SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-KSB/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended February 29, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from_______ to______
Commission file number 000-28506
TRACKPOWER, INC.
----------------
(Name of Small Business Issuer in Its Charter)
Wyoming 13-3411167
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
67 Wall Street, Suite 2411
New York, New York 10005
(Address of Principal Executive Offices) (Zip code)
Registrant's telephone number, including area code: (212) 486-7424
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Check whether the issuer (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No__
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained herein, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
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Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The following persons are all of the directors and executive officers
of TrackPower, Inc. (the "Company" or "TrackPower"):
John G. Simmonds, 49, has served as Chairman of the Board, a Director and
Chief Executive Officer of the Company since January 29, 1998. Mr. Simmonds is
the founder of Simmonds Capital Limited, a Toronto Stock Exchange listed company
("SCL"). Since 1991, Mr. Simmonds has served as Chairman, President and Chief
Executive Officer of SCL. SCL is a merchant banking company with an active role
in certain strategic investments. Through his position at SCL, Mr. Simmonds has
also taken an active position in certain affiliated companies. Mr. Simmonds
currently is a Director and Chief Executive Officer of eieiHome.com Inc., an OTC
Bulletin Board company which is developing a wireless communication business.
From 1994 to 1996, Mr. John Simmonds served as Director and Chief Executive
Officer of INTEK Global Corporation, a Nasdaq-listed (Small-Cap) company
involved in the US Specialized Mobile Radio market. Between September 1995 and
November 1997, Mr. Simmonds served as the Chairman and a Director of Ventel
Inc., a Vancouver Stock Exchange listed venture capital company. Mr. Simmonds
resigned from the Board of Directors of Intek during 1998 and resigned from the
Board of Directors of Ventel in June, 1999 when it became Fiftyplus.net.
Kenneth J. Adelberg, 47, has been a Director of the Company since April
1, 1996. Mr. Adelberg, who holds Bachelor of Science degrees in Biophysics
and Psychology from Pennsylvania State University, and studied for an MBA, is
the President and Chief Executive Officer of HiFi House Group of Companies; a
founding shareholder and currently a director of Republic First Bancorp; and
a founding shareholder and former director of U.S. Watts. Since 1995, Mr.
Adelberg has also been a director of Global Sports Inc., a Nasdaq-listed
(Small-Cap) company.
Charles J. Cernansky, 46, has been a Director of the Company since August
1997. Mr. Cernansky is a registered securities principal at Pellinore Securities
Corp., a New York City-based broker-dealer, and since 1992, a principal of
WestCap Partners, Inc., a Manhattan-based financial consulting and advisory
services firm. Mr. Cernansky is experienced in business development advice,
consulting on overall corporate financial functions, tax planning, corporate
finance strategy, venture capital activities and merger-acquisition assistance.
Mr. Cernansky holds a B.S. from SUNY College at Brockport, an M.B.A. from
Rensselaer Polytechnic Institute and a J.D. from Albany Law School of Union
University. Mr. Cernansky is an attorney and C.P.A. in the State of New York.
Lawrence P. Aziz, 53, has occupied several senior management positions in
the office furniture manufacturing industry, including four years as Vice
President of Sales for Biltrite Manufacturing. In 1988, Mr. Aziz founded PBI
Office Interiors, which to this day is a leading office furniture dealership
offering interior design and supplying products and services to major
corporations and financial institutions throughout the US and Canada. Today, Mr.
Aziz continues to own and operate PBI. Mr. Aziz is also a Private Pilot and
maintains an active role with the Canadian Cancer Society.
Arnold K. Smolen, 58, graduated from the Philadelphia College of Pharmacy
and Science with a Bachelor of Science degree in 1965. Until 1994, Mr. Smolen
owned and operated his own chain of Pharmaceutical stores. He is presently a
consultant of Northwest Tennis, Inc. and is Executive Vice President and
Principal of Percival Financial Partners. Mr. Smolen has been actively involved
as a breeder of thoroughbred racehorses in the Mid-Atlantic area for over
twenty-five years and is a licensed owner in Maryland, West Virginia, Delaware,
New Jersey, Pennsylvania and New York.
Executive Officers and Significant Employees
Gary N. Hokkanen, 44, was appointed Chief Financial Officer of the
Company in February 1998. Mr. Hokkanen's principal occupation is an
accountant and he holds a Certified Management Accountant ("CMA") designation
from Society of Management Accountants of Ontario. Mr. Hokkanen also is
Chief Financial Officer
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of SCL. He has held this position since July 1997. For the period, April 1996 to
July 1997, Mr. Hokkanen was Treasurer of SCL. For the period June 1994 to April
1996 he was Manager, Finance & Treasury. Prior to June 1994, Mr. Hokkanen was
Manager, Financial Planning & Analysis, with CUC Broadcasting Limited ("CUC").
CUC, prior to being acquired by Shaw Communications Inc., was a privately owned
Canadian cable TV multiple system operator.
Carrie J. Weiler, 41, Secretary of the Company since February 1998, joined
the Simmonds group of companies in 1979. Promoted to Vice President of Corporate
Development for SCL and its divisions in 1994, Mrs. Weiler continues to serve in
this capacity and is a key liaison between the compensation and audit committees
and the Board of Directors.
The Company's directors will serve until the next annual meeting of
shareholders and until their respective successors are duly elected and shall
have qualified. The By-laws of the Company provide that the number of directors
of the Company shall be fixed by the shareholders or the Board of Directors and
shall be not less than three or more than 15. The number has been fixed by the
Board of Directors at seven. There are currently two vacancies on the Board of
Directors. The Company's Articles of Incorporation provides that directors may
be removed by the shareholders, with or without cause, upon the affirmative vote
of the holders of a majority of the votes cast and at a meeting called for the
purpose of such removal.
There are no family relationships among any of the directors or executive
officers of the Company.
For the year ended February 29, 2000, some of the current directors and
officers were delinquent in filing the forms required to be filed under Section
16 of the Securities Exchange Act of 1934, as amended.
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Item 10. EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth information concerning the compensation for
services in all capacities for the fiscal years ended February 29, 2000,
February 28, 1999 and February 28, 1998 of those persons who were, during all or
part of the fiscal year ended February 29, 2000, the Chief Executive Officer,
the Chief Financial Officer and the Secretary.
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Long Term Compensation
Annual Compensation
Awards
Other Restricted Payouts
Name and Principal Annual Stock Options/ LTIP
Position Year Salary Bonus Compensation Awards SARs(#) Payouts
------------------ ---- ------ ----- ------------ ------ ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
John G. Simmonds, 2000 (1) (1) (1) None 150,000 None
Chairman of the Board, Chief 1999 (1) (1) (1) None 250,000 None
Executive and Officer President 1998 (1) (1) (1) None 250,000 None
-----------------------------------------------------------------------------------------------------------------
Gary N. Hokkanen, 2000 (1) (1) (1) None 150,000 None
Chief Financial Officer 1999 (1) (1) (1) None 100,000 None
1998 (1) (1) (1) None 100,000 None
-----------------------------------------------------------------------------------------------------------------
Carrie J. Weiler, 2000 (1) (1) (1) None 150,000 None
Vice President and Corporate
Secretary 1999 (1) (1) (1) None 200,000 None
1998 (1) (1) (1) None 100,000 None
-----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) In connection with the acquisition of certain assets of SCL in January
1998, the Company agreed to pay to SCL an aggregate of $25,000 per
month, for the services of Mr. Simmonds, Ms. Weiler and Mr. Hokkanen.
The Company has no long-term incentive plan.
Option Grants Table for Fiscal 2000
The following table sets forth information concerning stock option grants
made during the fiscal year ended February 29, 2000 under the Company's 1993
Compensatory Stock Option Plan (the "CSO Plan") and the 1993 Non-Statutory Stock
Option Plan (the "NSO Plan" and collectively the "Stock Option Plans") to the
executive officers named in the Summary Compensation table.(1) These grants are
also reflected in the Summary Compensation Table. The Company has not granted
any stock appreciation rights. The Company has not granted any options under any
of its other stock options plans.
---------------------------------------------------------------------------
Individual Grants
---------------------------------------------------------------------------
% of Total
Options
Granted
to Employees Exercise
Options in Fiscal Price Expiration
Name Granted(#) 2000(2) ($/Share) Date
---------------------------------------------------------------------------
John G. Simmonds 150,000 7% $0.90(2) June 15, 2003
---------------------------------------------------------------------------
Gary N. Hokkanen 150,000 7% $0.90(2) June 15, 2003
---------------------------------------------------------------------------
Carrie J. Weiler 150,000 7% $0.90(2) June 15, 2003
---------------------------------------------------------------------------
(1) The Company has adopted the Stock Option Plans for officers, key
employees, potential key employees, non-employee directors and advisors.
The Company has reserved a maximum of 4,000,000 shares of its common stock
to be issued upon the exercise of options granted under the CSO Plan and
2,000,000 shares of its common stock to be issued upon the exercise of
options granted under the NSO Plan. The Stock
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Option Plans will not qualify as "incentive stock option" plans under
Section 422A of the Internal Revenue Code of 1986, as amended. Options are
granted under the Stock Option Plans at exercise prices to be determined
by the Board of Directors or stock option committee. With respect to
options granted pursuant to the Stock Option Plans, optionees will not
recognize taxable income upon the grant of options, but will realize
income (or capital loss) at the time the options are exercised to purchase
common stock. The amount of income will be equal to the difference between
the exercise price and the fair market value of the common stock on the
date of exercise. The Company will be entitled to a compensating deduction
in an amount equal to the taxable income realized by an optionee as a
result of exercising the option. The Stock Option Plans are currently
administered by the Board of Directors. The Company maintains two other
stock option plans, no options under which have been granted.
(2) Options granted during the fiscal year ended February 29, 2000 were under
the NSO Plan. The exercise price of the options are $0.90 unless the
optionee exercises the option within 365 days from the date of grant which
was May 14, 1999 in which case the exercise price becomes $0.50.
Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values
The following table sets forth information regarding the exercise of stock
options during the last fiscal year by the executives named in the Summary
Compensation Table and the fiscal year-end value of unexercised options.
-------------------------------------------------------------------------------
Value of
Unexercised
In-the-Money
Number of Options at
Unexercised February 29,
Shares Options at 2000
Acquired Value February 29, exercisable/
Name on Exercise Realized 2000 unexercisable(1)
-------------------------------------------------------------------------------
John G. Simmonds 500,000 $0 150,000 $276,000 / 0(2)
-------------------------------------------------------------------------------
Gary N. Hokkanen 200,000 $0 150,000 $276,000 / 0(2)
-------------------------------------------------------------------------------
Carrie J. Weiler 300,000 $0 150,000 $276,000 / 0(2)
-------------------------------------------------------------------------------
(1) Represents the difference between the fair market value of securities
underlying the options and the exercise price of the options at fiscal
year end.
(2) Unexercised options at February 29, 2000 were NSO Plan options which have
a $0.90 exercise price unless the optionee exercises the option within 365
days from the date of grant which was May 14, 1999 in which case the
exercise price becomes $0.50. The $0.90 exercise price has been used for
purposes of this table.
Compensation of Directors
The Company currently reimburses each director for expenses incurred in
connection with his attendance at each meeting of the Board of Directors or a
committee on which he serves.
Employment Contracts and Termination of Employment and Change of Control
Arrangements
The Company does not have any employment agreements with any of its
current officers.
Mr. Simmonds, Chairman of the Board, Chief Executive Officer and
President, and Mr. Hokkanen, Chief Financial Officer, as well as the other
officers of the Company, are permitted to devote some working time to the
business of SCL so long as, in the judgment of a majority of the Company's
disinterested directors, it does not interfere with the complete and faithful
performance of his or her duties to the Company.
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The Company offers basic health, major medical and life insurance to its
employees. No retirement, pension or similar program has been adopted by the
Company.
Indemnification of Directors and Officers
The Company's Articles of Incorporation includes certain provisions
permitted pursuant to the Wyoming Business Corporation Act ("WBCA"), whereby
officers and directors of the Company are to be indemnified against certain
liabilities. The Articles of Incorporation also limit to the fullest extent
permitted by the WBCA a director's liability to the Company or its shareholders
for monetary damages for breach of his fiduciary duty as a director, except for
(i) any breach of a director's duty of loyalty to the Company or its
shareholders; (ii) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) acts in violation of
Section 17-16-833 of the WBCA) or (iv) any transaction from which the director
derives an improper personal benefit. This provision of the Articles of
Incorporation has no effect on any director's liability under Federal securities
laws or the availability of equitable remedies, such as injunction or recision,
for breach of fiduciary duty. The Company believes that these provisions will
facilitate the Company's ability to continue to attract and retain qualified
individuals to serve as directors and officers of the Company.
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners
Set forth below is certain information with respect to persons known by
the Company to own beneficially, as of July 4, 2000, 5% or more of the
outstanding shares of its Common Stock1:
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Amount and Nature
Name and Address of of Beneficial Percent
Beneficial Owner Ownership of Common Stock
-------------------------------------------------------------------------------
Simmonds Capital Limited (1) 5,077,820 (2) 12.7% (1)
580 Granite Court
Pickering, Ontario Canada
L1W 3Z4
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John G. Simmonds 2,922,129 7.9% (1)
580 Granite Court
Pickering, Ontario Canada
L1W 3Z4
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(1) Based on 36,443,742 shares outstanding at July 4, 2000.
(2) SCL owns an aggregate of 1,619,376 shares of common stock of TrackPower,
representing 4.4% of the aggregate shares of common stock of TrackPower
outstanding. In addition, SCL owns (i) 1,000,000 shares of preferred stock
of the Company, which are convertible into an aggregate of 1,000,000
shares of common stock of the Company; (ii) warrants to purchase 1,250,000
shares of common stock of the Company at an exercise price of $2.00 per
share; and (iii) warrants to purchase 1,208,444 shares of common stock of
the Company at an exercise price of $2.50 per share; assuming the
conversion of such preferred stock and the exercise of such warrants, SCL
owns 12.7% of the outstanding common stock of TrackPower. This does not
include any securities of the Company owned by certain directors and/or
officers of SCL who are also directors and/or officers of the Company.
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Security Ownership of Management
The following table sets forth the beneficial ownership of Common Stock of
the Company as of July 4, 2000, by each director, each executive officer named
in the Summary Compensation Table, and by all directors and executive officers
of the Company as a group:
-----------------------------------------------------------
Amount and Nature Percent
Name and Address of of Beneficial of Common
Beneficial Owner Ownership (1) Stock (2)
-----------------------------------------------------------
John G. Simmonds(3)(10) 2,922,129 7.9%
580 Granite Court
Pickering, Ontario,
Canada L1W 324
-----------------------------------------------------------
Kenneth J. Adelberg(4) 1,776,126 4.7%
1001 Sussex Blvd.
Broomall,
Pennsylvania 29008
-----------------------------------------------------------
Charles Cernansky (5) 342,511 1.0%
WestCap Partners, Inc.
745 Fifth Avenue
New York, New York
10151
-----------------------------------------------------------
Lawrence P. Aziz (6) 622,955 1.7%
PBI Office Interiors
1305 Morningside Ave.
Unit 15
Scarborough, Ontario
Canada
-----------------------------------------------------------
Arnold Smolen (7) 456,589 1.2%
2515 Boston St. Unit
1103
Baltimore, Maryland
21224
-----------------------------------------------------------
Gary N. Hokkanen (8) 750,000 2.0%
580 Granite Court
Pickering, Ontario
Canada L1W 3Z4
-----------------------------------------------------------
Carrie J. Weiler (9) 1,182,389 3.2%
580 Granite Court
Pickering, Ontario
Canada L1W 3Z4
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All Executive 8,052,699 21.7%
Officers and
Directors as a group,
including those named
above (7 persons)
-----------------------------------------------------------
(1) Except as otherwise indicated below, each named person has voting and
investment power with respect to the securities owned by them.
(2) Based on 36,443,742 shares outstanding at July 4, 2000.
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(3) Represents (a) 2,031,462 shares of the Company's common stock; (b) 104,222
warrants to purchase the Company's common stock at an exercise price of
$2.50 per share, issued December 19, 1999; (c) 162,000 common shares
issuable upon conversion of $81,000 of convertible debentures issued on
October 31, 1999; (d) 1620,000 warrants to purchase common stock of the
Company at $0.75 per share issuable upon the conversion of convertible
debentures described in (c) above; (e) 115,139 shares of the Company's
common stock owned by Mr. Simmonds' wife; (f) 52,111 warrants to purchase
the Company's common stock at an exercise price of $2.50 per share, issued
December 19, 1999 owned by Mr. Simmonds' wife; (g) 65,139 shares of the
Company's common stock held in trust by Mr. Simmonds' wife for Mr.
Simmonds' so Jack Simmonds; (h) 26,056 warrants to purchase the Company's
common stock at an exercise price of $2.50 per share, issued December 19,
1999 held in trust by Mr. Simmonds' wife for Mr. Simmonds' son Jack
Simmonds; (i) 50,000 common shares issuable upon conversion of $25,000 of
convertible debentures issued on October 31, 1999 held by Mr. Simmonds'
wife for Mr. Simmonds' son Jack Simmonds; and (j) 50,000 warrants to
purchase common stock of the Company at $0.75 per share issuable upon the
conversion of convertible debentures described in (i) above held by Mr.
Simmonds' wife in trust for Mr. Simmonds' son Jack Simmonds; (k) 52,000
common shares issuable upon conversion of $26,000 of convertible
debentures issued on October 31, 1999 held by Mr. Simmonds' wife for Mr.
Simmonds' son Henry Simmonds; and (l) 52,000 warrants to purchase common
stock of the Company at $0.75 per share issuable upon the conversion of
convertible debentures described in (k) above held by Mr. Simmonds' wife
in trust for Mr. Simmonds' son Henry Simmonds.
(4) Represents (a) 544,015 shares of the Company's common stock; (b) 52,111
warrants to purchase the Company's common stock at an exercise price of
$2.50 per share issued December 19, 1999; (c) 590,000 common shares
issuable upon conversion of $295,000 of convertible debentures issued on
October 31, 1999; and (d) 590,000 warrants to purchase common stock of the
Company at $0.75 per share issuable upon the conversion of convertible
debentures described in (c) above.
(5) Represents (a) 15,000 warrants owned by an affiliate to purchase the
Company's common stock at an exercise price of $.30 per share issued on
April 17, 1998; (b) 6,253 warrants to purchase the Company's common stock
at an exercise price of $2.50 per share, issued December 19, 1999; (3)
171,258 shares of the Company's common stock, which excludes 164,000
shares of the Company's common stock which is subject to a dispute with a
third party; and (d) options to acquire 150,000 shares of the Company's
common stock, granted under the NSO Plan on May 14, 1999 at an exercise
price of $0.90 per share, all of which are fully exercisable.
(6) Represents (a) 402,111 shares of the Company's common stock; (b) 20,844
warrants to purchase the Company's common stock at an exercise price of
$2.50 per share issued December 19, 1999; (c) 100,000 common shares
issuable upon conversion of $50,000 of convertible debentures issued on
October 31, 1999; and (d) 100,000 warrants to purchase common stock of the
Company at $0.75 per share issuable upon the conversion of convertible
debentures described in (c) above.
(7) Represents (a) 204,478 shares of the Company's common stock; (b) 52,111
warrants to purchase the Company's common stock at an exercise price of
$2.50 per share issued December 19, 1999; (c) options to acquire 200,000
shares of the Company's common stock granted under the NSO Plan on May 14,
1999 at an exercise price of $0.90 per share, all of which are fully
exercisable.
(8) Represents (a) 500,000 shares of the Company's common stock; (b) options
to acquire 150,000 shares of the Company's common stock granted under the
NSO Plan on May 14, 1999 at an exercise price of $0.90 per share, all of
which are fully exercisable; and (c) 100,000 warrants to purchase the
Company's common stock at an exercise price of $.75 per share issued on
January 31, 2000.
(9) Represents (a) 730,278 shares of the Company's common stock; (b) 52,111
warrants to purchase the Company's common stock at an exercise price of
$2.50 per share issued December 19, 1999; (c) 200,000 common shares
issuable upon conversion of $100,000 of convertible debentures issued on
October 31, 1999; and (d) 200,000 warrants to purchase common stock of the
Company at $0.75 per share issuable upon the conversion of convertible
debentures described in (c) above.
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(10) Does not include securities owned by SCL, other than with respect to
options to purchase the Company's stock granted by SCL, as described
above. The relationship of such person to SCL is described below under
"Certain Relationships and Related Transactions."
Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
SCL owns as of July 4,2000 an aggregate of 1,619,376 shares of common
stock of TrackPower, representing 4.4% of the aggregate shares of common stock
of TrackPower outstanding, based on 36,443,742 shares outstanding. In addition,
SCL owns (i) 1,000,000 shares of preferred stock of the Company, which are
convertible into an aggregate of 1,000,000 shares of common stock of the
Company; (ii) warrants to purchase 1,250,000 shares of common stock of the
Company at an exercise price of $2.00 per share; and (iii) warrants to purchase
1,208,444 shares of common stock of the Company at an exercise price of $2.50
per share; assuming the conversion of such preferred stock and the exercise of
such warrants, SCL owns 12.7% of the outstanding common stock of TrackPower.
(The above figures do not include any securities of the Company owned by
officers and/or directors of SCL who are also officers and/or directors of the
Company.) Mr. John G. Simmonds, either directly or through various affiliates,
owns approximately 5% of the stock of SCL.
Certain of the stock of TrackPower owned by SCL was acquired in December
1995, in connection with the grant to TrackPower of certain exclusive license
rights and the sale of assets. Additional shares were acquired in November 1996,
in connection with an exclusive distribution license granted to TrackPower. In
addition, in January 1998, SCL completed the sale to TrackPower of certain
intellectual property and other assets. As consideration for these assets, SCL
received 1,000,000 shares of convertible preferred stock of TrackPower, which
are convertible at the option of the holder into 1,000,000 shares of common
stock of TrackPower, and a warrant exercisable until January 31, 2001 to
purchase 500,000 common shares of TrackPower at a purchase price of $2.00 per
share. In connection with these transactions, the Company agreed to pay to SCL
an aggregate of $25,000 per month for the services of Mr. Simmonds, Ms. Weiler
and Mr. Hokkanen.
On October 16, 1998, a wholly-owned subsidiary of SCL, Midland
International Corporation, transferred ownership of 4,230,906 shares of common
stock of the Company to Mees Pierson ICS Limited, pursuant to a debt settlement
agreement between SCL, Midland International Corporation and Mees Pierson ICS
Limited. On May 4, 1999, Mr. Simmonds and a group of close business associates
and investors familiar with TrackPower acquired the block of 4,230,906 shares
from Mees Pierson. Mr. Simmonds and his immediate family acquired 170,906 of the
shares. Effective June 4, 1999, TrackPower issued to SCL 1,000,000 warrants to
purchase the Company's common stock at any time over the next four years at an
exercise price of $2.50 per share and the option to receive 750,000 shares of
common stock of the Company in payment of an "earnout" given to SCL in January
1998, in consideration for guaranteeing the Company's obligations under a
contract with a subsidiary of EchoStar Satellite Communications Inc. and a
general guarantee of all of the Company's obligations until March 1, 2000.
Mr. Simmonds, Chairman of the Board, President and Chief Executive Officer
of TrackPower, serves SCL in the same capacities. In addition, Gary Hokkanen,
Chief Financial Officer of the Company, is Chief Financial Officer of SCL and
Carrie Weiler, Vice President and Corporate Secretary of the Company, is Vice
President of Corporate Development of SCL.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: July 14, 2000
TRACKPOWER, INC.
/s/ John G. Simmonds
-----------------------------------
John G. Simmonds,
Chairman of the Board,
Chief Executive Officer & Director
In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated below.
Date: July 14, 2000
/s/ John G. Simmonds
----------------------------------------------
John G. Simmonds,
Chairman of the Board, Chief Executive Officer
and Director
(Principal Executive Officer)
/s/ Gary Hokkanen
---------------------------------------------
Gary Hokkanen
Chief Financial Officer
(Principal Financial Officer)
/s/ Charles Cernansky
---------------------------------------------
Charles Cernansky, Director
/s/ Lawrence P. Aziz
---------------------------------------------
Lawrence P. Aziz, Director
/s/ Arnold Smolen
---------------------------------------------
Arnold Smolen, Director
/s/ Kenneth J. Adelberg
---------------------------------------------
Kenneth J. Adelberg, Director
