<PAGE>
As filed with the Securities and Exchange Commission on December 29, 1997
Registration No
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
CUSTOMER SPORTS, INC.
(Exact name of registrant as specified in its charter)
_________________________
Utah 87-0282745
(State or other jurisdiction
of incorporation or organization) (I.R.S. Employer Identification No.)
_________________________
445 Marine View Drive, Suite 260, Del Mar, California 92014
(619) 481-2400
(Address of Registrant's principal offices, including Zip code and Phone Number)
_________________________
Compensation Agreements Between Registrant and
John Vanover, Robert C. Brehm Consulting, Inc., Roy Meadows
(Full title of the Plan)
Edmund J. Irvine, Jr.
445 Marine View Drive, Suite 260, Del Mar, California 92014
(619) 481-2400
(Name, address and telephone number of agent for service)
_________________________
COPIES TO:
Carmine J. Bua, III
3838 Camino Del Rio North, Suite 333
San Diego, CA 92108-1789
_________________________
Approximate Date of Proposed Sale to the Public
As soon as practicable after this Registration Statement becomes effective.
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Aggregate Offering Aggregate Registration
Price Per Share Offering Price Fee (1)
<C> <C> <C> <C> <C>
__________________ ____________ ___________________ _______________ ____________
Common Stock, $.01
Par Value(1) 4,450,000 $.14 $623,000 $188.79
</TABLE>
(1) Estimated solely for the purpose of calculating the amount of registration
fee pursuant to Rule 457 on the basis of the closing bid price of the Common
Stock of the Registrant as traded in the Over-The-Counter Market and reported in
the Electronic Bulletin Board of the National Association of Securities Dealers
on December 29, 1997.<PAGE>
CSI VENTURE FUNDING INC.
CROSS REFERENCE SHEET REQUIRED BY ITEM 501(b) OF REGULATION S-K
<TABLE>
<CAPTION>
Form S-8 Item Number
and Caption Caption in Prospectus
______________________________________ _______________________________________
<S> <C> <C>
1. Forepart of Registration Statement Facing Page of Registration
and Outside Front Cover of Prospectus Statement and Cover Page of Prospectus
Front Cover Page of Prospectus
2. Inside Front and Outside Back Outside Inside Cover Page of Prospectus
Cover Page of Prospectus and Outside Cover Page of
Prospectus, Available Information,
Reports to Shareholders
3. Summary Information, Risk Factors Not Applicable
and Ratio of Earnings to Fixed
Charges
4. Use of Proceeds Not Applicable
5. Determination of Offering Price Not Applicable
6. Dilution Not Applicable
7. Selling Security Holders Sales by Selling Security Holders
8. Plan of Distribution Cover Page of Prospectus and Sales by
Selling Security Holders
9. Description of Securities to be
Registered Description of Securities
10. Interests of Named Experts and
Counsel Legal Matters
11. Material Changes Not Applicable
12. Incorporation of Certain Information Incorporation of Certain Documents
by Reference by Reference
13. Disclosure of Commission Position on Indemnification of Directors
Indemnification for Securities Act and Officers; Undertakings
Liabilities
</TABLE>
DATED : December 29, 1997<PAGE>
PROSPECTUS
CUSTOMER SPORTS, INC.
4,450,000 Shares of Common Stock
ISSUED PURSUANT TO THE COMPENSATION AGREEMENTS WITH CERTAIN
CONSULTANTS AND THE EXERCISE OF OPTIONS UNDER
THE COMPANY'S CONTRACT WITH JOHN VANOVER AND ROY MEADOWS
This prospectus is part of a Registration Statement which registers an
aggregate of 4,450,000 shares of Common Stock, $.01 par value (such shares being
referred to as the "Shares"), of CUSTOMER SPORTS, INC., (the "Company")
1,000,000 of which will be sold by the Company from time to time, or at any one
time, in negotiated transactions as compensation in lieu of cash pursuant to
Compensation Agreements and a Contract which are in payment of services
previously rendered, or to be rendered, from various consultants to the Company.
An additional 3,450,000 shares may be issued upon exercise of certain options,
as set forth herein, to John Vanover a consultant to the Company pursuant to a
written Contract dated December 21, 1997 and Roy Meadows, a consultant to the
Company pursuant to a written Contract dated December 29, 1997 providing for the
issuance of such options (such options being hereafter collectively referred to
as the "Options"). Said recipients of such stock may be referred to hereafter
as "Selling Security Holders." The Company will pay the costs of registering
the Shares under the Securities Act. The Company will not receive any proceeds
from the sale of 1,000,000 of the Shares, but will benefit from the services
rendered under the Compensation Agreements.
The Company has been advised by the Selling Security Holders that they may
sell all or a portion of the Shares from time to time in the Bulletin Board
market, in negotiated transactions, directly or through brokers or otherwise,
and that such shares will be sold at market prices prevailing at the time of
such sales or at negotiated prices, and the Company will not receive any of the
proceeds from such sales. As of December 29, 1997, the Common Stock is traded
through the Over The Counter Market and is quoted on the Electronic Bulletin
Board under the symbol "CTMR" and the closing bid price for the common stock was
$.14 per share. The Company's principal executive is located at 445 Marine View
Avenue, Suite 260, Del Mar, CA 92014, phone 619-481-2400.
No person has been authorized by the Company to give any information or to
make any representations other than as contained in this Prospectus, and if
given or made, such information or representation must not be relied upon as
having been authorized by the Company. Neither the delivery of this Prospectus
nor any distribution of the Shares issuable under the terms of the Agreement
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED ON THE ACCURACY OR ADEQUACY OF
THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SECURITIES IN ANY STATE TO
ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH STATE.
The date of this Prospectus is December 29, 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information filed with the Commission can be inspected and
copied at the public reference facilities of the Commission at 450 Fifth Street
NW, Washington D.C., 20549. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the Commission. The address of such site
is "http://www.sec.gov".
The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Act"), with respect to the resale of up to an aggregate of 4,450,000
shares of the Company's Common Stock offered by this Prospectus, reference is
made to the Registration Statement, including the exhibits thereto. Statements
in this Prospectus as to any document are not necessarily complete, and where
any such document is an exhibit to the Registration Statement or is incorporated
by reference herein, each such statement is qualified in all respects by the
provisions of such exhibit or other document, to which reference is hereby made
for a full statement of the provisions thereof. A copy of the Registration
Statement, with exhibits, may be obtained from the Commission's office in
Washington D.C. (at the above address) upon payment of the fees prescribed by
the rules and regulations of the Commission, or examined there without charge.
REPORT TO SHAREHOLDERS
The Company intends to furnish to its shareholders annual reports
containing audited financial statements together with an opinion with respect
thereto by its independent certified public accountants.
SALES BY SELLING SECURITY HOLDERS
The following table sets forth the name of the Selling Security Holder, the
amount of shares of Common Stock to be issued to the Selling Security Holder,
the amount of Common Stock to be owned by the Selling Security Holder following
sale of such shares and the percentage of shares of Common Stock to be owned by
the Selling Security Holder following completion of such offering (based upon
14,036,790 common shares outstanding as of December 29, 1997, and 18,486,790
after this offering). As soon as reasonably practicable, after the filing of
this Registration Statement, the Shares to which this Prospectus relates will be
issued by the Company from time to time, or at any one time, as compensation
pursuant to negotiated Compensation Agreements and Contracts. Unless otherwise
indicated, each of the stockholders has sole voting and investment power with
respect to shares beneficially owned. Upon issuance, all Shares will be, duly
authorized, validly issued, fully paid and nonassessable. All Shares are not
subject to the provisions of the Employee Retirement Income Security Act of 1974
and shall not have any restrictions on resale. See also "Description of
Securities".
<TABLE>
<CAPTION>
Name of Selling Number of Shares to Common Shares Percent to
Security Holder Common be Offered to be Owned be Owned
Shares Owned After After
Offering (1) Offering
___________________ _____________ ____________ _______________ ____________
<S> <C> <C> <C> <C>
John Vanover (2) 0 500,000 0 None
___________________ _____________ ____________ _______________ ____________
Robert C. Brehm
Consulting, Inc. 0 250,000 0 None
___________________ _____________ ____________ _______________ ____________
Roy Meadows (3) 0 3,700,000 0 None
___________________ _____________ ____________ _______________ ____________
Total 4,450,000 0
___________________ _____________ ____________ _______________ ____________
</TABLE>
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares of Common Stock subject to options,
warrants and convertible notes currently exercisable or convertible, or
exercisable or convertible within sixty (60) days are deemed outstanding for
computing the percentage of the person holding such options but are not deemed
outstanding for computing the percentage of any one person. Except as indicated
by footnote, and subject to community property laws where applicable, the
persons named have sole voting and investment power with respect to the shares
of Common stock shown as beneficially owned by them.
(2) Includes 250,000 shares and shares underlying a currently exercisable
option to purchase 125,000 shares of the Company's common stock exercisable at a
price of $.15 per share and 125,000 at $.30 per share.
(3) Includes 500,000 shares and shares underlying a currently exercisable
option to purchase 3,200,000 shares of the Company's common stock exercisable at
various prices ranging from $.075 to $.175 per contract for advisory and
consulting services.
<PAGE>
DESCRIPTION OF SECURITIES
All of the 4,450,000 shares of Common Stock, par value of $.01 per share (the
"Common Stock"), offered hereunder are being offered by CUSTOMER SPORTS, INC.
As of December 29, 1997, the Common Stock is traded through the Over The Counter
Market and, on this date, the bid price, as quoted on the Electronic Bulleting
Board, was $.14 per share.
The authorized capital stock of the Company consists of 50,000,000 shares of
Common Stock, $.01 par value and 5,000,000 shares Preferred Stock, no par value.
The following summary of certain terms of the Common and Preferred Stock does
not purport to be complete and is subject to, and qualified in its entirety by,
the provisions of the Company's Certificate of Incorporation and By-Laws, which
are included as exhibits to the Registration Statement of which this Prospectus
is a part, and the provisions of applicable law.
Common Stock
As of December 29, 1997, there are 14,036,790 shares of Common Stock
outstanding. Holders of Common Stock are entitled to one vote for each share
held of record on all matters submitted to a vote of the stockholders. Holders
of Common Stock are entitled to receive ratably such dividends as may be
declared by the Board of Directors out of funds legally available therefor. In
the event of a liquidation, dissolution or winding up of the Company, holders of
Common Stock are entitled to share ratably in all assets remaining after payment
of liabilities and the liquidation preference of any then outstanding Common
stock, if any. Holders of Common Stock have no right to convert their Common
Stock into any other securities. The Common Stock has no preemptive or other
subscription rights. There are no redemption or sinking fund provisions
applicable to the Common Stock. All outstanding shares of Common Stock are, and
the Common Stock to be outstanding upon completion of this Offering will be,
duly authorized, validly issued, fully paid and nonassessable.
Preferred Stock
The Board of Directors has the authority, without further action of the
stockholders, to issue up to 5,000,000 shares of Preferred Stock, no par value,
as follows :
The Board of Directors of the Company has authority to issue all or a portion of
the authorized but unissued preferred stock in one or more series and to fix the
rights, preferences, privileges and restrictions thereof, including dividend
rights, conversion rights, voting rights, terms of redemption, liquidation
preferences and the number of shares constituting any series or the designation
of such series. The issuance of Preferred Stock could adversely affect the
voting power of holders of Common Stock and could have the effect of delaying,
deferring or preventing a change in control of the Company.
Trading Status
The Company is quoted on the Over The Counter Bulletin Board and trades under
the symbol "CTMR".
Transfer Agent
The Transfer Agent for the shares of Common Stock is American Registrar and
Transfer, 10 Exchange Place, Suite 705, Salt Lake City, UT 84111.
LEGAL MATTERS
Certain legal matters in connection with the securities being offered hereby
were reviewed for the Company by Carmine J. Bua, III, 3838 Camino Del Rio North,
Suite 333, San Diego, CA 92108-1789.<PAGE>
PART II
Item 3. Incorporation of Documents by Reference
_______ _______________________________________
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference and made a part
hereof :
a. The Company's Annual Report on Form 10-KSB filed for the year ended July 31,
1997; the Company's quarterly report on Form 10-QSB for the quarter ending
October 31, 1997; and all other reports, if any, filed by the Company pursuant
to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year
ended July 31, 1997. A registration statement on Form S-8, respecting the
registration of shares of the common stock of the Company issued under the
employee benefit plans named on the front cover page of the registration
statement was filed with the Securities and Exchange Commission on December 29,
1997.
b. All reports and documents filed by the Company pursuant to Sections 13, 14 or
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the respective
date of filing such documents. Any statement 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 or is deemed to be incorporated by reference herein,
modifies or supersedes such statement. Any statement modified or superseded
shall not be deemed, except as so modified or superseded, to constitute part of
this Prospectus.
The Company hereby undertakes to provide without charge to each person,
including any beneficial owner, to whom a copy of this Prospectus has been
delivered, on the written or oral request of such person, a copy of any or all
the documents referred to above which have been or may be incorporated in this
Prospectus, other than exhibits to such documents. Written requests for such
copies should be directed to Corporate Secretary, 445 Marine View Drive, Suite
260, Del Mar, CA 92014.
Item 4. Description of Securities
_______ _________________________
The class of securities to be offered is registered under section 12(g) of the
Securities Exchange Act of 1934, as amended. A description of the Registrant's
securities is set forth in the Prospectus incorporated as part of this
Registration Statement.
Item 5. Interests of Named Experts and Counsel
_______ ______________________________________
None.
Item 6. Indemnification of Officers and Directors
_______ _________________________________________
The Company's Bylaws and the Utah General Corporation Law provide for
indemnification of directors and officers against certain liabilities. Officers
and Directors of the Company are indemnified generally against expenses actually
and reasonably incurred in connection with proceedings, whether civil or
criminal, provided that it is determined that they acted in good faith, were not
found guilty, and, in any criminal matter, had reasonable cause to believe that
their conduct was not unlawful.
The Company's Certificate of Incorporation further provides that a director of
the Company shall not be personally liable for monetary damages of the Company
or its shareholders for breach of any fiduciary duty as a director, except for
liability (I) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
misconduct or a knowing violation of law; (iii) for the lawful payments of
dividends or stock redemption by the Company or (iv) for any transaction from
which the director derives an improper personal benefit.
Item 7. Exemption from Registration Claimed
_______ ___________________________________
Inasmuch as the Consultants and vendors who received the Shares of the
Registrant were knowledgeable, sophisticated and had access to comprehensive
information relevant to the Registrant, such transactions were undertaken in
reliance on the exemption from registration provided by Section 4(2) of the Act.
Item 8. Exhibits
________
Exhibit # Description
5 Opinion of Carmine J. Bua, III consent included,
relating to the issuance of the shares of
securities pursuant to the Compensation Agreements.
23.1 Consent of Carmine J. Bua, III.
23.2 Consent of Independent Auditors, Schvaneveldt & Co.,
Salt Lake City, UT.
Item 9. Undertakings
____________
(a) The undersigned registrant hereby undertakes :
(1) To file, during any period in which offers or sales are being made, a post
effective amendment to this registration statement :
(I) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
(iii) 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;
provided, however, that paragraphs (a)(1)(I) and (a)(1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8, and the information
required to be included in the post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the registration statement.
(2) That for the purpose of determining the liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities offered 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.<PAGE>
(b) The undersigned registrant hereby undertakes that, for purposes of
determining the liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) 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 the time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than payment by 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 its counsel that matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against policy expressed in
the Act and will be governed by the final adjudication of such issue.
<PAGE>
SIGNATURES
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 Del mar, CA
on December 29, 1997.
CUSTOMER SPORTS, INC.
By: /s/ Edmund J. Irvine, Jr.
___________________________
Edmund J. Irvine, Jr. Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, the following
persons in the capacities indicated on December 29, 1997 have signed the
registration statement below
/s/ Edmund J. Irvine, Jr.
____________________________ Chief Executive Officer and Director
Edmund J. Irvine, Jr.
/s/ S. Michael Sharp
____________________________ Chief Financial Officer and Director
S. Michael Sharp
/s/ Richard Mangerelli
____________________________ Director
Richard Mangerelli
/s/ Alan D. Margulis
____________________________ Director
Alan D. Margulis
/s/ Michael H. O'neal
____________________________ Director
Michael H. O'neal
/s/ Dennis Altbrandt
____________________________ Director
Dennis Altbrandt
/s/ Gary A. Stougaard
____________________________ Director
Gary A. Stougard
Being all the members of the Registrant's Board of Directors<PAGE>
<PAGE>
EXHIBIT 5
Opinion of Carmine J. Bua, III relating to
issuance of shares of securities pursuant to the above Compensation Agreements
Law Offices of
Carmine J. Bua, III
3838 Camino Del Rio North, Suite 333
San Diego, CA 92108-1789
December 29, 1997
Securities and Exchange Commission
450 Fifth Street, NW Judiciary Plaza
Washington, DC 20549
RE : Legal Opinion for CUSTOMER SPORTS, INC.
S-8 Registration Statement
Ladies and Gentlemen:
This office represents CUSTOMER SPORTS, INC., a Utah corporation (the
"Registrant") in connection with the Registrant's Registration Statement on Form
S-8 under the Securities Act of 1933 (the "Registration Statement"), which
relates to the registration of a total of 4,450,000 shares of the Registrant's
Common Stock issuable pursuant to "Compensation Agreements Between Registrant
and John Vanover, Robert C. Brehm Consulting, Inc., and Roy Meadows" for
performance of certain consulting and management services (the "Registered
Securities"). In connection with my representation, I have examined such
documents and undertaken such further inquiry as I consider necessary for
rendering the opinion hereinafter set forth.
Based on the foregoing, it is my opinion the Registered Securities, when
sold as set forth in the Registration Statement, will be legally issued, fully
paid and nonassessable.
I acknowledge that I am referred to under the heading "Legal Matters" in
the Prospectus which is part of the Registrant's Form S-8 Registration Statement
relating to the Registered Securities, and I hereby consent to such use of my
name in such Registration Statement and to the filing of this opinion as Exhibit
5 to the Registration Statement and with such state regulatory agencies in such
states as may require such filing in connection with the registration of the
Registered Securities for offer and sale in such states.
/s/ Carmine J. Bua, III<PAGE>
<PAGE>
EXHIBIT 23.1
CONSENT OF Carmine J. Bua, III
I hereby consent to the use in the Prospectus constituting part of the
Registration Statement on Form S-8 of my opinion dated December 29, 1997
relating to the registration of the Securities as therein defined, of CUSTOMER
SPORTS, INC., a Utah corporation, which is attached as Exhibit 5 therein.
December 29, 1997
/s/ Carmine J. Bua, III
<PAGE>
<PAGE>
EXHIBIT 23.2
Consent of accountant, Schvaneveldt & Co. relating to their Independent Auditors
Report incorporated by reference to the July 31, 1997 10-KSB
filed with the Securities and Exchange Commission
________________________________________________________________
CONSENT OF SCHVANEVELDT & CO.
The Board of Directors
CUSTOMER SPORTS, INC.
We consent to incorporation by reference in the registration statement
on Form S-8 of Customer Sports, Inc. of our report dated December 8, 1997,
relating to the balance sheet of CUSTOMER SPORTS, INC. as of July 31, 1997,
and the related statements of operations, changes in stockholders deficit,
and cash flows for the year then ended, which report appears in the July 31,
1997 annual report on Form 10-KSB of CUSTOMER SPORTS, INC.
Salt Lake City, Utah
December 29, 1997
/s/ Schvaneveldt & Company
<PAGE>
