<PAGE>
PROXY STATEMENT
FOR
SPECIAL MEETING OF SHAREHOLDERS
OF
CUSTOMER SPORTS, INC.
2820 La Mirada Drive, Suite H
Vista, California 92083
To Be Held Friday, May 26,2000
A Special Meeting of the Shareholders of Customer Sports, Inc., (The
"Company") is scheduled for Friday, May 26, 2000 at 10:00 A.M. The purpose
of the meeting is:
1. To consider and vote upon electing the nine (9) member slate to the
Company's Board of Directors for its 2000-2001 fiscal year;
2. To consider and vote upon an amendment to the Company's Articles of
Incorporation authorizing the Board to exchange up to one (1) new
share of common stock ($0.00 par value) for each ten (10) shares of
common stock ($0.00 par value) outstanding as of the effective date of
the proposed exchange;
3. To consider and vote upon an amendment to the Articles of
Incorporation to change the name of the Corporation from "Customer
Sports, Inc." to Member Golf Associates, Inc."
4. To consider and vote upon appointing Schvaneveldt & Co. As the
Company's auditor for the fiscal years ending July 31, 2000 and July
31, 2001;
5. Transacting such other business as may properly come before the
meeting.
The Board of Directors of the Company hereby solicits the enclosed
Proxy. This solicitation is being made by mail, and may also be made by the
Directors, Officers and Employees of the Company. Any Proxy given pursuant
to this solicitation may be revoked by the Shareholder at any time prior to
the voting of the Proxy.
Shares represented by the Proxies will be voted as specified in such
Proxies. In the absence of specified instructions, Proxies received by the
Board of Directors will be voted in favor of all of the proposals.
The cost of soliciting Proxies will be borne by the Company. In
addition to a Solicitation by mail, certain officers and employees of the
Company, who will receive no additional compensation for these services,
may solicit proxies in person, by telephone, or electronically. This Proxy
Statement and accompanying Form of Proxy are being mailed to the
shareholders on or about May 10, 2000.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and in
accordance therewith files reports, Proxy Statements, and other information
with the Securities and Exchange Commission (the "Commission"). Such
reports, Proxy Statements, and other information can be inspected and
copied at the public reference section of the Commission at 450 Fifth
Street NW, Room 1024, Washington DC, 20549; at the Commission's regional
offices, including those located at Room 1028, Jacob K. Javitz Building,
26 Federal Plaza, New York, New York, and at room 1204, Everitt McKinley
Dirkson Building, 219 S. Dearborn Street, Chicago, Illinois as well as the
Federal Building located at 5757 Wilshire Boulevard, Suite 500 East, Los
Angeles, California 90036. This Proxy Statement does not contain all of
the information set forth in the Company's reports which have been filed
with the Commission.
</Page>
<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
-----------------------------------
This Proxy Statement incorporates documents by reference that may or
may not be discussed herein. The following documents are hereby
incorporated by reference and made part of this Proxy Statement:
1. Annual Report to Shareholders on Form 10-K for the fiscal year
ended July 31,1999. Form 10Q for the periods ended October 31,
1999, January 31, 2000 and April 30, 2000.
2. An Executive Summary of the Business Plan for the Company
3. Summation of the Activities and Results of Board decisions since
the last Shareholders Meeting.
4. All documents filed by the Company pursuant to Sections 13 or
15(d) of the Exchange Act subsequent to the date of this Proxy
Statement and Prospectus and prior to the holding of the Special
Meeting.
Any statement contained in a document incorporated, or deemed to be
incorporated by reference into this Proxy Statement, to the extent that a
statement contained herein or in any other subsequently filed document that
also is or is deemed to be incorporated by reference, herein modifies or
supersedes such statement. Any statement so modified or superseded shall
not be deemed to constitute a part of this Proxy Statement, except to the
extent so modified or superseded.
This Proxy Statement incorporates documents by reference that are not
presented herein or delivered herewith. These documents are available
without charge upon written request of any shareholder made to Edmund J.
Irvine, Jr. 2820 La Mirada Drive, Suite H, Vista, California 92083, or by
telephone to the Company at (760) 597-5770. To insure timely delivery of
such documents and information, any requests should be made by May 20,
2000.
2
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<PAGE>
TABLE OF CONTENTS
-----------------
SUMMARY
Special Meeting of Shareholders of Customer Sports, Inc.
Additional Matters to be Considered at the Meeting
INTRODUCTION
ELECTION OF DIRECTORS
The Board Slate
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
ADOPTION OF AMENDMENTS TO ARTICLES OF INCORPORATION
Change of Corporate Name from "Customer Sports, Inc." to "Member Golf
Associates Incorporated"
Up to a 1:10 Reverse Split of Existing Shares
Authorized shares to Remain at 50,000,000
APPOINTMENT OF AUDITOR FOR FISCAL YEARS 2000-2001
VOTING OF PROXIES
SHAREHOLDER PROPOSALS
3
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<PAGE>
SUMMARY
---------
The following is a summary of certain information contained elsewhere
in this Proxy Statement. This Summary is qualified in its entirety by the
more detailed information contained herein, and the exhibits hereto, and
the documents referred to herein, to which reference is made for a complete
statement of the matters discussed in this summary. The summary is not
intended to be complete and is qualified in all respects by reference to
the documents summarized and the more detailed information set forth
elsewhere herein. Certain capitalized terms used in this summary are
defined elsewhere in this Proxy Statement.
SPECIAL MEETING OF SHAREHOLDERS OF CUSTOMER SPORTS, INC.
- --------------------------------------------------------
The Special Meeting of Shareholders of the Company will be held at the
Company's offices located at 2820 La Mirada Drive, Suite H, Vista,
California 92083 on Friday, May 26, 2000 at 9:00 A.M. Pacific Standard
Time. At the Special Meeting, the Company's Shareholders will be asked to:
1. Elect the Company's Board of Directors for its 2000-2001 fiscal years;
2. Consider and vote upon amendments to the Articles of Incorporation
including changing the name of the Corporation from "Customer Sports,
Inc." to "Member Golf Associates";
3. Authorize a reverse split of the Company's common stock;
4. Consider other business as may properly come before the meeting.
Holders of Record of the Company's common stock at the close of business on
May 19, 2000 (the "Record Date"), will be entitled to notice of and to vote
at the Special Meeting.
ADDITIONAL MATTERS TO BE CONSIDERED AT MEETING
- ----------------------------------------------
Election of Directors
---------------------
In addition to voting on the approval of the Merger, the Company's
shareholders will be asked to vote upon the election of nine (9) directors
of the Company to serve for the Company's 2000-2001 fiscal years. The Board
of Directors recommends that shareholders vote FOR each of the nominees for
Directors listed in this Proxy Statement.
Change of Corporate Name
------------------------
Shareholders will be asked to approve a name change for the
Corporation. Said name shall be changed from "Customer Sports, Inc." to
"Member Golf Associates Incorporated" to more accurately reflect the
Company's direction and focus.
The Board of Directors recommends that each shareholder vote FOR
approval of the name change for the Corporation.
4
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<PAGE>
Amendment of Articles of Incorporation
- --------------------------------------
Shareholders will be asked to approve an amendment to the Company's
Articles of Incorporation whereby the Company will issue one (1) new share
of $0.01 par value common stock for up to each ten (10) shares of existing
$0.01 par value common stock outstanding at the discretion of the Board.
The exact amounts, dates for entitlement, and issuance shall be determined
by the Board of Directors. The number of shares authorized shall remain
unchanged at 50,000,000.
The Board of Directors recommends that each shareholder vote FOR
approval of the amendments to the Articles of Incorporation. See
"Amendment to Articles of Incorporation".
In addition, the shareholders will be asked to approve Schvaneveldt &
Co. as auditors for the fiscal year ending July 31, 2000 and July 31, 2001.
5
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<PAGE>
INTRODUCTION
-------------
This Proxy Statement is furnished in connection with the solicitation
of Proxies by the Board of Directors of the Company for use at the annual
meeting of shareholders to be held at the Company's offices at 2820 La
Mirada Drive, Suite H, Vista, California 92083 on Friday, April 21, 2000 at
9:00 A.M., Pacific Standard Time, and at any adjournment thereof.
All shares represented by properly executed Proxies received in time
will be voted at the meeting and, where the manner of voting is specified
on the Proxy, will be voted in accordance with such specifications. Shares
represented by properly executed Proxies on which no specification have
been made will be voted FOR the election of the directors named herein; FOR
approval of the re-incorporation and name change; FOR approval of the
amendments to the Company's Articles of Incorporation; and will be deemed
to grant discretionary authority to vote upon any other matters to properly
come before the meeting.
Any shareholder who executes and returns a Proxy may revoke it at any
time prior to the voting of the Proxies by:
Giving written notice to the Secretary of the Company;
By executing a later-dated Proxy; or,
By attending the meeting and giving oral notice to the Secretary of
the Company.
The Board of Directors of the Company has fixed the close of business
on May 19, 2000 as the Record Date for determining the holders of
outstanding shares of common stock entitled to notice of, and to vote their
interests at, the annual meeting. As of April 25, 2000, there were
42,207,703 shares of common stock outstanding. Each such share of common
stock is entitled to one vote at the meeting.
DESCRIPTION OF SECURITIES
- -------------------------
Common Shares
-------------
As of the date of this Proxy Statement, the Company's Articles of
Incorporation authorize fifty million (50,000,000) shares of common stock,
with a par value of $0.01 per share.
Each share of the Company's common stock is entitled to participate
pro rata in dividends and distributions upon liquidation of the Company.
There are no preemptive or conversion rights, redemption provisions, or
sinking fund provisions relating to the common stock. The outstanding
shares of common stock are fully paid and non-assessable.
The shares of common stock which will be issued upon completion of the
reverse split and warrant issuance will be fully paid and non-assessable
when issued pursuant to the terms of the change to the Articles of
Incorporation and the Warrant.
Each share of common stock is entitled to one vote for all purposes,
and cumulative voting is not permitted in the election of Directors.
Significant corporate transactions, such as mergers, sales of assets, and
dissolution, along with other corporate matters to be voted upon by the
holders of the common stock, require approval by the affirmative vote of a
majority of the outstanding shares of common stock.
6
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<PAGE>
Other matters to be voted upon by the holders of the common stock
normally require an affirmative vote of the majority of the voting power of
all shares present at a particular Shareholder's Meeting.
The rights of holders of the Company's common stock may become subject
in the future to prior or superior rights and preferences in the event the
Board authorizes the issuance of shares of preferred stock.
Preferred Shares
----------------
In 1997, the shareholders authorized the creation and issuance of
5,000,000 preferred shares to be issued when, as and if authorized by the
Board of Directors and prices and terms determined by the Board. To date,
no shares have been issued.
COMPANY'S OPERATING SUBSIDIARIES
- --------------------------------
Since 1982, the Company has made numerous attempts at its restoration
as an operational entity either in the oil and gas business or in the golf
business.
The Company has incorporated two operating subsidiaries: Community
Golf Centers and Bigtopgolf.com. At its Board meeting in February of 2000,
the Board voted unanimously to pursue the affinity market represented by
alumni associations, fraternal and religious organizations and others. The
strategy was to create a separate member-driven purchasing club wherein
revenue streams would be shared with the sponsoring organizations. It was
the Board's intention to continue the operating subsidiaries while the
member driven company became operational. The focus on the activity
resulted in the proposed re-naming of the company.
Its emphasis will be on the sale of golf and related merchandise and,
later, spread to non-golf merchandise and services. The Company has
reserved the domain names "Membergolf.net" and Membergolf.org". for the
endeavor.
COMMUNITY GOLF CENTERS
----------------------
Community Golf is a driving range management and promotion company. It
has conducted successful operations in both Temecula and in Rancho
Cucamonga, California. Citadel Capital Management provided funds for the
search and acquisition of range sites. Community Golf is currently
continuing work on two acquisitions and a contract for the construction and
management of an 18-hole executive course and driving range in Highland,
California. It has no ranges in operation as of close business on April 30,
2000.
Bigtopgolf.com was created to operate retail golf facilities both at
the Community Golf Centers sites and independently. It was funded by funds
provided by Citadel Capital Management. Its initial business was focused on
event sales of short duration at both golf and non-golf facilities. The
results of early operations exposed major weaknesses in the underlying
assumptions and the Company elected to conduct retail operations in more
permanent locations while still specializing in merchandise close-outs, new
merchandise introductions and pre-owned pro-line equipment.
Bigtop was to enroll members at its event sales however, it has
elected to abandon that strategy and to pursue its member based
organization through a completely separate entity Membergolf.net.
7
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<PAGE>
INDEMNIFICATION
----------------
Unless prohibited or limited by its Articles of Incorporation or by
applicable law, the Company will indemnify its directors, officers,
employees and agents against judgments, expenses, and other costs incurred
by them in connection with any proceeding or lawsuit to which they might
become parties as a result of their position with the Company. In general,
however, such person seeking indemnification may not be indemnified under
Utah law unless such person has acted in good faith, received no improper
personal benefit, and reasonably believed his or her conduct was in the
best interest of the Company.
CONDUCT OF BUSINESS OF SUBSIDIARIES
-----------------------------------
The Company will continue to analyze and examine its remaining oil and
gas properties particularly in light of their impact on the usage of the
Company's losses and their application to future profits. The examination
and analysis will include a re-examination of existing working interests
and operating agreements, seeking the advice of an independent petroleum
engineer concerning the value of these properties and an examination of
anticipated future costs of maintaining and or exploiting the Company's
present oil and gas properties.
FEDERAL INCOME TAX CONSEQUENCES
--------------------------------
Management of the Company has analyzed the Operating Loss Carry
Forward and the ownership of the Company's stock and believes that the
Company's net operating losses carry forward for federal income tax
purposes will remain available to offset future net income received by the
Company from its operations. Management believes that the Company will
remain entitled to use such benefits because of its continuing interest in
the oil and gas business. Nevertheless, if the facts on which such tax
treatment is based become untrue, or for any other reason, the Company
could lose the benefit of some or all of its net operating loss carry
forward. Management believes that the creation of the subsidiaries will not
result in an increase in percentage stock ownership such that the
availability of the net loss carry forward will be endangered.
The Company has not received nor requested a ruling from the Internal
Revenue Service regarding this matter. It has, however sought an update of
the opinion rendered in 1989 by the same accountant who did the original
work.
8
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<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION OF THE COMPANY.
----------------------------------------------------------------
(a) In General
During Fiscal Year 1999, the Company continued to experience severe
financial difficulties during the period. These were occasioned by lack of
capital to pursue or exploit business opportunities that arose or by
capital that had been committed but never materialized. During the first
three quarters of the current fiscal year, despite available capital, the
Company was unable to generate sustained profitable activity. It operates a
retail facility in northern San Diego County and seeks additional sites. It
is close to operating several driving ranges and it continues to pursue the
Membergolf.net activity with affinity groups.
In April, the Company was informed that the Tailhook Association of
Naval Aviation agreed to a relationship with the Company. Several other
organizations have professed interest in the activity.
In February, the Company learned that it had been suspended as an
operating entity in November of 1999 for failure to file and pay taxes
during a specific period. The Corporation is in good-standing in Utah and
its subsidiaries are in good standing in both Nevada and California.
Management commenced corrective actions immediately and a return to good
standing is imminent.
In January, the Company learned that trading of its shares was moved
from the OTC Bulletin Board to the OTC Pink Sheets. A mis-statement
contained in the Company's 8K filing of November 1999 triggered the event
and management has been working with both the NASD and its market makers to
restore trading on the Bulletin Board.
(b) Liquidity and Capital Commitments
The Company's Total Stockholders' Equity at the end of the 1999 Fiscal
Year was ($508,545) as compared to ($451,984) for Fiscal Year 1998, a loss
of $ 56,561 caused principally by operating costs, reserves for depletion,
and the new business startup.
The Company has been profitable only once since it filed its initial
Registration Statement with the Securities and Exchange Commission in
November 1982. Also, the Company has not always generated adequate cash
flow from its assets to pay all of its existing obligations on a timely
basis. The main source of operating revenues from oil and gas operations
has been generated from the Company's interests in eleven (9) producing gas
wells in Texas. The wells are producing from $0 to $3.000 in net revenues
monthly. These revenues are pledged to secure a $75,000 loan that the
Company entered into to enter the golf business. The funds were from
private individuals.
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<PAGE>
The Company's present management is under contract with provisions for
salary deferral. The Company maintains offices at 2820 La Mirada Drive,
Vista, California 92083 at a cost of $2,500 per month plus utilities until
January 2002. The Company is currently seeking a sub-tenant for the
warehouses of its Bigtop subsidiary located at 2820 La Mirada Drive, Suite
H, Vista, California, 92083. In addition, the Company's Bigtop subsidiary
leases a free-standing retail facility in northern San Diego County for
$2,750 per month. The lease was guaranteed by a member of the board of
Directors and the President of the Company.
(c) Results of Operations
The production income from oil and gas properties for Fiscal Year 1999
was $ 38,730 as compared to $37,825 for Fiscal Year 1998.
Bigtopgolf commenced operations in October 1999 and through December
31 of 1999 had sales of $ 127,735 Community Golf commenced operations in
October of 1999 but has yet to reach agreements with independent driving
ranges. MembersGolf.net commenced operations in February of 2000.
(d) Effect of Inflation
The Company does not anticipate that inflation will have a material
impact on its operations. The rate of inflation in recent years has been
minimal. The Company believes that the Golf industry will continue to grow
as it has in the past.
ELECTION OF DIRECTORS
-----------------------
Nomination and Classification
- -----------------------------
The Company's Articles of Incorporation authorize one class of
directors. The term of service for the Company's directors is one year or
until their successors are duly elected and qualified.
All of the nominees for directors are currently members of the Board
of Directors. Messrs. Sharp, Irvine, and O' Neal were elected by the
shareholders. All nominees have agreed to stand for election at the annual
meeting. All Proxies will be voted in favor of the nine (9) nominees,
unless a contrary choice is specified on the Proxy. If, prior to the annual
meeting, the Board of Directors learns that any nominee will be unable to
serve by reason of death, incapacity, or other unexpected occurrence, the
Proxies which would have otherwise been voted for such nominee will be
voted for a substitute nominee, if any, selected by the Board.
Information About Nominees
- --------------------------
The nominees, their principal occupations, and certain other
information regarding the nominees set forth below is based on information
furnished to the Company by the respective nominees.
Edmund J. Irvine, Jr. Chairman of the Board/CEO of Customer Sports
- ------------------------------------------------------------------
Mr. Irvine has been a director of Customer Sports since 1986 and CEO since
1989.
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<PAGE>
He is a graduate of the Wharton School of Business of the University of
Pennsylvania and the New York Institute of Finance. He was a Naval Aviator
in the United States Marine Corps during the Vietnam War. He spent nearly
twenty five years in an executive capacity in investment banking and
brokerage with Shearson Hammill, Prudential Securities and Sutro & Co. as
well as seven years with his own brokerage firm. He has initiated and
managed three successful start-ups prior to Customer Sports and has been
associated with finance and banking since 1967
S. Michael Sharp, PhD, Secretary of Customer Sports
- ---------------------------------------------------
Senior Vice President, Operating Officer and Corporate Secretary Mr. Sharp
is a graduate of Chapman University, the University of North Dakota, the
Amos Tuck School of Business at Dartmouth College and California Coast
University. He taught management and communications at several major
universities. For the last fifteen years, he has guided development stage
companies, helping them emerge as profitable public companies. Immediately
prior to joining Customer Sports, he served as Vice President of
Intelligent Surgical Lasers, Inc.
Michael H. O'Neal
- ------------------
Mr. O'Neal is a shareholder and officer in the firm of First Albany
Corporation a firm specializing in municipal finance. He is a General
Securities Principal with over 28 years of experience. He was a partner in
the Los Angeles securities firm of Crowell Weeden & Co., Inc. Mr. O'Neal is
a former Director of the Los Angeles Municipal Bond Club and has served or
headed Boards of other organizations.
Dennis W. Altbrandt
- -------------------
Mr. Altbrandt is a business consultant in the data and electronics
business. He is the former President and CEO of Voice It Communications, a
publicly held company in the hand held voice communications field. He has
been a partner in two venture capital firms and was a founder and CEO of
Sunward Technologies a $200 million company. Mr. Altbrandt was with Price
Waterhouse, Accountants for nine years. He has been Chief Financial Officer
at several major companies and Chief Executive Officer at two others. He
graduated with a degree in accounting from Syracuse University and
completed all MBA course work at the University of San Francisco.
Mr. Richard Mangiarelli
- -----------------------
Mr. Mangiarelli is president and CEO of Cybertel Communications, a publicly
held communications company specializing in telephony over the Internet
that works with affinity groups. He is a retired Colonel from the United
States Marine Corps and has served as CEO of publicly held companies for
the last ten years. He has an Undergraduate degree from the University of
Connecticut and a Masters of Business degree from Pepperdine University.
Mr. Eldon R. Clawson
- --------------------
Mr. Clawson is a retired attorney and investor. Following a term with the
law firm of Gibson, Dunn and Crutcher, Mr. Clawson joined Bekins Van and
Storage as General Counsel. He became head of their most profitable, non
moving and storage division, the Business Services Group. He has served on
the board of a number of companies including firms engaged in franchising
and insurance brokerage. He is a graduate of the University of Arizona
School of law and received his Master of Law degree from the Columbia Law
School in New York City.
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Citadel Capital Management/ Nominee (2 Seats)
- ---------------------------------------------
Citadel Capital specializes in providing financial and administrative
assistance to both start-up and early-stage companies. At present, the
Company has assisted over 20 such companies, receiving equity, debt or some
combination thereof for its assistance.
G. Wendell Birkhofer
- --------------------
Mr. Birkhofer is President and CEO of New World Capital, an Investment
Banking and Specialty Finance firm in Santa Barbara, California. Mr.
Birkhofer has been in the securities and investment banking business for
nearly 40 years as a securities principal and officer of leading brokerage
firms. He is a graduate of the business school at Stanford University in
Palo Alto, California.
The Board of Directors
- -----------------------
The Board of Directors does not have a nominating committee. At its
Board Meeting in February of 2000, the Board established an audit committee
consisting of a representative of Citadel Capital and Dennis Altbrandt.
The Board of Directors has, in the past, not held regularly scheduled
quarterly meetings, but special meetings as required. During Fiscal Year
1999, the Company held five (5) meetings. Each incumbent Director attended
at least seventy five percent (75%) of the meetings.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- --------------------------------------------------------------
The following table sets forth certain information regarding ownership
of the Company's common stock as of the Record Date by (i) each person
known to the Company to own beneficially more than five percent (5%) of its
common stock, (ii) each director of the Company, and (iii) all directors
and officers as a group. Unless otherwise indicated, each person in the
table has sole voting and investment power as to the shares shown.
<TABLE>
<CAPTION>
Common Shares
Name and Address of Number Percent
Beneficial Owner Owned of Class
- ----------------------------- -------------------- --------------
<S> <C> <C>
Edmund J. Irvine, Jr. 11,649,100* 27.6%
1023 Reliance Way
Del Mar, California 92014
S. Michael Sharp, PhD 3,661.500* 8.7%
11339 Sorrento Valley Road #C
San Diego Calif. 92121
Citadel Capital Management 2,400,000* 4.2%
1128 Mission Street
South Pasadena, Calif. 91030
Richard Mangiarelli, Trustee 812,500* 1.9%
4320 LaJolla Village Drive, Ste.205
San Diego, Calif. 92122
13
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<PAGE>
Eldon Clawson 559,063* 1.3%
1286 Elk Place
Davis, California 95616
Dennis Altbrandt, Trustee 462,500* 1.1%
5300 Preserve Parkway South
Greenwood Village, Colo. 80121
Michael O' Neal 312,500* 0.7%
P.O. Box8912
Rancho Santa Fe, Calif. 92067
Directors and Officers 19,857,163* 44.9%
* Restricted Shares
Other Major Shareholders
Cede & Co. 5,185,756 12.3%
New York, New York 10002
Michael Pastore 3,000,000* 7.1%
2820 La Mirada Drive, Suite H
Vista, Calif. 92083
Roy Meadows 1,600,000 3.8%
Stockbroker Relations, Inc
Apopka, Florida
</TABLE>
AMENDMENT OF ARTICLES OF INCORPORATION
- --------------------------------------
At the annual shareholders meeting, the Company's shareholders will be
asked to consider and approve various amendments to the Company's Articles
of Incorporation. These include effecting a one for ten (1:10) reverse
split of the Company's common stock; and changing the name of the Company
from "Customer Sports, Inc." to "Member Golf Associates, Incorporated".
Copies of each of the proposed amendments are attached to this Proxy
Statement as Exhibit "B". The Company's management therefore recommends
that the shareholders vote FOR the amendment to the Company's Articles of
Incorporation.
The Company's non-issued preferred stock, would have a liquidation
preference to that of the common stock. At the present time, the Company
has not issued or distributed shares of the preferred stock.
Management believes that the Company's ability to offer preferred
stock may afford an excellent opportunity to enhance its balance sheet and
financial responsibilities.
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VOTING OF PROXIES AND EXPENSES
--------------------------------
The Board of Directors recommends an affirmative vote be cast in favor
of each of the proposals listed on the Proxy Card.
- ---------------------------------------------------------------------------
The Board of Directors knows of no other matters that might be brought
before the meeting that requires submission to a vote of the shareholders.
If any other matters are properly brought before the meeting, however,
persons named in the enclosed Proxy or their substitutes will vote in
accordance with their best judgment on such matters.
The Company will pay expenses incurred in connection with the
solicitation of Proxies. Proxies are being solicited principally by mail.
In addition, directors, officers, and regular employees of the Company may
solicit Proxies personally, or by telephone, for which they will receive no
consideration other than their regular compensation. The Company will also
request brokerage houses, nominees, custodians, and fiduciaries to forward
soliciting material to beneficial owners of common stock of the Company,
and will reimburse such persons for their reasonable expenses so incurred.
SHAREHOLDER PROPOSALS
- ---------------------
Shareholders wishing to present proposals for action by the
shareholders at this special meeting must present such proposals at the
principal offices of the Company not later than May 12, 2000. Due to the
complexity of the respective rights of the shareholders and the Company in
this area, any shareholder desiring to propose such an action is advised to
consult with his or her counsel. It is suggested that any such proposals be
submitted by certified mail. Return receipt requested.
By Order of the Board of Directors
/S/ Edmund J. Irvine, Jr.
-----------------------------------
Edmund J. Irvine, Jr.
President and Chairman of the Board
Dated: April 15, 2000
Vista, California
15
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OFFICIAL PROXY
CUSTOMER SPORTS, INC.
2820 La Mirada, Suite H
Vista, California 92083
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
-------------------------------------------------------------
The undersigned hereby appoints Edmund J. Irvine, Jr. and S. Michael Sharp
as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated below, all of the
Customer Sports shares held of record by the undersigned on May 19, 2000.
At the Special meeting of Shareholders to be held on Friday, May 26, 2000,
or any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL PROPOSALS
1. ELECTION OF DIRECTORS
FOR ALL NOMINEES listed below
----------
WITHHOLD AUTHORITY to vote for all nominees listed below
----------
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
MESSRS. ALTBRANDT, BIRKHOFER, CITADEL CAPITAL MANAGEMENT and or Nominee (2
Seats), CLAWSON, IRVINE, MANGIARELLI, O'NEAL, SHARP
1. PROPOSAL TO AMEND THE ARTICLES OF INCORPORATION as set forth in the
various amendments to the PROXY STATEMENT
FOR______ AGAINST______ ABSTAIN______
2. PROPOSAL TO APPOINT SCHVANEVELDT & CO. AS AUDITOR FOR THE FISCAL YEAR
2000-2001.
FOR______ AGAINST______ ABSTAIN______
3. OTHER MATTERS WHICH MAY COME BEFORE THE BOARD REQUIRING A VOTE.
FOR______ AGAINST______ ABSTAIN______
PLEASE SIGN EXACTLY AS THE NAME APPEARS BELOW
- ---------------------------------------------
(When Joint Tenants hold shares, both should sign. When signing as
attorney in-fact, administrator, trustee, or guardian, please give full
title as such. If a corporation, please sign the full corporate name "by"
its President (or other authorized officer). If a partnership, please sign
in partnership "by" the person so authorized to sign).
Dated _______________________, 2000. #
Shares________________________
__________________________________
________________________________
Signature Additional Signature as Required
Please mark, sign, and date this PROXY promptly and return same using the
enclosed envelope.
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