "FOR" the following management
proposal:
o CHANGE OF COMPANY'S NAME TO: ALL-COMM MEDIA CORPORATION
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Votes MUST be indicated by placing an "x" in one of the above boxes using black
or blue ink. The undersigned hereby appoints William Chaikin, H. William
Coogan, Jr., Barry Peters, E. William Savage, C. Anthony Wainwright, Seymour W.
Zises, and each of them, proxies, with full power of substitution, to vote all
shares of Common Stock of the undersigned in SPORTS-TECH, INC. at the Special
Meeting of Shareholders to be held on _________________, 1995, and at any
adjournment thereof, upon all subjects that may be property come before the
meeting including the company's name change to All-Comm Media Corporation. IF
SPECIFIC DIRECTIONS ARE NOT GIVEN WITH RESPECT TO THE COMPANY'S NAME CHANGE OR
ANY OTHER MATTERS TO BE ACTED UPON AT THE SPECIAL MEETING AND THIS PROXY CARD
IS SIGNED AND RETURNED, THE PROXIES WILL VOTE IN ACCORDANCE WITH THE BOARD'S
RECOMMENDATION (I.E., FOR THE NAME CHANGE) AND ON ANY OTHER MATTER THAT MAY
PROPERLY COME BEFORE THE MEETING.
[ ] Check this box if you wish to appoint a person or persons to act as your
proxy other than the members of the company's Board of Directors and name your
alternative proxy or proxies:
________________________________________________________________________________
This person or these persons must attend the Special Meeting and must bring
this executed proxy card to be presented at the time the vote is called.
Please date and sign exactly as your name or names appear on this proxy card.
If the shares are held jointly, each shareholder should sign. If signing as an
executor, trustee, administrator, custodian, guardian, corporate officer, or
pursuant to a power of attorney, please include full title below.
Date: _______________________ __________________________
__________________________
[ ] Check this box if you have either a change of address or comments, please
note the same below or on the reverse side of this proxy card.
