<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of The Securities
Exchange Act of 1934
(Amendment No. )
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
GLOBAL OUTDOORS, 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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(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 or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
-----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
-----------------------------------------------------------------------
5) Total fee paid:
-----------------------------------------------------------------------
[ ] Fee paid previously 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 registration
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
-----------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
-----------------------------------------------------------------------
3) Filing Party:
-----------------------------------------------------------------------
4) Date Filed:
-----------------------------------------------------------------------
<PAGE>
GLOBAL OUTDOORS, INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on Saturday May 20, 2000 at 7:00 P.M.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of
Global Outdoors, Inc. (the "Company"), will be held at the Primadonna Casino
Resorts, 31900 Las Vegas Boulevard South, Primm, Nevada 89101, telephone number
(702) 382-1212, on Saturday May 20, 2000 at 7:00 p.m., for the following
purposes which are more fully described in the accompanying Proxy Statement:
1. To elect to the Board three directors; and
2. To transact such other business as may properly come before
the meeting or any adjournment or adjournments thereof.
The Board of Directors has fixed the close of business on March 31,
2000, as the record date for determination of the shareholders entitled to
notice of and to vote at the Annual Meeting of Shareholders or any adjournments
thereof.
By Order of the Board of Directors
/S/ Perry T. Massie
GLOBAL OUTDOORS, INC.
Perry T. Massie, Chairman of the Board
Temecula, California
April 18, 2000
YOUR VOTE IS IMPORTANT. THEREFORE, WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING YOU SHOULD COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY.
<PAGE>
GLOBAL OUTDOORS, INC.
PROXY STATEMENT
for
Annual Meeting of Stockholders
May 20, 2000
To the Stockholders of Global Outdoors, Inc.:
The enclosed Proxy is being solicited on behalf of the Board of
Directors of Global Outdoors, Inc., an Alaska corporation (the "Company"), for
use at the Annual Meeting of Shareholders (the "Meeting") to be held at the
Primadonna Casino Resorts, 31900 Las Vegas Boulevard South, Primm, Nevada 89101,
telephone number (702) 382-1212, at 7:00 p.m., on Saturday May 20, 2000, and at
any and all adjournments or postponements thereof.
This Proxy Statement and the Annual Report to Shareholders for the year
ended December 31, 1999, including financial statements, are being mailed on or
about April 19, 2000 to all shareholders entitled to vote at the Meeting.
Voting at the Meeting
The shares of common stock of the Company, $.02 par value (the "Common
Stock"), constitute the only outstanding class of voting securities of the
Company. A total of 5,266,073 shares of the Company's Common Stock were
outstanding on March 31, 2000, which has been fixed as the record date (the
"Record Date") for the purpose of determining the shareholders entitled to
notice of and to vote at the Meeting. With respect to each proposal to be voted
at the Meeting, each shareholder will be entitled to one vote for each share of
Common Stock held of record on the Record Date. In determining whether a
proposal has been approved, abstentions are counted as votes against a proposal
and broker non-votes are not counted as votes for or against a proposal or as
votes present and voting on a proposal. Shareholders of the Company will not be
entitled to any appraisal or dissenters' rights in connection with any of the
proposals described in this Proxy Statement.
Revocability of Proxy
Any proxy given pursuant to this solicitation may be revoked or
superseded by the person giving it by executing a later dated proxy or by giving
notice of revocation to the Company in writing prior to or at the Meeting or by
attending the Meeting and voting in person. A proxy, when executed and not so
revoked, will be voted in accordance with the instructions given in the proxy.
If a choice is not specified in the proxy, the proxy will be voted "FOR" the
nominees for election of directors named in this Proxy Statement and "FOR" each
of the other proposals listed herein.
Solicitation
The Company will bear the entire cost of solicitation of proxies,
including costs incurred in connection with the preparation, assembly, printing
and mailing of this Proxy Statement, the proxy and any additional information
furnished to the Company's shareholders in relation to the Annual Meeting. In
-1-
<PAGE>
addition, the Company may reimburse brokerage firms and other persons
representing beneficial owners of shares for their expenses in forwarding
solicitation materials to such beneficial owners. Proxies also may be solicited
by certain of the company's directors, officers and regular employees, without
additional compensation, personally or by telephone, facsimile or telegram.
Shareholder Proposals To Be Presented at Next Meeting
Proposals of shareholders that are intended to be presented by such
shareholders at the Company's 2001 annual Meeting of Shareholders must be
received by the Company at its principal executive offices no later than
December 1, 2000, in order to be considered for inclusion in the Company's proxy
statement relating to that meeting.
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of the Company's Common Stock as of February 29, 2000 by
each director and executive officer of the Company, each person known to the
Company to be the beneficial owner of more than 5% of the outstanding Common
Stock, and all directors and executive officers of the Company as a group.
Except as otherwise indicated below, the Company believes that each person
listed below has sole voting and investment power with respect to the shares
owned, subject to applicable community property laws.
Name and address of beneficial Shares Beneficially
owner or identity of group (1) Owned (2)
- ------------------------------ -------------------------
Number Percent
------ -------
Wilma M. Massie (3)......................... 1,729,326 32%
Perry T. Massie (4)(5)...................... 1,581,996 30%
Thomas H. Massie (6)(7)..................... 1,597,000 30%
Richard K. Dickson II (8)................... 461,550 9%
Ronald D. Ward (9).......................... 6,100 *%
Andrew J. Dale (10)......................... 25,100 *%
Jacob J. Hartwick (11)..................... 20,112 *%
All directors and Named Executive
Officers as a group (6 persons) (12) 3,691,858 66%
- -------------
(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 or warrants currently exercisable or convertible, or
exercisable or convertible within 60 days of March 20, 2000, are deemed
outstanding for computing the percentage of the persons holding such
options but are not deemed outstanding for computing the percentage of
any other person.
-2-
<PAGE>
(2) The address of each shareholder is c/o Global Outdoors, Inc., 43445
Business Park Dr., Suite 113, Temecula, California 92590.
(3) Includes 95,000 shares subject to options from the Company exercisable
within 60 days of March 20, 2000.
(4) Includes 85,000 shares subject to options from the Company and 224,000
shares subject to options from Wilma M. Massie exercisable within 60
days of March 20, 2000.
(5) 11,900 of the shares shown are owned jointly by Perry T. Massie and his
wife, Sandy Massie, who share voting and investment power with respect
to such shares.
(6) Includes 85,000 shares subject to options from the Company and 224,000
shares subject to options from Wilma M. Massie exercisable within 60
days of March 20, 2000.
(7) 11,900 of the shares shown are owned jointly by Thomas H. Massie and
his wife, Cindy Massie, who share voting and investment power with
respect to such shares.
(8) Includes 85,000 shares subject to options from the Company and 300,000
shares subject to options from Wilma M. Massie exercisable within 60
days of March 20, 2000.
(9) Includes 6000 shares subject to options from the Company exercisable
within 60 days of March 20, 2000.
(10) Includes 20,000 shares subject to options from the Company exercisable
within 60 days of March 20, 2000.
(11) Includes 20,000 shares subject to options from the Company exercisable
within 60 days of March 20, 2000.
(12) Includes directors' and executive officers' shares listed above,
including 301,000 shares subject to options from the Company and
748,000 shares subject to options from Wilma M. Massie exercisable
within 60 days of March 20, 2000.
The following table sets forth certain information regarding the
beneficial ownership of The Outdoor Channel's Common Stock as of March 15, 2000
by each director and executive officer of The Outdoor Channel, each person known
to the Company to be the beneficial owner of more than 5% of the outstanding
Common Stock, and all directors and executive officers of The Outdoor Channel as
a group. Except as otherwise indicated below, the Company believes that each
person listed below has sole voting and investment power with respect to the
shares owned, subject to applicable community property laws.
-3-
<PAGE>
NAME AND ADDRESS OF BENEFICIAL SHARES BENEFICIALLY
OWNER OR IDENTITY OF GROUP(1) OWNED(2)
NUMBER PERCENT
Gold Prospector's Association of
America, Inc. (3)......................... 8,817,916 84%
Elizabeth J. Sanderson-Burke (4)............ 862,000 8%
Ray V. Miller (5)........................... 616,668 6%
Jerry R. Berglund (6)....................... 400,000 4%
Andrew J. Dale (7).......................... 250,000 2%
Perry T. Massie (8)......................... 200,000 2%
Thomas H. Massie (9)........................ 200,000 2%
Wilma M. Massie (10)........................ 200,000 2%
Richard K. Dickson II (11).................. 200,000 2%
Jacob J. Hartwick (12)...................... 200,000 2%
Wade E. Sherman (13)........................ 100,000 1%
All directors and Named
Executive Officers as a
group (10 persons) (14)..................... 3,228,668 25%
- -------------
(1) The address of each shareholder is c/o The Outdoor Channel, Inc., 43445
Business Park Dr., Suite 103, Temecula, California 92590.
(2) 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 or warrants currently exercisable or convertible, or
exercisable or convertible within 60 days of March 20, 2000, are deemed
outstanding for computing the percentage of the persons holding such
options but are not deemed outstanding for computing the percentage of
any other person.
(3) Gold Prospector's Association of America, Inc. is 100% owned by Global
Outdoors, Inc.
(4) Includes 500,000 shares subject to options from The Outdoor Channel
exercisable within 60 days of March 20, 2000. She is a director of The
Outdoor Channel.
-4-
<PAGE>
(5) Includes 400,000 shares subject to options from The Outdoor Channel
exercisable within 60 days of March 20, 2000 and 50,000 shares owned by
Ray Miller's wife. He is a director of The Outdoor Channel.
(6) Includes 200,000 shares subject to options from The Outdoor Channel
exercisable within 60 days of March 20, 2000 and 110,000 shares owned
by Jerry Berglund's wife and four children. He is a director of The
Outdoor Channel.
(7) Includes 250,000 shares subject to options from The Outdoor Channel
exercisable within 60 days of March 20, 2000.
(8) Includes 200,000 shares subject to options from The Outdoor Channel
exercisable within 60 days of March 20, 2000. He is a director of The
Outdoor Channel.
(9) Includes 200,000 shares subject to options from The Outdoor Channel
exercisable within 60 days of March 20, 2000. He is a director of The
Outdoor Channel.
(10) Includes 200,000 shares subject to options from The Outdoor Channel
exercisable within 60 days of March 20, 2000. She is a director of The
Outdoor Channel.
(11) Includes 200,000 shares subject to options from The Outdoor Channel
exercisable within 60 days of March 20, 2000. He is a director of The
Outdoor Channel.
(12) Includes 200,000 shares subject to options from The Outdoor Channel
exercisable within 60 days of March 20, 2000.
(13) Includes 100,000 shares subject to options from The Outdoor Channel
exercisable within 60 days of March 20, 2000.
(14) Includes directors' and executive officers' shares listed above,
including 2,450,000 shares subject to options from The Outdoor Channel
exercisable within 60 days of March 20, 2000.
PROPOSAL ONE
ELECTION OF DIRECTORS
Currently, there are three (3) members of the Board of Directors.
Directors are elected at each annual shareholders' meeting to hold office until
the next annual meeting or until their successors are elected and have
qualified. Unless otherwise instructed, the proxy holders named in the enclosed
proxy will vote the proxies received by them for the three (3) nominees named
below.
The three (3) nominees listed below are presently directors of the
Company. If any nominee becomes unavailable for any reason before the election,
the enclosed proxy will be voted for the election of such substitute nominee or
nominees, if any, as shall be designated by the Board of Directors. The Board of
Directors has no reason to believe that any of the nominees will be unavailable
to serve.
The names and certain information concerning the three (3) nominees for
election as directors are set forth below.
-5-
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF
EACH OF THE NOMINEES NAMED BELOW.
<TABLE>
<CAPTION>
Name Age Position with the Company
---- --- -------------------------
<S> <C> <C>
Perry T. Massie 37 Chief Executive Officer, President, Chairman of the Board, Co-
President and Chairman of the Board of The Outdoor Channel
Thomas H. Massie 35 Executive Vice President, Secretary and Vice Chairman of the
Board
Richard K. Dickson II 54 Chief Operating Officer, General Counsel and Director
</TABLE>
Perry T. Massie has served as Chief Executive Officer of the Company
since 1986, has served as President and Chairman of the Board since 1994. From
1986 until January 1996, Mr. Massie served as Chief Financial Officer of the
Company. He has been the Managing Editor of the Gold Prospector Magazine since
1988. Mr. Massie earned a Bachelor of Science degree in Mining Engineering from
the University of Alaska, Fairbanks. Perry T. Massie is the brother of Thomas H.
Massie.
Thomas H. Massie has served as Secretary and a director of the Company
since 1984. He has served as Executive Vice President of the Company and the
President of Gold Prospectors' Association of America, Inc. since 1994 and Vice
Chairman since 1999. Mr. Massie is also the host of the "Gold Fever Show." He
attended the University of Alaska, Fairbanks, studying business administration.
Thomas H. Massie is the brother of Perry T. Massie.
Richard K. Dickson II has served as Chief Operating Officer since April
1999 and has served as General Counsel and a director of the Company since 1994.
>From 1994 to April 1999 he was Senior Vice President of the Company. From
November 1984 until 1994, Mr. Dickson served as the Company's corporate counsel
and has been a practicing attorney, specializing in corporate and securities
law, with his own firm since 1979. Mr. Dickson served as an attorney with the
California Department of Corporations from 1976 to 1979. He earned a Bachelor of
Science degree in Business Administration from the University of California at
Berkeley, a Masters in Business Administration from the University of Southern
California and a law degree from the University of the Pacific.
Other Executive Officers
Andrew J. Dale has served as Chief Executive Officer and Co-President
since September 1998 and was President from November 1997 to September 1998. He
was Chief Operating Officer of The Outdoor Channel from November 1997 to
September 1998. From 1994 to November 1997 he was Senior Vice President
Operations of The Outdoor Channel. From 1990 to 1993, he was a video and
television consultant to both Global Outdoors, Inc. and The Outdoor Channel.
>From 1989 to 1994, Mr. Dale was a production manager at Vidfilm Services, a
major Hollywood post-production facility, whose clients include Disney, MCA,
Columbia and a host of other major studios. Mr. Dale was born and raised in the
United Kingdom.
-6-
<PAGE>
Jacob J. Hartwick has served as Executive Vice President of The Outdoor
Channel since November 1997. From 1994 through 1999, he was Vice President of
Sales and Promotions of the Company. From 1994 to November 1997, Mr. Hartwick
was Vice President Sales and Promotions of The Outdoor Channel. From 1991 to
1994, he served as a Vice President of the Company. From 1986 through 1991, Mr.
Hartwick served in various sales, marketing and administrative positions with
Global Outdoors and its subsidiaries.
Wade E. Sherman has been Vice President of Business Development of The
Outdoor Channel since November 1997. In February 1996, he was hired by The
Outdoor Channel as an Advertising Sales Representative and was promoted to
Director of Advertising Sales in July 1996. From April 1995 to February 1996,
Mr. Sherman was an Advertising Sales Representative for Comcast Cablevision.
>From May 1994 to April 1995, he worked at radio station KMNY, as a news anchor
and an advertising sales representative. From 1993 to April 1994, he worked
part-time at radio station KMNY. He earned a B.S. Degree in Television/Film from
California State University at Fullerton.
Ronald D. Ward has served as the Controller of the Company since August
1998. From 1994 to August 1998, he was an independent consultant advising
clients on a variety of accounting and financial matters. From 1978 to 1994, Mr.
Ward was employed by Southern Distributors Corporation, a multi-state building
materials distributor with annual sales of $70 million. From 1993 to 1994, he
was Vice President of Finance and Controller of that company supervising a staff
of twelve. Mr. Ward earned a B.A. degree in Accounting from California State
University at Fullerton.
Amy L. Hendrickson has been Vice President Affiliate Sales and
Marketing of The Outdoor Channel since December 1999. From July 1998 to December
1999, she served as Director of Affiliate Sales and Marketing for the Channel.
>From 1997 to July 1998, Ms. Hendrickson worked in the national sales department
of a broadcast station owned by Cox Communications. From 1994 to 1997, she was a
Traffic Manager for a pair of broadcast stations owned by Clear Channel
Communications. Ms. Hendrickson is an active member of the Cable Television
Administration and Marketing Society and Women in Cable and Telecommunications.
She attended Eastern Michigan University where she studied Political Science and
Communications.
Board Meetings
The Board of Directors of the Company took action by unanimous written
consent or held meetings six (6) times during the fiscal year ended December 31,
1999. Each incumbent Director attended at least seventy-five percent (75%) of
the aggregate of the number of meetings of the Board and the number of meetings
held by all committees of the Board on which he served. The Company does not
have any standing committees. There are presently three members of the Board of
Directors. Company's Articles of Incorporation, as amended, authorize the Board
of Directors to be increased to a maximum of seven directors.
Compensation of Executive Officers
The following table sets forth compensation received for the fiscal
years ended December 31, 1999, 1998 and 1997 by the Company's Chief Executive
Officer, and the other executive officers whose salary and bonus exceeded
$100,000 for fiscal year 1999, 1998 and 1997 (collectively, the "Named Executive
Officers"):
-7-
<PAGE>
<TABLE>
Summary Compensation Table
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Securities
Other Under-
Annual Restricted laying All Other
Compen- Stock Options/ LTIP Compen-
Name and Principal Position Year Salary($) Bonus($) sation($) Awards /SARS Payouts sation
- --------------------------- ---- --------- -------- --------- --------- ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Perry T. Massie, CEO 1999 83,043 3,462 - - - - -
1998 68,000 - - - - - -
1997 69,231 -
Richard K. Dickson II, COO 1999 120,000 10,000 - - - - -
1998 120,000 - - - - - -
1997 120,000 - - - - - -
Wade Sherman, Vice President 1999 127,947 500 - - - - -
</TABLE>
- ---------------
<TABLE>
Option/SAR Grants in Last Fiscal Year
<CAPTION>
% of Total
Options
Number of Granted
Securities to Exercise
Underlying Employees or Base
Options in Fiscal Price Expiration
Name Granted (#) Year(1) ($/Share) Date
---- ----------- ------- --------- ----
<S> <C> <C> <C> <C>
Perry T. Massie, CEO - - - -
Richard K. Dickson 60,000 20% $3.00 3-31-09
Ronald D. Ward 30,000 10% $3.00/$3.50 3-31-04
</TABLE>
- ---------------
-8-
<PAGE>
<TABLE>
Aggregated Option/SAR Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<CAPTION>
Number of Securities Underlying Value of Unexercised
Shares Unexercised Options in-the-Money Options
Acquired On Value at Fiscal Year-End(#) at Fiscal Year-End($)
Name Exercise(#) Realized($) Exercisable Unexercisable Exercisable Unexercisable
---- ----------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Perry T. Massie, CEO - - 85,000 - $118,750 -
Thomas H. Massie - - 85,000 - 118,750 -
Richard K. Dickson II - - 70,000 15,000 71,250 $11,250
Ronald D. Ward - - 6,000 24,000 5,500 13,000
</TABLE>
- ---------------
The exercise price of the options listed above for Messrs. Perry T.
Massie and Thomas H. Massie are $2.25 per share for 50,000 shares and $2.50 per
share for 35,000 shares. The exercise price of the options listed above for Mr.
Dickson is $2.25 for 25,000 shares and $3.00 for 60,000 shares. The exercise
price of the options listed above for Mr. Ward is $3.00 for 20,000 shares and
$3.50 for 10,000 shares. The Closing Price of Global's Common Stock at 1999
fiscal year-end was $3.75 per share.
Director's Fees
The directors of the Company are also executive officers of the
Company. For 1999, directors were not compensated separately or reimbursed for
expenses incurred in attending meetings of the Board of Directors.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Based solely upon its review of the copies of reports furnished to the
Company, or representations that no annual Form 5 reports were required, the
Company believes that all filing requirements under Section 16(a) of the
Exchange Act applicable to its directors, officers and any persons holding ten
percent (10%) or more of the Company's Common Stock with respect to the
Company's fiscal year ended December 31, 1999, were satisfied.
Board of Directors Report on Executive Compensation
The Board of Directors has responsibility for matters that would be
handled by the Compensation Committee if Global had such a committee. The Board
has attempted to conserve Global's cash. The Company considers services
rendered, nature of the services, quality of performance, past practice,
conservation of cash and amount of present stock ownership in determining
executive compensation. The Company desires to encourage performance by stock
ownership.
-9-
<PAGE>
Employment Contracts
As of December 31, 1999 the Company had an employment contract with Richard K.
Dickson II, its Chief Operating Officer (See "Certain Relationships and Related
Transactions," herein).
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Company is leasing its administrative facilities from Wilma M.
Massie, a principal shareholder of the Company and the mother of Perry T. Massie
and Thomas H. Massie, under lease agreements currently requiring monthly rent
payments of $12,287 of which $5,445 is attributable to a separate lease The
Outdoor Channel entered into with the lessor in January 2000. Rent expense for
the Company totaled $88,500 and $99,000 for the years ended December 31, 1999
and 1998, respectively. Both leases expire on December 31, 2001.
In November 1996, Wilma M. Massie, obtained a letter of credit for
$80,000 that was utilized as security for performance under the Agreement with
PanAmSat for The Outdoor Channel's Galaxy 9 satellite transponder. The Outdoor
Channel has agreed to reimburse Mrs. Massie for expenses in maintaining that
letter of credit. From January 1997 through August 1997, Wilma M. Massie loaned
the Company $324,000 on notes bearing interest at 10%. From January 1997 through
August 1997, Perry T. Massie loaned the Company $136,000 on notes bearing
interest at 10%. In September 1997, Wilma M. Massie invested $40,000 in the
Company's public offering and Perry T. Massie invested $24,000 in the Company's
public offering. They paid the same price as other purchasers which was $8.00
per Unit, each Unit consisting of two (2) shares of Common Stock and one (1)
Class F Warrant to purchase Common Stock. In July 1998, Wilma M. Massie loaned
the Company $30,000 on a note bearing interest at 10% for the purpose of
purchasing two large all terrain vehicles for Alaska. In 1998, the rent expense
owed by the Company to Wilma M. Massie was applied as a reduction of a note
receivable from Wilma M. Massie, the balance outstanding on which was $154,579
at December 31, 1998. At the end of 1998, the note receivable from Wilma M.
Massie was applied against the above listed loan amounts plus interest owed to
Wilma M. Massie, resulting in $255,250 owed Wilma M. Massie at December 31,
1998. As of December 31, 1999, the amount owed Wilma M. Massie was $275,775
including accrued interest. The amount owed Perry T. Massie, including accrued
interest, at December 31, 1999 and December 31, 1998 , was $149,656 and
$158,779, respectively. Interest due Wilma M. Massie on loans by her referred to
above was $20,525 for 1999 and $32,400 for 1998. Interest due Perry T. Massie on
the loans by him referred to above was $15,878 for 1999 and $13,600 for 1998.
The maturity dates of the loans from Wilma M. Massie and Perry T Massie are
December 31, 2002 and bear interest at the rate of 10%.
As of December 31, 1999, the Company owed Wilma M. Massie an additional
$48,608, secured by a motor home purchased in October 1996. The Company is
paying this obligation at the rate of $520 per month including interest at 9%.
The maturity date for this loan is November 2011.
In January 1998, the Company entered a ten year contract with the
Outdoor Channel whereby the Company has the rights to ten hours of programming
time and thirty sixty-second advertising spots per week. The Company has the
option to renew this contract for two five year periods. For the first five
years of the contract, the Company is paying $7,400 per week under the contract.
The Company believes that the contract was initially beneficial to The Outdoor
Channel but that in the future will constitute a significant asset to the
Company. This contract was made in furtherance of the Company's plan of
establishing The Outdoor Channel as an independent and self supporting company.
-10-
<PAGE>
On February 10, 1995, the Company acquired 100% of the stock of GPAA in
exchange for 2,500,000 shares of its Common Stock (the "Acquisition"). The
acquisition agreement ("Acquisition Agreement") provided for the issuance of up
to an additional 1,500,000 shares of Common Stock ("Earn Out Shares") to the
former shareholders of GPAA, if GPAA achieved certain earnings or valuation
milestones. The former shareholders of GPAA, Perry T. Massie, Thomas H. Massie,
and Wilma M. Massie, are shareholders of the Company and Messrs. Perry and
Thomas Massie are officers of the Company. For purposes of the Acquisition, the
value of the Global Common Stock was deemed to be $3.50 per share with the
initial total acquisition cost being $8,750,000. Since GPAA was a commonly
controlled company, its assets and liabilities were recorded in 1995 at their
historical cost basis in a manner similar to a pooling of interests. In December
1998, 1,000,000 Earn Out Shares were issued to the former shareholders of GPAA
pursuant to the Acquisition Agreement. These additional shares were recorded at
their par value (See "Note 8 to the Consolidated Financial Statements"). The
primary basis for issuing the Earn Out shares was the Prospective Fair Market
valuation of The Outdoor Channel made by BIA Consulting, Inc. ("BIA"). BIA
concluded that the Prospective Fair Market Value of the Channel as of December
31, 1998, was $30 million. GPAA owned 88% of The Outdoor Channel as of December
31, 1998.
Perry T. Massie and Thomas H. Massie each have an option to purchase
224,000 shares of the Company owned by Wilma M. Massie. Mr. Dickson has an
option to purchase 300,000 shares of the Common Stock of the Company owned by
Wilma M. Massie. In January 1996, Mr. Dickson exercised part of his option from
Wilma M. Massie and purchased 50,000 shares from her.
Effective April 14, 1999, the Company entered into an employment
agreement with Richard K. Dickson II, its Chief Operating Officer. The agreement
is for one year and has been automatically been extended for another year. The
agreement provides for a salary of $10,000 per month of which $1,500 per month
is presently being deferred. The agreement also provides that Mr. Dickson shall
receive options to purchase 60,000 shares of Common Stock at an exercise price
of $3.00 per share.
Perry T. Massie, Thomas H. Massie and Richard K. Dickson II are
officers and directors of the Company and The Outdoor Channel, Inc. Wilma M.
Massie is a principal shareholder of the Company and a director of The Outdoor
Channel, Inc. In December 1997, Messrs. P. Massie, T. Massie, R. , Dickson and
Mrs. W. Massie were granted options to purchase 200,000 shares, each, of Common
Stock in The Outdoor Channel, Inc. The options are exercisable a $1.50 per share
and expire on December 31, 2007. At the time of the grants, The Outdoor Channel
was selling Common Stock in its private placement at $1.00 per share.
The transactions between the Company and the Company's management and
significant shareholders are believed by management of the Company to have been
on terms no less favorable to the Company than those that could have been
obtained from unaffiliated parties.
INDEPENDENT AUDITORS
The Board of Directors selected J. H. Cohn LLP ("Cohn"), Certified
Public Accountant, as the independent auditor to audit the consolidated
financial statements of Global for the year ending December 31, 1999. Cohn
previously audited the Company for the year ended December 31, 1998. It is not
known at this time whether or not a representative of Cohn will be present at
the Annual Meeting. In the event a representative is present at the Annual
Meeting, he will be given the opportunity to make a statement if he desires to
do so and will be available to respond to appropriate questions.
-11-
<PAGE>
OTHER MATTERS
The Company knows of no other matters to come before the Meeting. If
any other matter not mentioned in this Proxy Statement properly comes before the
meeting, it is the intention of the proxy holders named in the enclosed Proxy to
vote the shares they represent as the Board of Directors may recommend.
CONCLUSION
The Company encourages your attendance at the Company's Annual Meeting
of Shareholders in order to consider and vote upon the proposals set forth
herein and any other matters properly brought before such meeting and any
adjournment thereof.
April 18, 2000 By Order of the Board of Directors
/S/ Perry T. Massie
Perry T. Massie,
Chairman
The Annual Report to Shareholders of the Company for the fiscal year
ended December 31, 1999, is being mailed concurrently with this Proxy Statement
to all shareholders of record as of March 31, 2000. The Annual report is not to
be regarded as proxy soliciting material or as a communication by means of which
any solicitation is to be made.
COPIES OF THE COMPANY'S ANNUAL REPORT TO THE SECURITIES AND EXCHANGE
COMMISSION ON FORM 10-KSB FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999, WILL BE
PROVIDED TO THE SHAREHOLDERS WITHOUT CHARGE UPON WRITTEN REQUEST TO THE
SECRETARY, GLOBAL OUTDOORS, INC., 43445 BUSINESS PARK DRIVE, SUITE 113,
TEMECULA, CALIFORNIA 92590.
-12-
<PAGE>
GLOBAL OUTDOORS, INC.
43445 Business Park Drive, Suite 113
TEMECULA, CALIFORNIA 92590
(909) 699-4749 o Fax (909) 699-4062
April 18, 2000
Dear Stockholder:
The Annual Meeting of Common Stockholders of Global Outdoors, Inc. will
be held at the Primadonna Casino Resorts in Primm, Nevada (California-Nevada
State Line on Interstate 15 ) on Saturday May 20, 2000 at 7:00 p.m.
All Stockholders whether you own Common Stock or Preferred Stock are
cordially invited to attend this meeting. Only Stockholders holding Common Stock
are entitled to vote on matters that are presented at this meeting.
Global is a diverse leisure time and entertainment company. As you will
appreciate by reading the accompanying Annual Report, Global had an exciting and
dynamic year in 1999. We are continuing that mode in 2000.
For the Common Stockholders there is enclosed a Notice, Proxy Statement
and Proxy for the Annual Meeting. I encourage you to attend the meeting in
person. Whether you do so or not, however, I trust that the Common Stockholders
will read the Proxy Statement enclosed for you, then complete, sign and date the
enclosed Proxy and return it in the enclosed envelope. Please note that Common
Stockholders may vote in person at the meeting, even if you have previously
returned the Proxy.
Best regards,
/S/ Perry T. Massie
Perry T. Massie
Chairman of the Board
-13-
<PAGE>
GLOBAL OUTDOORS, INC.
ANNUAL MEETING OF COMMON STOCKHOLDERS - MAY 20, 2000
PROXY
-----
The undersigned Common Stockholder of GLOBAL OUTDOORS, INC., an Alaska
corporation ("Global"), hereby acknowledges the receipt of the Notice of the
Annual Meeting of Stockholders and Proxy Statement for the Annual Meeting of
Stockholders to be held on Saturday, May 20, 2000 at 7:00 p.m., at the
Primadonna Casino Resorts, 31900 Las Vegas Boulevard South, Primm, Nevada 89101,
telephone number (702) 382-1212, and hereby appoints PERRY T. MASSIE or any
other member of the Board of Directors of Global, as proxy and attorney-in-fact,
with full power of substitution, on behalf and in the name of the undersigned,
to represent the undersigned at said Annual Meeting, and at any adjournment or
adjournments thereof, and to vote all shares of Common Stock, which the
undersigned would be entitled to vote, if then and there personally present, on
the matters set forth below: (Please mark the appropriate boxes under 1 through
2, below)
THE BOARD OF DIRECTORS OF GLOBAL UNANIMOUSLY RECOMMENDS A VOTE FOR ALL THE
FOLLOWING PROPOSALS:
1. Proposal to Elect the following listed Nominees as Directors of Global:
Perry T. Massie, Thomas H. Massie and Richard K. Dickson II.
[ ] FOR all Nominees [ ] WITHHOLD [ ] WITHHOLD those whose
all Nominees names are lined out above
2. In their discretion to vote upon such other matter or matters which may
properly come before the meeting, or any adjournment or adjournments
thereof.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WILL BE VOTED AS DIRECTED OR, IF NO CONTRARY DIRECTION IS INDICATED,
WILL BE VOTED FOR ALL PROPOSALS AS LISTED ABOVE AND AS SAID PROXY DEEMS
ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
DATED: , 2000
--------------------------------------
____________________ _____________________________ __________________
Signature Type or Print Name
Number of Shares of
Common Stock owned
_____________________________ __________________
Second Signature if Necessary Type or Print Name
Address
THIS PROXY SHOULD BE DATED AND SIGNED BY THE SHAREHOLDER AND RETURNED PROMPTLY
IN THE ENCLOSED ENVELOPE. PERSONS SIGNING IN A FIDUCIARY CAPACITY SHOULD SO
INDICATE. IF SHARES ARE HELD BY JOINT TENANTS OR AS COMMUNITY PROPERTY, BOTH
PERSONS SHOULD SIGN.
