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Prospectus Filed Pursuant to Rule 424(b)(3)
File No. 33-46688
PROSPECTUS
The Score Board, Inc.
1993 Non-Employee Stock Option Plan
1,000,000 Shares
Common Stock
The shares of Common Stock covered by this Prospectus are authorized but
unissued or reacquired shares of Common Stock, par value $.01 per share (the
"Common Stock"), of The Score Board, Inc. ("Score Board" or the "Company"). A
total of 1,000,000 shares (the "Shares") has been reserved for issuance upon the
exercise of stock options granted or to be granted pursuant to The Score Board,
Inc. 1993 Non-Employee Stock Option Plan ("the Plan") to licensors, athletes,
entertainers, agents and consultants who are not employees of the Company. The
number of shares reserved for issuance gives effect to the two-for-one stock
split effected by the Company on November 18, 1993. The purchase price of the
Shares will be determined by the committee appointed by Score Board's Board of
Directors that administers the Plan, but will in no event be less than the fair
market value of the Common Stock on the date an option is granted. See "The
Score Board, Inc. 1993 Non-Employee Stock Option Plan." On October 3, 1995, the
last reported sale price of the Common Stock as reported by NASDAQ was $5.25 per
share. Based upon this last reported sale price, net proceeds to Score Board
from the sale of the shares are estimated to be $5,232,543, after deducting
expenses payable by Score Board estimated at $17,457.
The Common Stock of Score Board is traded on the NASDAQ National Market
System under the trading symbol "BSBL."
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Prospective investors should consider the information discussed under the
caption "Risk Factors."
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
NOTICE TO FLORIDA RESIDENTS
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THE SECURITIES REFERRED TO HEREIN HAVE NOT BEEN REGISTERED UNDER THE FLORIDA
SECURITIES AND INVESTOR PROTECTION ACT (THE "FLORIDA ACT"). THE SECURITIES WILL
BE OFFERED AND SOLD IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS
OF THE FLORIDA ACT PURSUANT TO SECTION 517.061(11) OF SAID ACT. WHEN SALES ARE
MADE TO FIVE OR MORE PERSONS IN THE STATE OF FLORIDA PURSUANT TO SAID EXEMPTION,
A PURCHASER MAY VOID ANY SUCH SALE EITHER WITHIN THREE DAYS AFTER THE FIRST
TENDER OF CONSIDERATION IS MADE BY SUCH PURCHASER TO THE ISSUER OR ANY AGENT OF
THE ISSUER OR WITHIN THREE DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE IS
COMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER.
No person has been authorized in connection with this offering to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus, and, if given or made, such information or
representation must not be relied upon as having been authorized by Score Board.
This Prospectus does not constitute an offer to sell or a solicitation of any
offer to purchase any securities other than those to which it relates or an
offer to any person in any jurisdiction where such offer or solicitation would
be unlawful. Neither the delivery of this Prospectus nor any sales hereunder
shall under any circumstances create any implication that the information
contained herein is correct as of any time subsequent to the date hereof.
TABLE OF CONTENTS
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Page
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Available Information..................................... 3
Incorporation of Certain Documents by Reference........... 3
The Company............................................... 4
Use of Proceeds........................................... 5
Risk Factors.............................................. 5
The Score Board, Inc.1993 Non-Employee Stock Option Plan.. 8
Federal Income Tax Treatment.............................. 10
Restrictions on Resales of Common Stock................... 10
Experts................................................... 10
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AVAILABLE INFORMATION
Score Board is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 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 by Score Board can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
at Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60621-2511, and 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such material can be obtained at prescribed rates from the
Public Reference Branch of the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Prospectus incorporates by reference certain documents filed by Score
Board with the Commission which are not presented herein or delivered herewith,
as indicated below. Score Board will provide without charge to each person 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 of the documents referred to below
which are incorporated in this Prospectus by reference (other than exhibits to
such documents unless they are specifically incorporated by reference into such
documents). Requests for such copies should be directed to Nathan T. Schelle,
Senior Vice President, Finance and Administration, The Score Board, Inc., 1951
Old Cuthbert Road, Cherry Hill, New Jersey, 08034; telephone number (609) 354-
9000.
The following documents filed by Score Board with the Commission pursuant
to the 1934 Act under File No. 0-16913 hereby are incorporated by reference
into this Prospectus:
(a) Score Board's Annual Report on Form 10-K for the fiscal year ended
January 31, 1995.
(b) Score Board's Quarterly Report on Form 10-Q for the quarter ended July
31, 1995.
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(c) The description of Score Board's Common Stock as contained in Item 1
of Score Board's Registration Statement on Form 8-A (File No. 0-
16913), dated May 10, 1988, and any amendment or report filed for the
purpose of updating such description.
All documents filed by Score Board pursuant to Sections 13(a), 13(c), 14 or
15(d) of the 1934 Act after the date of this Prospectus and prior to the
termination of the offering of the Shares offered hereby shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY
Score Board designs, markets and distributes sports and entertainment
related products. Its two primary activities are the sale of specialty sports
trading cards and the sale of sports and entertainment memorabilia. Score
Board's products are primarily sold through national and regional shopping,
sports and other cable television networks, national and regional retailers,
catalogs, convenience stores, distributors of periodical publications, specialty
trading card stores, premium and promotional programs and direct marketing
activities.
Score Board's trading card activities focus on the sale of Company-designed
specialty sports trading cards. The Company's memorabilia operations consist of
the marketing and sale of autographed and non-autographed sports and
entertainment memorabilia. The Company's sports and entertainment memorabilia
product lines include autographed baseballs, baseball bats, footballs,
basketballs, hockey sticks, uniform jerseys, trading cards and limited edition
and specially commissioned lithographs, as well as autographed and non-
autographed posters, prepaid telephone calling cards, photo plaques, limited
edition lithographs, gold record plaques, shirts, commemorative coins, ceramic
trading cards and mugs. Each item of memorabilia features the name, likeness or
similar indicia of an athlete or entertainment celebrity or certain characters
and trademarks associated with a television show or motion picture.
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Reference to Score Board or the Company includes The Score Board, Inc. and
its wholly-owned subsidiaries, Americana Memorabilia, Inc., Classic Games, Inc.,
Classic Marketing, Inc., SB Acquisition Corp. and The Score Board Holding
Corporation.
Score Board was incorporated under the laws of the State of New Jersey on
November 25, 1986. Score Board's executive offices are located at 1951 Old
Cuthbert Road, Cherry Hill, New Jersey 08034. Score Board's telephone number is
(609) 354-9000.
USE OF PROCEEDS
The proceeds to be received by Score Board from the sale of the Shares will
be used for general working capital purposes.
RISK FACTORS
Prospective investors should consider the following as well as the other
information set forth in this Prospectus and in the other documents incorporated
by reference herein in evaluating an investment in Score Board's Common Stock.
Dependence Upon License Agreements
In general, the production or distribution of products depicting the image
of any celebrity, athlete, team, league, organization, logo or trademark
requires a license from such celebrity, athlete, team, league, organization or
owner of the trademark. Score Board currently produces and distributes certain
of its products pursuant to license agreements with various entities, including
Major League Baseball Properties, Inc., Major League Baseball Players
Association, National Football League Properties, Inc., National Football
Players Association, NBA Properties, Inc. and Paramount Pictures. The Company
has several other exclusive and non-exclusive licenses that permit the Company
to produce and distribute trading cards and sports and entertainment related
memorabilia relating to, among other things, Star Trek, Star Wars and country
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music performers. The Company has also entered into personal service contracts
with sports and entertainment celebrities for the sale of autographed sports and
entertainment memorabilia. These personal service contracts commit the
individual to autograph memorabilia on behalf of the Company, as well as, in
certain instances, to make appearances on television shopping shows. Score
Board's business is highly dependent upon its ability to obtain and maintain
existing licenses and personal service contracts and
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to obtain additional licenses and personal service contracts necessary to offer
new products.
Although the Company believes it will be able to renew its licenses and
personal service contracts upon their expiration, there can be no assurance that
such renewals can be obtained on terms acceptable to the Company. The inability
of the Company to renew existing licenses and personal service contracts and/or
to acquire additional licenses and personal service contracts with sports and
entertainment celebrities could have a material adverse impact on the Company's
sales and earnings.
Reliance on Television Shopping Networks
For Score Board's fiscal year ended January 31, 1995, direct and indirect
sales to national and regional shopping, sports and other cable television
networks accounted for approximately 18.5% of Score Board's net sales. Direct
sales for one of these television shopping networks, QVC Network, Inc. ("QVC"),
accounted for approximately 15% of Score Board's net sales for fiscal year 1995.
Score Board has no written agreement with QVC. Score Board cannot give any
assurance that it will attain its prior level of sales to QVC. The loss of QVC
as a customer, or cable television as a sales outlet for the Company's products,
could have a material adverse impact on the Company.
Factors Affecting Sales and Earnings
The market for sports trading cards and sports and entertainment
memorabilia is affected by many factors, including seasonality, consumer
interest and general economic conditions. Furthermore, with respect to trading
cards, there has been a significant increase in the number and type of such
cards printed and sold over the past several years, which has made it more
difficult to predict consumer interest with respect to particular cards.
Recently, the market for sports trading cards has experienced a contraction,
which has resulted in diminished sales of trading cards by Score Board and
certain of its competitors.
As part of its marketing efforts, Score Board has sports and entertainment
celebrities under contract to make appearances and to sign autographs. If Score
Board were not able to respond to changes in consumer demand and tastes quickly
enough, or if the celebrities under contract with Score Board were to become ill
or injured, or to fall into public disfavor, Score Board's sales and earnings
would be materially adversely
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affected. Score Board's sales and earnings would also be materially adversely
affected if Score Board were unable to retain the services of the celebrities
or if an overabundance of the celebrities' autographs were to become available
for sale.
Volatile Market for the Company's Common Stock
Between February 1, 1995 and September 30, 1995, the closing sale price for
Score Board's Common Stock ranged from a high of $6.75 to a low of $3.50. There
can be no assurance that the market price of Score Board's Common Stock will not
continue to experience such volatility or that an option holder will realize a
profit upon the sale of shares underlying his option.
Shares Eligible for Future Sale
Score Board may issue one or more classes or series of classes of its
equity securities in the future for various corporate purposes, including
acquisitions. The Company's capitalization includes authorized and unissued
shares of Common Stock and authorized shares of Preferred Stock, none of which
have been issued. The issuance of additional shares of Common Stock or shares
of Preferred Stock could, among other things, adversely affect the voting power
of the holders of the Common Stock. Additionally, such issuances could, under
certain circumstances, make it more difficult for a third party to gain control
of Score Board and, if Preferred Stock were issued, it could adversely affect
the liquidation rights of the Common Stock by creating one or more series of
securities with liquidation rights senior to that of the Common Stock. In the
event shares of Preferred Stock are issued as securities convertible into shares
of Common Stock, the holders of Common Stock may experience dilution.
In August 1992, the Company completed a private placement of $7,500,000 in
principal amount of 9% convertible, subordinated debentures due September 1,
2002. The debentures are convertible into shares of Common Stock at a price
equal to $9.56 per share. In January 1993, the Company completed a private
placement of $3,000,000 in principal amount of 9% convertible, subordinated
debentures due February 1, 2003. The debentures are convertible into shares of
Common Stock at a price equal to $11.37 per share. In the event that any such
debentures are converted into shares of Common Stock, the holders of Common
Stock may experience dilution.
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Competition
Score Board competes with many established firms offering baseball and
other sports trading cards and sports and entertainment memorabilia. A number
of such competitors, including Topps Company, Inc., Marvel Entertainment Group,
Inc., The Upper Deck Company and Pinnacle, Inc., possess development, marketing
and distribution capabilities more extensive than those of Score Board, and have
greater financial resources than Score Board. Further, since Score Board's more
important licenses are non-exclusive, it is possible that additional entities,
including the licensors themselves, could enter certain of Score Board's
business lines, thus creating additional competition. The entry into any of
Score Board's businesses by any significant competitor could have a material
adverse impact on Score Board's sales and profitability.
THE SCORE BOARD, INC. 1993 NON-EMPLOYEE STOCK OPTION PLAN
General Information
The Score Board, Inc. 1993 Non-Employee Stock Option Plan (the "Plan") was
adopted by the Board of Directors of Score Board (the "Board of Directors")
effective August 3, 1993 and amended on August 31, 1993 and October 2, 1995.
The Plan provides for the granting of stock options to licensors, athletes and
entertainers under contract with Score Board, as well as to their agents and
certain consultants. The exercise price for each share of Common Stock that may
be purchased under each option granted generally is equal to the fair market
value of a share of Score Board's Common Stock on the date of grant of the
option. A total of 1,000,000 shares of Common Stock, after giving effect to the
two-for-one stock split effected by the Company on November 18, 1993, may be
issued under the Plan.
Purpose of the Plan
The general purpose of the Plan is to further the growth and development of
Score Board by encouraging licensors, athletes, entertainers (as well as their
agents) and consultants under contract to Score Board to obtain a proprietary
interest in Score Board by owning its stock. Score Board intends that the Plan
will provide such persons with an added incentive to enter into agreements with
Score Board and to continue in the service of Score Board and its subsidiaries,
and will stimulate their efforts in promoting Score Board.
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Shares of Stock Subject to the Plan
A total of 1,000,000 shares of Score Board's authorized but unissued or
reacquired Common Stock may be issued upon the exercise of options granted or to
be granted under the Plan. The number of shares reserved for issuance gives
effect to the two-for-one stock split effected by the Company on November 18,
1993. If any stock option expires or is terminated for any reason without having
been exercised in full, the unissued shares of Common Stock will then become
available for additional grants of options.
Provision is made under the Plan for an appropriate adjustment in the
aggregate number and kind of shares covered by the Plan in the event of any
change in the number of outstanding shares of Score Board's Common Stock by
reason of a recapitalization, reclassification, stock split, combination of
shares or dividend payable in Common Stock. In addition, in the event that
Score Board is a party to a merger, consolidation, acquisition of the stock or
acquisition of the assets of Score Board, an optionee may be entitled to the
securities of the resulting corporation and corresponding adjustments will be
made in the amount and class of securities available under the Plan.
Eligibility and Extent of Participation
Pursuant to the Plan, licensors, renowned current or retired athletes and
entertainers under contract to Score Board or its subsidiary corporations, as
well as their agents and certain consultants are eligible to receive stock
options. No employee, officer or director of Score Board or any of its
subsidiaries is eligible to receive options under the Plan.
The committee that administers the Plan may grant, at any time, new options
to an optionee who previously received options. These new options may be
granted by Score Board regardless of whether such prior options are still
outstanding, have previously been exercised in whole or in part, have expired or
are cancelled in connection with the issuance of new options.
Administration of the Plan
The Plan is administered by a committee appointed by the Board of Directors
(the "Committee"). Subject to the provisions of the Plan, the Committee is
authorized to determine and designate those persons eligible for a grant of
options, those persons to whom options will be granted, the purchase price of
the Shares covered by any options granted, the time or times at which options
are to be granted and the manner in, and
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conditions under which, options are exercisable. Subject to the express
provisions of the Plan, the Committee also is authorized to interpret the Plan,
to prescribe rules for the proper administration of the Plan and to make all
other determinations necessary or advisable for the administration of the Plan,
all of which determinations are final, binding and conclusive.
The Board of Directors, in accordance with Score Board's By-Laws, will
appoint the Committee from its members to serve at the pleasure of the Board.
The Board of Directors, from time to time, may remove members from, or add
members to, the Committee and will fill all vacancies on the Committee. The
Committee at all times will be composed of two or more directors.
Grant of Options
Options may be granted to optionees from time to time and at such times as
may be authorized by the Committee. In authorizing the grant of an option, the
Committee will specify the name of the optionee and the number of shares of
stock subject to such option. The Committee then will prepare a written
agreement, executed and dated by Score Board, evidencing the option (the "Option
Agreement") and setting forth the terms and conditions of such option. Upon
execution of the Option Agreement by the optionee, the option shall be deemed to
have been granted effective as of the date on which the Committee granted the
option.
Determination of Option Price
The purchase price of the shares of Common Stock underlying each option
(the "Option Price") will be determined by the Committee, which determination
will be final, binding and conclusive. However, in no event will the Option
Price be less than 100 percent of the fair market value of the Common Stock on
the date the option is granted.
If the Common Stock subject to the Plan is registered on a national
securities exchange or is regularly traded in the over-the-counter market on the
date of determination, the fair market value per share will be the closing price
of a share of Common Stock on such national securities exchange or over-the-
counter market on the date of grant of the option. If shares are publicly
traded on a national securities exchange or the over-the-counter market, but no
shares are traded on that date, but there were shares traded on dates within a
reasonable period both before and after such date, the fair market value will be
the average of the closing prices of the Common Stock on the nearest date before
and the nearest date after the date of determination. If the Common Stock is
traded both on a national securities exchange and in the over-the-counter
market, the closing price will be determined by the closing price on the
national securities exchange, unless the transactions on the exchange and in the
over-the-counter market are jointly reported on a consolidated reporting system,
in which case the closing price will be determined by reference to such
consolidated reporting system. If the Common
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Stock is not listed for trade on a national securities exchange and is not
regularly traded in the over-the-counter market, then the Committee shall
determine the fair market value of the Common Stock from all relevant available
facts.
Terms of the Options
The terms of the options granted under the Plan will commence on the date
of the grant and will expire on such date as the Committee may determine for
each option. However, in no event shall any option be exercisable after ten
(10) years from the date the option is granted. Additionally, no option will be
granted under the Plan after ten (10) years from the date the Plan is adopted by
the Board of Directors.
Exercise of Options
Any option granted under the Plan becomes exercisable in such installments
and at such times as designated by the Committee. The exercise of an option
may be for less than the full number of shares of Common Stock subject to such
option. However, unless the Option Agreement permits a smaller percentage, such
exercise may not be made for less than the greater of ten percent of the number
of shares of Common Stock initially subject to such option or 200 shares.
Subject to the other restrictions on exercise set forth in the Plan, the
unexercised portion of an option may be exercised at a later date by the
optionee. However, the ten percent/200 share requirement set forth above will
not apply to any exercise of an option if all remaining shares of Common Stock
subject to such option are exercised.
Options may be exercised by written notice directed to the Secretary of
Score Board at its principal place of business or to such other person as the
Committee may direct. Each notice of exercise must identify the option which
the optionee is exercising (in whole or in part) and must be accompanied by
payment of the option price for the number of shares specified in such notice
and by any documents required. Score Board will deliver such shares within a
reasonable period of time. However, if any law or regulation requires Score
Board to take any action with respect to the shares specified in such notice
before the issuance of the shares to the optionee, then the date of delivery of
such shares will be extended for the period necessary to take such action.
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The option price is payable upon the exercise of the option in an amount
equal to the number of shares then being purchased multiplied by the per share
option price. Payment, at the election of the optionee, may be made (i) in
cash; (ii) by delivery to Score Board of a certificate or certificates for
shares of the Common Stock duly endorsed for transfer to Score Board with
signature guaranteed by a member firm of a national stock exchange or by a
national or state bank (or guaranteed or notarized in such other manner as the
Committee may require); or (iii) by a combination of (i) and (ii).
If all or part of the option price is paid by delivery of shares of Common
Stock, then (i) the shares will be valued on the basis of the fair market value
of the Common Stock on the date of exercise; and (ii) the value of the Common
Stock will be less than or equal to the total option price payment, and if the
optionee delivers Common Stock with a value that is less than the total option
price, the optionee will pay the balance of the total option price in cash.
Assignment
No option granted under the Plan is assignable or transferable by the
optionee except by will or by the laws of descent and distribution. During the
lifetime of an optionee, the option is exercisable only by the optionee.
Effect of Termination of Agreement or Death
Except as provided in the next two paragraphs, no option is exercisable
unless an optionee is under contract with Score Board and/or a subsidiary of
Score Board at the date of exercise; provided, however, that the Committee may
in its discretion provide a different expiration date or dates in an Option
Agreement.
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In the event an optionee ceases to be under contract to Score Board or its
subsidiaries for any reason other than death or disability, any option or
unexercised portion of an option granted to the optionee will terminate on, and
will not be exercisable after, the earliest to occur of (i) the expiration date
of the option, (ii) three (3) months after termination of the contractual
relationship with Score Board, or (iii) the date Score Board gives notice to
such optionee of termination of the contractual relationship with Score Board
because of an act or acts by the optionee involving fraud, dishonesty, theft,
embezzlement or the like ("cause"). However, the Committee may provide in the
Option Agreement that such option or any unexercised portion thereof will
terminate sooner. The option will be exercisable only in accordance with its
terms and only for the number of shares exercisable on the date of termination
of the contract with Score Board.
In the event of the death of the optionee (i) while optionee is under
contract to Score Board or a subsidiary or (ii) within three (3) months after
the date on which such optionee's contract has expired (for a reason other than
cause), any option or unexercised portion of the option granted to optionee may
be exercised by optionee's personal representatives, heirs or legatees at any
time prior to the expiration of three (3) months from the date of death of such
optionee, but in no event later than the date of expiration of the option
period. However, the Committee may provide in the Option Agreement that such
option or any unexercised portion of the option shall terminate sooner.
Amendment, Modification and Termination of the Plan
In the event the Board of Directors determines that a portion of the Plan
or the entire Plan is not in the best interest of Score Board or its
shareholders for any reason, the Board of Directors has the power to add to,
amend or repeal any of the provisions of the Plan, to suspend the operation of
the entire Plan or any of its provisions for any period or periods or to
terminate the Plan in whole or in part. In the event of any such action, the
Committee will prepare written procedures which, when approved by the Board of
Directors, will govern the administration of the Plan resulting from such
addition, amendment, repeal, suspension or termination. Notwithstanding the
above provisions, no such addition, amendment, repeal, suspension or
termination will adversely affect, in any way, the rights of the optionees who
have outstanding options without the consent of such optionees.
Subject to the terms set forth in the preceding paragraph, the Plan will
terminate upon the later of (i) the complete exercise or lapse of the last
outstanding option or (ii) the last date upon which options may be granted.
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FEDERAL INCOME TAX TREATMENT
No income is recognized by an optionee when a non-qualified stock option is
granted. Upon exercise of a non-qualified stock option, an optionee is treated
as having received ordinary income at the time of exercise in an amount equal to
the difference between the option price paid and the then fair market value of
the Common Stock acquired. Score Board is entitled to a deduction at the same
time and in a corresponding amount. The optionee's basis in the Common Stock
acquired upon exercise of a non-qualified stock option is equal to the option
price plus the amount of ordinary income recognized, and any gain or loss
thereafter recognized upon disposition of the Common Stock is treated as capital
gain or loss.
RESTRICTIONS ON RESALES OF COMMON STOCK
An optionee who, at the time of resale of Common Stock of the Company
acquired pursuant to the Plan and registered under the Securities Act of 1933,
as amended, is not an "affiliate" of the Company (defined generally to include
all of the directors and principal officers of the Company, as well as principal
shareholders, and may include directors and executive officers of the Company's
subsidiaries if they play a policy-making role at the Company level) generally
may resell shares acquired by such optionee pursuant to the Plan without
restriction.
EXPERTS
The consolidated financial statements and schedules of Score Board at
January 31, 1995 and 1994, and for each of the three years in the period ended
January 31, 1995, which are incorporated by reference in this Prospectus, have
been audited by BDO Seidman, independent certified public accountants, as stated
in their reports, which are incorporated herein by reference, and are
incorporated herein in reliance upon such reports given upon the authority of
said firm as experts in accounting and auditing.
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