-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, raUikoZXzrb85YB28JORyGF7oLGbGf3gdsYTEhVj20PpHKipY73EEqjJloS9jPdz 0R3UjeKucWdpyCP71doAyA== 0000950148-95-000412.txt : 19950725 0000950148-95-000412.hdr.sgml : 19950725 ACCESSION NUMBER: 0000950148-95-000412 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950822 FILED AS OF DATE: 19950724 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SPORTS TECH INC CENTRAL INDEX KEY: 0000014280 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 880085608 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: 1934 Act SEC FILE NUMBER: 000-16730 FILM NUMBER: 95555406 BUSINESS ADDRESS: STREET 1: 1700 E DESERT INN RD #307 CITY: LAS VEGAS STATE: NV ZIP: 89109 BUSINESS PHONE: 7027357774 MAIL ADDRESS: STREET 1: 400 CORPORATE POINTE SUITE 780 CITY: CULVER CITY STATE: CA ZIP: 90280 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL HOLDINGS INC DATE OF NAME CHANGE: 19920518 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL GAMING CORP DATE OF NAME CHANGE: 19890518 FORMER COMPANY: FORMER CONFORMED NAME: BRISTOL SILVER MINES CO DATE OF NAME CHANGE: 19801201 DEFS14A 1 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities and Exchange Act of 1934 Filed by: [x] THE REGISTRANT [ ] 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-5(e)(2)) [x] DEFINITIVE PROXY STATEMENT [ ] Definitive Additional Materials [ ] Solicitation Material Pursuant to Section 240.14a-11 or Section 240.14a-12 SPORTS-TECH, INC. ------------------------------------------------ (Name of Registrant as Specified in Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(j)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14A-6(i)(3). [ ] Fee computed below per Exchange Act Rules 14a-6(j)(4) and 0-11: (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price of other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: [x] FEE PREVIOUSLY PAID 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: (1) Amount previously paid: (2) Form, Schedule or Registration Number: (3) Filing Party: (4) Date filed: 2 SPORTS-TECH, INC. 400 CORPORATE POINTE, SUITE 780 CULVER CITY, CALIFORNIA 90230 310/342-2800 From the desk of Barry Peters, Chairman and Chief Executive Officer July 26, 1995 Dear Shareholder: It is my pleasure to invite you to a Special Meeting of the Shareholders of SPORTS-TECH, INC. This will be the first chance to meet your new Board of Directors and Management since the consummation of the merger in April 1995. The Special Meeting will be held at 9:30 a.m., on Tuesday, August 22, 1995, at 400 Corporate Pointe, Culver City, California. Admission to the meeting will begin at 8:30 a.m. Directions to the conference room for the meeting will be available in the lobby of the building. The enclosed Notice of Special Meeting of Shareholders and the Proxy Statement describe the formal business of the Special Meeting, which is management's proposal to amend the Company's Amended and Restated Articles of Incorporation to change the name of the Company to All-Comm Media Corporation. Also during the Special Meeting, management will address and discuss other corporate matters which may be of interest to you as a shareholder. It is important that your shares are represented at this Special Meeting, whether or not you attend the Special Meeting in person, and regardless of the number of shares you own. To be sure that your shares are represented, we urge you to complete and return the enclosed proxy card as soon as possible. If you change your mind and plan to attend the Special Meeting, you may deliver written revocation of your proxy in person and submit a ballot at the Meeting. If you change your mind and do not plan to attend the Special Meeting, your proxy can only be revoked by a later-dated proxy delivered prior to the meeting to our offices (via fax to 310/342-2801) or to Continental Stock Transfer & Trust Company (via fax to 212/509-5152). Sincerely, /s/ Barry Peters 3 SPORTS-TECH, INC. 400 CORPORATE POINTE, SUITE 780 CULVER CITY, CALIFORNIA 90230 310/342-2800 NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON TUESDAY, AUGUST 22, 1995 TO THE HOLDERS OF COMMON STOCK OF SPORTS-TECH, INC: A Special Meeting of Shareholders of SPORTS-TECH, INC., a Nevada corporation ("SPTK"), will be held at 9:30 a.m., on Tuesday, August 22, 1995, at 400 Corporate Pointe, Culver City, California. The purposes of the meeting are to: (1) Approve a management proposal to amend the Amended and Restated Articles of Incorporation to change the name of the Company to All-Comm Media Corporation; and (2) Act upon such other matters as may properly come before the meeting. Holders of Common Stock of record at the close of business on July 10, 1995, are entitled to vote at the meeting and any adjournment of the meeting. A list of the shareholders of SPTK as of the close of business on July 10, 1995 will be available for inspection during business hours from July 26, 1995 through August 21, 1995, at 400 Corporate Pointe, Suite 780, Culver City, California, and will also be available at the Special Meeting. By Order of the Board of Directors /s/ E. William Savage E. William Savage, Chief Operating Officer, President and Secretary July 26, 1995 4 SPORTS-TECH, INC. 400 Corporate Pointe, Suite 780 Culver City, California 90230 310/342-2800 PROXY STATEMENT IMPORTANT NOTICE JULY 26, 1995 IF YOU DO NOT PLAN TO ATTEND THE SPECIAL MEETING, YOU MAY VOTE YOUR SHARES BY COMPLETING, DATING, SIGNING, AND PROMPTLY MAILING THE ENCLOSED PROXY CARD IN THE RETURN ENVELOPE PROVIDED. NO POSTAGE IS NECESSARY IF IT IS MAILED IN THE UNITED STATES. ANY PERSON GIVING A PROXY HAS THE POWER TO REVOKE IT AT ANY TIME IN WRITING BEARING A LATER DATE THAN THE PROXY AND DELIVERED TO THE SECRETARY OF THE COMPANY OR TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY, THE AGENT APPOINTED BY THE COMPANY TO COUNT THE VOTES OF THE SHAREHOLDERS. ANY SHAREHOLDERS WHO HAVE PROPERLY REVOKED A PROXY IN WRITING AND ARE PRESENT AT THE SPECIAL MEETING MAY VOTE IN PERSON. SPECIAL MEETING OF SHAREHOLDERS: This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of SPORTS-TECH, INC. ("SPTK") for the use at a Special Meeting of Shareholders of SPTK to be held at 9:30 a.m., on Tuesday, August 22, 1995, at 400 Corporate Pointe, Culver City, California. The purposes of the Special Meeting are to approve management's proposal to change the name of SPTK to All-Comm Media Corporation and to authorize, among other things, the amendment of the Company's Amended and Restated Articles of Incorporation and such other documentation as may be required to effectuate this name change. The Notice, this Proxy Statement, and the accompanying proxy card are being mailed beginning July 26, 1995 to shareholders of record of SPTK's common stock ("Common Stock") at the close of business on July 10, 1995. Each share entitles the registered holder to one vote. As of July 10, 1995, there were 12,065,170 shares of Common Stock outstanding. All shares represented by proxies will be voted by the individuals designated on the enclosed proxy card, all of whom are members of the Board of Directors, in accordance with the shareholders' directions. If the proxy card is signed and returned without specific directions with respect to the matters to be acted upon, the shares will be voted in accordance with the recommendations of the Board of Directors described below. Any shareholder giving a proxy may revoke it at any time before such proxy is voted at the Special Meeting by giving written notice of revocation to either the Company's secretary (via fax to 310/342-2801) or to Continental Stock Transfer & Trust Company (via fax to 212/509-5152), appointed by the Company to count the votes of the shareholders. Once a proxy has been revoked in writing, a shareholder may either (a) attend the Special Meeting and vote in person, or (b) submit a later-dated proxy. The Chairman of the Board will announce the closing of the polls during the Special Meeting. All proxies must be received prior to the closing of the polls in order to be counted. -1- 5 A shareholder may designate a person or persons other than himself or herself to act as the shareholder's proxy rather than the directors named on the proxy card. The shareholder may do so in writing delivered no later than August 21, 1995 by means of facsimile or other electronic transmission to the secretary of the Company (fax: 310/342-2801), and delivering the signed proxy card, together with the original authorization, to such person or persons to present the same at the Special Meeting. The written authorization must state the name or names of the person or persons authorized by the shareholder to act as alternative proxy or proxies. The person(s) designated by the shareholder must present the signed proxy card and the original written authorization to so act at the Special Meeting in order for the shares to be voted. Officers, agents, and employees of the Company and other solicitors retained by the Company may, by letter, by telephone, or in person, make requests for the return of proxies and may receive proxies on behalf of the Company. Brokers, nominees, fiduciaries, and other custodians will be requested to forward soliciting material to the beneficial owners of shares and will be reimbursed for their expenses. All costs of soliciting proxies will be borne by the Company. Shareholders representing a majority of the Common Stock outstanding and entitled to vote must be present in person or represented by proxy in order to constitute a quorum to conduct business at the Special Meeting. A list of eligible voters will be available at the Special Meeting. The following proposal is to be submitted to the shareholders at the Special Meeting: Approval of a management proposal to amend the Amended and Restated Articles of Incorporation to change the name of the Company to All-Comm Media Corporation. YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE, AND RETURN YOUR PROXY CARD PROMPTLY SO THAT A QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING. VOTING As described below, the Board of Directors is submitting to the Shareholders at the Special Meeting the proposal to amend the Company's Amended and Restated Articles of Incorporation to change the Company name to All-Comm Media Corporation, and to take all such further action as may be required to effectuate the name change. Under Nevada law, in order for a proposal to amend the Amended and Restated Articles of Incorporation to pass, a majority of the outstanding shares of Common Stock entitled to vote on the proposal must approve the amendment. In this instance, abstentions will have the same effect as a vote against the proposal. Each share of Common Stock represented at the Special Meeting is entitled to one vote on the sole matter brought before the Special Meeting. If no directions are given and the signed proxy card is returned, the members of the Board of Directors will vote the shares represented by such proxy in accordance with the Directors' recommendation on the name change proposal reflected on the proxy card, and at their discretion on any other matter that may properly come before the Special Meeting. In circumstances where brokers are prohibited from exercising discretionary authority for beneficial owners who have not returned proxies to the brokers (so-called "broker non-votes"), those shares will have the same effect as a vote against the proposal. -2- 6 DIRECTORS' PROPOSAL TO APPROVE THE CHANGE IN THE COMPANY'S NAME The Board of Directors proposes and recommends to the shareholders for their approval of an amendment to the Company's Amended and Restated Articles of Incorporation to change the name of the Company by amending Article I to read: "The name of the corporation is All-Comm Media Corporation." The shareholders' approval of the corporate name change includes granting the officers of the Company, and each of them acting alone, the authority to take all such further actions as may be required to effectuate the name change, including, but not limited to, the filing of a formal Certificate of Amendment to the Amended and Restated Articles of Incorporation on behalf of the Company with the Nevada Secretary of State's Office. SPORTS-TECH, INC. has been the name of the Company since 1989. The Company was originally incorporated in 1919 under the name Bristol Silver Mines Company and since that time has operated under one other different name before SPORTS-TECH. The SPORTS-TECH name previously reflected the Company's former principal activity, the sale of certain video training equipment to professional teams and university athletic departments. In early 1995, the Company completed the sale of those operations, and in April 1995, the Company merged with Alliance Media Corporation and simultaneously acquired Stephen Dunn & Associates, Inc. ("Stephen Dunn"). The Company's principal activities and focus are now aimed at acquiring and developing through Stephen Dunn and future acquisitions a diversified telemarketing, direct marketing, and media services company. To reflect the Company's change in direction and to provide for better recognition of the Company, your Board of Directors recommends the adoption of All-Comm Media Corporation as the Company's new name. The new name already enjoys some recognition since it has been used as a fictitious business name after the merger/acquisition became effective. Our new stock exchange ticker symbol will be "ALCM." YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" APPROVAL OF THE PROPOSAL TO AMEND ARTICLE I OF THE AMENDED AND RESTATED ARTICLES OF INCORPORATION TO READ: "THE NAME OF THE CORPORATION IS ALL-COMM MEDIA CORPORATION." OTHER BUSINESS The Board of Directors is not aware of any matters which will be presented at the Special Meeting for action on the part of shareholders other than the proposed Company name change. By Order of the Board of Directors /s/ E. William Savage E. William Savage, Chief Operating Officer, President and Secretary -3- 7 PROXY CARD This proxy is solicited on behalf of the Board of Directors of SPORTS-TECH, INC. for the Special Meeting of Shareholders to be held on August 22, 1995. The Board of Directors recommend a vote "FOR" the following management proposal: o CHANGE OF COMPANY'S NAME TO: ALL-COMM MEDIA CORPORATION [ ] FOR [ ] AGAINST [ ] ABSTAIN Votes MUST be indicated by placing an "x" in one of the above boxes using black or blue ink. The undersigned hereby appoints William E. Chaikin, H. William Coogan, Jr., Barry Peters, E. William Savage, C. Anthony Wainwright, Seymour W. Zises, and each of them, proxies, with full power of substitution, to vote all shares of Common Stock of the undersigned in SPORTS-TECH, INC. at the Special Meeting of Shareholders to be held on August 22, 1995, and at any adjournment thereof, upon all subjects that may properly come before the meeting including the Company's name change to All-Comm Media Corporation. IF SPECIFIC DIRECTIONS ARE NOT GIVEN WITH RESPECT TO THE COMPANY'S NAME CHANGE OR ANY OTHER MATTERS TO BE ACTED UPON AT THE SPECIAL MEETING AND THIS PROXY CARD IS SIGNED AND RETURNED, THE PROXIES WILL VOTE IN ACCORDANCE WITH THE BOARD'S RECOMMENDATION (I.E., FOR THE NAME CHANGE) AND ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE MEETING. - ------------------------------------------------------------------------------ [Reverse side of Proxy Card] Please date and sign exactly as your name or names appear on this proxy card. If the shares are held jointly, each shareholder should sign. If signing as an executor, trustee, administrator, custodian, guardian, corporate officer, or pursuant to a power of attorney, please so indicate below. [Label is affixed here] Dated: ------------------------------------- ------------------------------------- ------------------------------------- [ ] Check this box if you have either a change of address or comments, and please note the same on this proxy card. -----END PRIVACY-ENHANCED MESSAGE-----