<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the 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
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (section) .240.14a-11(c) or
(section).240.14a-12
Fotoball USA, Inc. .
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(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)(1) 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
statement 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>
FOTOBALL USA, INC.
3738 RUFFIN ROAD
SAN DIEGO, CALIFORNIA 92123
------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 2000
-------------------
TO THE HOLDERS OF COMMON STOCK OF FOTOBALL USA, INC.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Fotoball USA, Inc. (the "Corporation") will be held at 2:30 P.M., local time, on
May 9, 2000, at the Sheraton Four Points Hotel located at 8110 Aero Drive, San
Diego, California, for the following purposes:
1. To elect two (2) directors of the Corporation to hold office
until the 2003 Annual Meeting of Stockholders and until the
election and qualification of their successors.
2. To transact such other business as may properly come before
the meeting or any and all adjournments thereof.
Only holders of record of the Corporation's Common Stock at the close
of business on March 24, 2000 are entitled to receive notice of, and to vote at,
the meeting and any adjournment(s) thereof. Such stockholders may vote in person
or by proxy. The stock transfer books of the Corporation will not be closed.
Stockholders who find it convenient are cordially invited to attend the
meeting in person. If you are not able to do so and wish that your shares be
voted, you are requested to fill in, sign, date and return the accompanying
proxy in the enclosed envelope. No postage is required if mailed in the United
States.
By Order of the Board of Directors,
KAREN M. BETRO
Secretary
Dated: March 31, 2000
<PAGE>
FOTOBALL USA, INC.
3738 RUFFIN ROAD
SAN DIEGO, CALIFORNIA 92123
-----------------
PROXY STATEMENT
-----------------
ANNUAL MEETING OF STOCKHOLDERS
MAY 9, 2000
-----------------
This statement is furnished in connection with the solicitation by the
Board of Directors of Fotoball USA, Inc. (the "Corporation") of proxies to be
used at the Annual Meeting of Stockholders of the Corporation to be held at 2:30
P.M., local time, on May 9, 2000, at the Sheraton Four Points Hotel located at
8110 Aero Drive, San Diego, California, and at any adjournment(s) thereof. If
proxy cards in the accompanying form are properly executed and returned, the
shares of the Corporation's Common Stock, par value $.01 per share (the "Common
Stock"), represented thereby will be voted as instructed on the proxy, but if no
instructions are given, such shares will be voted (1) for the election as
director of the Board of Directors of the nominees below and (2) in the
discretion of the proxies named in the proxy card on any other proposals
properly to come before the meeting or any adjournment thereof.
Any proxy may be revoked prior to its exercise, but the attendance at
the meeting by any stockholder who has previously given a proxy will not have
the effect of revoking the proxy unless such stockholder delivers written notice
of revocation to the secretary of the meeting prior to the exercise of the
proxy. The approximate date of mailing of this Proxy Statement and the
accompanying proxy card is April 7, 2000.
VOTING
Holders of record of the Common Stock on March 24, 2000 (the "Record
Date") will be entitled to vote at the Annual Meeting or any adjournment
thereof. As of that date, there were 3,575,368 shares of Common Stock
outstanding and entitled to vote and a majority, or 1,787,685 of these shares,
will constitute a quorum for the transaction of business. Each share of Common
Stock entitles the holder thereof to one vote on all matters to come before the
meeting, including the election of the directors named herein.
The favorable vote of a plurality of the votes cast at the meeting is
necessary to elect the directors nominated for election at the meeting.
Abstentions will have the same effect as votes against the proposals. Broker
non-votes (i.e., instances where brokers are prohibited from exercising
discretionary authority for beneficial owners who have not returned a proxy)
will be disregarded for the proposals set forth above and will have no effect on
the outcome of the votes for such proposals. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE PROPOSALS SET FORTH ABOVE.
<PAGE>
ELECTION OF DIRECTORS
The Corporation's Certificate of Incorporation and By-laws provide for
a Board of Directors divided into three classes of directors serving staggered
three-year terms. The Board of Directors currently consists of five members. At
the forthcoming meeting to be held on May 9, 2000, two (2) directors from the
third class will be elected for a term expiring at the 2003 Annual Meeting of
Stockholders. The Board of Directors has recommended Michael Favish and John J.
Shea as the nominees for election as directors from such class. The continuing
directors from the first class, Salvatore T. DiMascio and Nicholas A. Giordano,
are serving terms that expire on the date of the 2001 Annual Meeting of
Stockholders and the continuing director from the second class, Joel K.
Rubenstein, is serving a term that expires on the date of the 2002 Annual
Meeting of Stockholders.
UNLESS OTHERWISE SPECIFIED IN THE ACCOMPANYING PROXY, THE SHARES VOTED
PURSUANT THERETO WILL BE CAST FOR MICHAEL FAVISH AND JOHN J. SHEA AS THE
DIRECTORS FROM THE THIRD CLASS, TO HOLD OFFICE UNTIL THE 2003 ANNUAL MEETING OF
STOCKHOLDERS AND UNTIL THEIR SUCCESSORS SHALL BE DULY ELECTED AND SHALL HAVE
QUALIFIED. If, for any reason, at the time of election, Mr. Favish or Mr. Shea
should be unwilling to accept nomination or election, it is intended that such
proxy will be voted for the election, in his place, of a substitute nominee
recommended by the Board of Directors. However, the Board of Directors has no
reason to believe that Mr. Favish or Mr. Shea will be unable or unwilling to
serve as a director, if elected.
Information with respect to the Corporation's directors is set forth
below.
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
POSITIONS PRESENTLY HELD HAS BEEN A
NAME AGE WITH THE CORPORATION DIRECTOR SINCE
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CURRENT NOMINEE:
Michael Favish 51 President, Chief Executive 1988
Officer and Director
John J. Shea 62 Director 1999
DIRECTORS FROM FIRST CLASS:
Salvatore T. DiMascio 60 Director 1997
Nicholas A. Giordano 57 Director 1998
DIRECTOR FROM SECOND CLASS:
Joel K. Rubenstein 63 Director 1994
</TABLE>
2
<PAGE>
MICHAEL FAVISH has served as President and a director of the Company
since his founding of the Company in December 1988 and as President, Chief
Executive Officer and a director of the Company since March 1994. Mr. Favish has
over 27 years of product design, manufacturing and sourcing experience and has
established a number of strategic international sourcing alliances.
JOHN J. SHEA has served as Director of the Company since August 1999.
Mr. Shea served as President and Chief Executive Officer of Spiegel, Inc. from
1985 through 1997 and Vice Chairman of Spiegel from 1989 to 1997. Before joining
Spiegel, Mr. Shea worked 21 years at the John Wanamaker Company, Philadelphia,
serving ultimately as Senior Vice President and a member of the Executive Board.
Mr. Shea also served as Chairman of the Board of the National Retail Federation,
the world's largest retail trade association. Mr. Shea also serves as the
Chairman of the Board of Trustees of LaSalle University and a member of the
Advisory Board of the Kellogg Graduate School of Management at Northwestern
University. Mr. Shea is currently serving on the Board of Directors of Pulte
Corporation and Home Place of America, both of which are publicly-held
corporations.
SALVATORE T. DIMASCIO has served as a director of the Company since
August 1997. Since 1986, Mr. DiMascio has been President of DiMascio Venture
Management, Inc., a management and investment firm. Additionally, from 1994 to
1997, Mr. DiMascio was Executive Vice President of Anchor Gaming, Inc., a public
gaming company. From 1978 to 1986, Mr. DiMascio was Senior Vice President and
Chief Financial Officer of Conair Corporation, a public manufacturer of health
and beauty products. Mr. DiMascio's previous business experience includes Audit
Manager with Arthur Young & Co., a national CPA firm, and as Controller of
Revlon Inc. Mr. DiMascio is currently serving on the Board of Directors of
H.E.R.C. Products Inc., a publicly held corporation.
NICHOLAS A. GIORDANO has served as a director of the Company since July
1998. In July 1998, Mr. Giordano was appointed interim President of LaSalle
University for a one-year term. Additionally, from 1971 through August 1997, Mr.
Giordano held various positions at The Philadelphia Stock Exchange, including
from 1981 to 1997 as President and Chief Executive Officer. He also served as
Chairman of the Board of the exchange's two subsidiaries: Stock Clearing
Corporation of Philadelphia and Philadelphia Depository Trust Company. Mr.
Giordano's previous business experience includes serving as Chief Financial
Officer at two brokerage firms (1968-1971) and as a Certified Public Accountant
at Price Waterhouse (1965-1971). Mr. Giordano is currently serving on the Board
of Directors of W.T. Trust, a mutual fund, and Independence Blue Cross of
Philadelphia.
JOEL K. RUBENSTEIN has served as a director of the Company since August
1994. From April 1990 through April 1992 and from March 1994 to present, Mr.
Rubenstein has been a partner of the Contrarian Group, Inc., an operating
management company. In addition, from April 1994 to present, Mr. Rubenstein has
been a principal of Oracle One Partners, Inc., a marketing management company.
From April 1992 through March 1994, Mr. Rubenstein served as the Senior Project
Manager, Business & Economic Development for Rebuild L.A., the recovery
organization created after the Los Angeles riots. Prior to such time, from
January 1985 through April 1990, Mr. Rubenstein served as the Vice President,
Corporate Marketing for Major League Baseball, Office of the Commissioner.
3
<PAGE>
MEETINGS OF THE BOARD OF DIRECTORS
During the fiscal year ended December 31, 1999, the Board of Directors
held five meetings. During such period, each of the then-current directors of
the Corporation attended 75% or more of the aggregate of (1) the total number of
meetings of the Board of Directors and (2) the total number of meetings held by
all committees of the Board of Directors on which such director served.
The Board of Directors has standing audit and compensation committees.
The members of the audit committee are Salvatore T. DiMascio and
Nicholas A. Giordano. The audit committee's primary responsibilities are to
recommend the appointment of the Corporation's independent auditors and to
review the scope and results of the audits, the internal accounting controls of
the Corporation, audit practices and the professional services furnished by the
independent auditors. The audit committee held two meetings during the year
ended December 31, 1999.
The members of the compensation committee are Joel K. Rubenstein and
Salvatore T. DiMascio. The compensation committee's primary responsibility is to
review the compensation arrangements relating to senior officers of the
Corporation and to administer the Corporation's 1998 Stock Option Plan (the
"Plan"). The compensation committee held three meetings during the year ended
December 31, 1999.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Corporation's directors and executive officers and
persons who own beneficially more than ten percent of the Common Stock to file
with the Securities and Exchange Commission initial reports of beneficial
ownership and reports of changes in beneficial ownership of the Common Stock.
Officers, directors and persons owning more than ten percent of the Common Stock
are required to furnish the Corporation with copies of all such reports. To the
Corporation's knowledge, based solely on a review of copies of such reports
furnished to the Corporation, the Corporation believes that, during fiscal 1999,
all Section 16(a) filing requirements applicable to its officers, directors and
persons owning beneficially more than ten percent of the Common Stock were in
compliance.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information as of March 31, 2000
with respect to the Common Stock of the Corporation beneficially owned by (a)
all persons known to the Corporation to own beneficially more than 5% of any
class of voting security of the Corporation, (b) all directors and nominees, (c)
the Named Executives (as defined under the caption "Executive Compensation") and
(d) all executive officers and directors of the Corporation as a group.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
SUMMARY OF BENEFICIAL OWNERSHIP
- --------------------------------------------------------------------------------------------------------------------
AMOUNT OF BENEFICIAL % OF STOCK
NAME ADDRESS OWNERSHIP (1) OWNERSHIP (1)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Michael Favish 3738 Ruffin Road 539,085 (2) 14.6%
San Diego, CA 92123
Salvatore T. DiMascio 22951 Aegean Sea Drive 17,000 (3) *
Monarch Beach, CA 92629
Nicholas A. Giordano 1755 Governor's Way 17,500 (4) *
Blue Bell, PA 19422
Joel K. Rubenstein 1071 Camelback Street, Suite 111 19,000 (5) *
Newport Beach, CA 92660
John J. Shea 15 Woodgate Drive 12,000 (6) *
Burr Ridge, IL 60521
Carl E. Francis 3738 Ruffin Road 27,166 (7) *
San Diego, CA 92123
Steven B. Katzke 3738 Ruffin Road 5,696 (8) *
San Diego, CA 92123
All officers and directors as a group (9 persons) 681,782 18.0%
</TABLE>
*Less than 1%.
(1) This table identifies persons and entities having sole voting and/or
investment power with respect to the shares set forth opposite their
names as of March 31, 2000 according to information furnished to the
Corporation by each of them. A person is deemed to be the beneficial
owner of securities that can be acquired by such person within 60 days
from the date of this Proxy Statement upon the conversion of
convertible securities or the exercise of warrants or options. Percent
of Common Stock ownership is based on 3,575,368 shares of Common Stock
outstanding, and assumes that in each case the person or entity only,
or the group only, exercised his or its rights to purchase all shares
of Common Stock underlying stock options and warrants.
(2) Includes 110,000 and 3,333 shares of Common Stock issuable upon
exercise of currently exercisable options at per share exercise prices
of $1.69 and $2.69, respectively.
(3) Includes 5,000 shares of Common Stock issuable upon exercise of
currently exercisable options at a per share exercise price
of $4.75.
(4) Includes 5,000 and 5,000 shares of Common Stock issuable upon exercise
of currently exercisable options at per share exercise prices of $2.38
and $4.75, respectively.
(5) Includes 7,500, 5,000 and 5,000 shares of Common Stock issuable upon
exercise of currently exercisable options at per share exercise prices
of $1.69, $2.38 and $4.75, respectively.
(6) Includes 5,000 shares of Common Stock issuable upon exercise of
currently exercisable options at a per share exercise price
of $4.84.
(7) Includes 25,000 and 1,666 shares of Common Stock issuable upon exercise
of currently exercisable options at per share exercise prices of $1.69
and $2.69, respectively.
(8) Includes 5,000 shares of Common Stock issuable upon exercise of
currently exercisable options at a per share exercise price
of $1.69.
5
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION
The following table shows, for the fiscal years ended December 31,
1997, 1998 and 1999, the compensation paid by the Corporation, as well as
certain other compensation paid or accrued for those years, to Michael Favish,
the Corporation's President and Chief Executive Officer, Carl E. Francis, the
Corporation's Senior Vice President of Sales and Marketing, and Steven B.
Katzke, the Corporation's Vice President, Specialty Sales and Marketing (the
"Named Executives"). No other person who served as an executive officer of the
Corporation received salary and bonus in excess of $100,000 during the fiscal
year ended December 31, 1999.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
--------------------------------------------------- -----------------------
Name and
Principal Position Year Salary ($) Bonus ($) Other ($) Options (#)
- ---------------------------------------------------------------------------------------- -----------------------
<S> <C> <C> <C> <C> <C>
Michael Favish 1999 190,000 47,000 0 7,000
President and Chief 1998 165,000 20,000 22,070 (1) 10,000
Executive Officer 1997 165,000 0 0 0
Carl E. Francis 1999 88,000 47,000 0 5,000
Senior Vice President, 1998 80,000 40,000 0 20,000
Sales and Marketing 1997 75,000 17,000 0 0
Steven B. Katzke 1999 75,000 75,000 0 5,000
Vice President, Specialty 1998 60,000 37,000 0 20,000
Sales and Marketing 1997 48,000 13,000 0 0
</TABLE>
(1) Includes $9,000 for reimbursement of automobile expenses, $7,700 for
disability insurance coverage and $5,370 for health insurance coverage.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Michael Favish, President and Chief Executive Officer of the
Corporation, and Karen Betro, Vice President of Operations of the Corporation,
have a long-term relationship. Derrick Favish, a non-officer employee and
stockholder of the Corporation, is the brother of Michael Favish, the President
and Chief Executive Officer of the Corporation. Greg Favish and Terry Favish,
non-officer employees of the Corporation, are the sons of Michael Favish.
Any future transaction with directors, executive officers or their
affiliates, including, without limitation, any granting or forgiveness of loans,
will be made only if the transaction has been approved by a majority of the then
independent and disinterested members of the Board of Directors and is on terms
no less favorable to the Corporation than could have been obtained from
unaffiliated parties.
6
<PAGE>
STOCK OPTIONS
The following table contains information concerning the grant of stock
options under the Plan to the Named Executives during the Corporation's last
fiscal year:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
OPTION GRANTS IN LAST FISCAL YEAR
- --------------------------------------------------------------------------------------------------------------------
OPTIONS % OF 145,000 OPTIONS GRANTED EXERCISE EXPIRATION
NAME GRANTED (#) UNDER THE PLAN PRICE($/SH) DATE
- ------------------------- -------------------------- ------------------------------ --------------- ----------------
<S> <C> <C> <C> <C>
Michael Favish 7,000 4.8 6.625 12/07/09
Carl E. Francis 5,000 3.4 6.625 12/07/09
Steven B. Katzke 5,000 3.4 6.625 12/07/09
</TABLE>
Options granted under the Plan become exercisable in three equal
installments on each of the first, second and third anniversary of the date of
grant. The options were granted at an exercise price equal to not less than the
fair market value of the Common Stock on the date of grant. The Corporation does
not currently grant stock appreciation rights.
OPTION HOLDINGS
The following table sets forth stock options exercised by the Named
Executives during 1999 and unexercised options held by the Named Executives as
of the end of the Corporation's last fiscal year.
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND YEAR-END OPTION VALUES
- ----------------------------------------------------------------------------------------------------------------------------
SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
NAME SHARES VALUE UNEXERCISED OPTIONS AT MONEY OPTIONS AT
EXERCISED REALIZED 12/31/99 (#) (1) 12/31/99 ($) (2)
(#) ($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------ ------------- ------------ ----------------- ---------------- ------------------ -----------------
<S> <C> <C> <C> <C> <C> <C>
Michael Favish 0 0 113,333 13,667 $520,775 $24,165
Carl E. Francis 0 0 21,666 18,334 $98,528 $58,329
Steven B. Katzke 5,000 $ 14,307 6,666 18,334 $29,161 $58,329
</TABLE>
(1) This represents the total number of shares subject to stock options held by
the Named Executives as of December 31, 1999. These options were granted on
various dates during the years 1994 through 1999.
(2) Based on the $6.3125 closing price of the Company's Common Stock on the
Nasdaq National Market on December 31, 1999.
7
<PAGE>
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
The Corporation is party to an employment agreement (the "Favish
Agreement") with Michael Favish, which provides that Mr. Favish will serve as
President and Chief Executive Officer for a three-year term commencing on August
10, 1999. Mr. Favish's annual base salary was $190,000 in 1999 and was increased
to $210,000 in 2000, with annual increases at the discretion of the compensation
committee. Mr. Favish is also entitled to a bonus at the discretion of the
compensation committee and will be granted options, vesting over a three-year
period, to purchase not less than 10,000 shares of Common Stock per year at a
per share exercise price equal to the then-current fair market value. During
1999, Mr. Favish waived his right to receive options to purchase 3,000 shares of
Common Stock and received options to purchase 7,000 shares of Common Stock,
pursuant to the Favish Agreement.
The Favish Agreement also provides that Mr. Favish will not engage in a
business which competes with the Corporation for the term of the Favish
Agreement and for one year thereafter. In the event that Mr. Favish's employment
is terminated as a result of a Constructive Termination (as defined in the
Favish Agreement), the Favish Agreement provides that the Corporation will pay
Mr. Favish the base salary and bonus compensation payable to Mr. Favish for a
period equal to the greater of (i) the remainder of the term of the Favish
Agreement or (ii) one year. In the event that Mr. Favish's employment is
terminated following a Change in Control of the Corporation (as defined in the
Favish Agreement), the Favish Agreement provides that the Corporation will pay
Mr. Favish a termination and non-competition payment equal to the greater of (i)
the base salary and bonus compensation payable to Mr. Favish through the
remainder of the term of the Favish Agreement or (ii) 2.99 times Mr. Favish's
base salary and bonus compensation for the calendar year prior to such
termination.
DIRECTOR COMPENSATION
Directors who are not employees of the Corporation receive cash
compensation of $15,000 per calendar year and options to purchase 5,000 shares
of Common Stock under the Plan on July 1 of each year of service on the Board of
Directors. All directors are reimbursed for reasonable expenses incurred in
connection with attendance of meetings.
8
<PAGE>
OTHER BUSINESS
The Board of Directors of the Corporation knows of no other matters
that may be presented at the Annual Meeting. However, if any other matters
properly come before the meeting, or any adjournment thereof, it is intended
that proxies in the accompanying form will be voted in accordance with the
judgment of the persons named therein.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the next annual
meeting of the Corporation's stockholders must be received by the Corporation
for inclusion in the Corporation's 2001 Proxy Statement on or prior to January
7, 2001.
Such proposals should be sent to the Chief Financial Officer of the
Corporation by certified mail, return receipt requested. A proxy will confer
discretionary authority to management of the Corporation to vote on any matter
at the next annual meeting of the Corporation's stockholders other than matters
for which the Corporation received notice by a stockholder prior to February 20,
2001; provided, however, that if the 2000 Annual Meeting of Stockholders is held
more than 30 days from May 9, 2001, the Corporation will notify the stockholders
of a revised date for submitting notice to the Corporation.
ANNUAL REPORTS AND FINANCIAL STATEMENTS
The Annual Report to Stockholders of the Corporation for the year ended
December 31, 1999 is being furnished simultaneously herewith. Such report and
the financial statements included therein are not to be considered a part of
this Proxy Statement.
UPON THE WRITTEN REQUEST OF ANY STOCKHOLDER, MANAGEMENT WILL PROVIDE,
FREE OF CHARGE, A COPY OF THE CORPORATION'S ANNUAL REPORT ON FORM 10-KSB FOR THE
FISCAL YEAR ENDED DECEMBER 31, 1999, INCLUDING THE FINANCIAL STATEMENTS AND
EXHIBITS THERETO. REQUESTS SHOULD BE DIRECTED TO CHIEF FINANCIAL OFFICER,
FOTOBALL USA, INC., 3738 RUFFIN ROAD, SAN DIEGO, CALIFORNIA 92123.
COST OF SOLICITATION
The cost of soliciting proxies in the accompanying form has been or
will be borne by the Corporation. In addition to solicitation by mail,
solicitations may be made personally, by telephone, by telegraph or by mail by
officers, directors and employees of the Corporation, without additional
remuneration therefore, and arrangements may be made with brokerage houses and
other custodians, nominees and fiduciaries to send proxies and proxy material to
their principals, and the Corporation may reimburse them for their reasonable
out-of-pocket expenses.
It is important that your shares be represented at the meeting. If you
are unable to be present in person, you are respectfully requested to sign the
enclosed proxy and return it in the enclosed stamped and addressed envelope as
promptly as possible.
By Order of the Board of Directors,
KAREN M. BETRO
Secretary
Dated: March 31, 2000
San Diego, California
9
<PAGE>
PROXY
FOTOBALL USA, INC.
ANNUAL MEETING OF STOCKHOLDERS, MAY 9, 2000
The undersigned hereby appoints Michael Favish and Clifford A. Lyon, and
each of them, his/her attorneys and proxies with full power of substitution to
vote and act with respect to all shares of Common Stock of Fotoball USA, Inc.
(the "Corporation") of the undersigned at the Annual Meeting of Stockholders of
the Corporation to be held at 2:30 P.M., local time, on May 9, 2000 or at any
adjournment(s) thereof (the "Meeting"), and instructs them to vote as indicated
on the matters referred to in the Proxy Statement for the Meeting, receipt of
which is hereby acknowledged, with discretionary power to vote upon such other
business as may properly come before the Meeting or any adjournment(s) thereof.
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT
IN THE ENCLOSED POSTAGE PAID ENVELOPE.
This Proxy will be voted as specified. IF NO SPECIFICATION IS MADE, THIS
PROXY WILL BE VOTED FOR ALL PROPOSALS.
- -------------------------------------------------------------------------------
(Continues on the reverse side)
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE CORPORATION. The
Board of Directors recommends that you vote FOR the following proposals:
1. To elect two directors to hold office until the 2003 Annual Meeting of
Stockholders and until the election and qualification of their successors:
<TABLE>
<CAPTION>
<S> <C>
[ ] FOR the nominee listed below [ ] WITHHOLD AUTHORITY to vote for the nominee listed below
Nominee: Michael Favish
[ ] FOR the nominee listed below [ ] WITHHOLD AUTHORITY to vote for the nominee listed below
Nominee: John J. Shea
2. To transact such other business as may properly come before the Meeting.
</TABLE>
RECEIPT OF THE NOTICE OF ANNUAL MEETING AND PROXY STATEMENT IS HEREBY
ACKNOWLEDGED.
Dated____________________________________________
_________________________________________________
_________________________________________________
Signature(s) of Stockholder(s)
This Proxy shall be signed exactly as your name(s) appears hereon, if
as attorney, executor, guardian or in some representative capacity or as an
officer of a corporation, please add title as such.
