SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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 Rule 14a-11(c) or Rule 14a-12
COLLEGIATE PACIFIC INC.
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(Name of Registrant as Specified in Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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 is was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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November 13, 2002
Dear Stockholders:
You are cordially invited to attend the fiscal 2003 annual meeting of
stockholders of Collegiate Pacific Inc. which will be held on Thursday, December
12, 2002, at 9:00 a.m., local time, at the company's corporate offices located
at 13950 Senlac Drive, Suite 100, Dallas, Texas. The official notice of the
meeting together with a proxy statement and proxy card are enclosed. Please give
this information your careful attention.
Whether or not you expect to attend the meeting in person, it is important that
your shares be voted at the meeting. I urge you to specify your choices by
marking the enclosed proxy card and returning it promptly. Sending in a signed
proxy will not affect your right to attend the annual meeting and vote in
person. You may revoke your proxy at any time before it is voted at the annual
meeting by giving written notice to the secretary of the company.
Sincerely,
/s/ Michael J. Blumenfeld
Michael J. Blumenfeld
Chairman of the Board and Chief Executive Officer
YOUR VOTE IS IMPORTANT
Please Sign, Date, and
Return Your Proxy Card
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, DECEMBER 12, 2002
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To Our Stockholders:
The fiscal 2003 annual meeting of stockholders of Collegiate Pacific Inc. will
be held at the company's corporate offices at 13950 Senlac Drive, Suite 100,
Dallas, Texas, on Thursday, December 12, 2002, at 9:00 a.m., local time, for the
following purposes, each as more fully described in the following pages of the
proxy statement, which are made a part of this notice:
1. To elect seven directors to serve until the annual meeting of
stockholders in fiscal 2004 or until their successors are duly
elected and qualified;
2. To ratify the selection of Grant Thornton LLP as the
independent auditor of the company for the fiscal year ending
June 30, 2003; and
3. To transact such other business as may properly come before
the meeting or any postponement or adjournment of the meeting.
The board of directors has fixed the close of business on November 11, 2002, as
the record date for determining stockholders entitled to notice of and to vote
at the meeting. Only stockholders of record at the close of business on that
date will be entitled to notice of and to vote at the meeting.
You are cordially invited to attend the meeting in person. Whether or not you
expect to attend the meeting in person, you are urged to sign and date the
enclosed proxy card and return it promptly in the envelope provided for that
purpose. Sending in a signed proxy will not affect your right to attend the
annual meeting and vote in person. You may revoke your proxy at any time before
it is voted at the annual meeting by giving written notice to the secretary of
the company.
By Order of the Board of Directors,
/s/ William R. Estill
William R. Estill
Chief Financial Officer and Secretary
Dallas, Texas
November 13, 2002
It is important that your stock be represented at the meeting regardless of the
number of shares you hold. Please complete, sign, date and mail the enclosed
proxy card in the accompanying envelope even if you intend to be present at the
meeting. Returning the proxy card will not limit your right to vote in person or
to attend the annual meeting, but will insure your representation if you cannot
attend. If you have shares in more than one name, or if your stock is registered
in more than one way, you may receive more than one copy of the proxy materials.
If so, please sign and return each copy of the proxy cards you receive so that
all of your shares may be voted. The proxy is revocable at any time before it is
voted at the annual meeting.
COLLEGIATE PACIFIC INC.
13950 SENLAC DRIVE, SUITE 100
DALLAS, TEXAS 75234
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PROXY STATEMENT
FOR
ANNUAL MEETING
TO BE HELD ON
DECEMBER 12, 2002
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This Proxy Statement is furnished in connection with the solicitation of proxies
by Collegiate Pacific Inc., on behalf of the Board of Directors, for the fiscal
2003 Annual Meeting of Stockholders. This Proxy Statement and the related proxy
form are being distributed on or about November 13, 2002.
You can vote your shares by completing and returning the enclosed written proxy
card. You can also vote in person at the meeting, and submitting your proxy card
will not affect your right to attend the meeting and vote.
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ELECTION OF DIRECTORS
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The first proposal scheduled to be voted on at the meeting is the election of
seven directors. All of these directors will serve a one-year term. The Board of
Directors has nominated Michael J. Blumenfeld, Adam Blumenfeld, Arthur J.
Coerver, Harvey Rothenberg, Jeff Davidowitz, William H. Watkins, Jr., and Robert
W. Hampton. All of these individuals are currently serving as Collegiate Pacific
directors and their current terms expire at the annual meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ALL NOMINEES
The Board has no reason to believe that any nominee would be unable or unwilling
to serve if elected. If a nominee becomes unable or unwilling to accept
nomination or election, the Board will either select a substitute nominee or
will reduce the size of the Board. If you have submitted a proxy to vote for the
directors nominated by the Board and a substitute nominee is selected, your
shares will be voted for the election of the substitute nominee.
In accordance with the company's bylaws, directors are elected by a plurality of
the votes of shares represented and entitled to be voted at the meeting. That
means, the seven nominees will be elected if they receive more affirmative votes
than any other nominees.
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DIRECTOR INFORMATION
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Set forth below is biographical and other information about the persons who will
make up the Board following the annual meeting, assuming election of the
nominees named above:
MICHAEL J. BLUMENFELD Mr. Blumenfeld has served as the company's
Age: 56 Chairman of the Board and Chief Executive
Director since February 1998 Officer since February 1998. Mr. Blumenfeld
No Board Committees served as President of the company from
February 1998 to January 2000. From July
1997 until February 1998, Mr. Blumenfeld
served as President and Chief Executive
Officer of Collegiate Pacific, Inc., a Texas
corporation, that sold all of its assets to
the company in February 1998. From 1992
until November 1996, Mr. Blumenfeld served
as Chairman of the Board and Chief Executive
Officer of Sport Supply Group, Inc., a New
York Stock Exchange company engaged in the
direct mail marketing of sports related
equipment. Mr. Blumenfeld is Adam
Blumenfeld's father.
ADAM BLUMENFELD Mr. Blumenfeld is the company's President
Age: 32 and has served in that capacity since
Director since January 2000 joining the company in January 2000. From
No Board Committees January 1998 through December 1999, Mr.
Blumenfeld was Vice President of Sales and
Marketing of Sport Supply Group, Inc., a New
York Stock Exchange company engaged in the
direct mail marketing of sports related
equipment. Mr. Blumenfeld's other positions
with Sport Supply Group included Vice
President of Youth Sales from January 1995
to January 1998, and Director of Youth Sales
from August 1993 to December 1994. Mr.
Blumenfeld is Michael Blumenfeld's son.
ARTHUR J. COERVER Mr. Coerver is the company's Chief Operating
Age: 59 Officer and has served in that capacity
Director since February 1998 since joining the company in February 1998.
No Board Committees From 1991 through 1997, Mr. Coerver was Vice
President of Sales and Marketing of Sport
Supply Group, Inc., a New York Stock
Exchange Company engaged in the direct mail
marketing of sports related equipment.
-2-
HARVEY ROTHENBERG Mr. Rothenberg has served as the company's
Age: 60 Vice President of Marketing and served in
Director since December 1998 that capacity since February 1998. From 1977
No Board Committees to 1998, Mr. Rothenberg served as Vice
President of Sales for Sports Supply Group,
Inc., a New York Stock Exchange company
engaged in the direct mail marketing of
sports related equipment.
JEFF DAVIDOWITZ Mr. Davidowitz is the President of Penn
Age: 46 Footwear, a private investment company and
Director since June 1994 has served in that capacity since 1991.
Board Committees: Audit and Stock
Option
WILLIAM H. WATKINS, JR. Mr. Watkins is a partner in the public
Age: 60 accounting firm of Watkins, Watkins and
Director since February 1998 Keenan, and has served in that capacity
Board Committees: Audit and Stock since 1971.
Option
ROBERT W. HAMPTON Mr. Hampton is Group Vice President and a
Age: 55 Director of Jones International, Ltd. Since
Director since March 2001 1985, Mr. Hampton has held various executive
Board Committees: Audit and Stock positions at Jones International, Ltd., a
Option holding company whose subsidiaries,
including Jones Financial Group, Ltd.,
conduct business in several areas including
cable television programming, radio
programming, advertising sales
representation, education and software
development. Prior to joining Jones
International, Ltd., Mr. Hampton held
various management positions at Xerox
Corporation.
-3-
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INFORMATION CONCERNING EXECUTIVE OFFICERS
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Background information about the Company's executive officers who are not
nominees for election as a director is set forth below.
WILLIAM R. ESTILL Mr. Estill has served as the Company's Chief
AGE 53 Financial Officer since July 1999. From
December 1997 to February 1999, Mr. Estill
served as Vice President of Finance for FWT,
Inc., a manufacturer of telecommunications
structures.
CHADD H. EDLEIN Mr. Edlein has served as the Company's Vice
AGE 32 President Corporate Development since July
1997.
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COMMITTEES
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The Board maintains two standing committees: Audit and Stock Option.
Audit Committee. The Audit Committee's primary duties include (1) recommending
the appointment of independent accountants and determining the appropriateness
of their fees, (2) reviewing the scope and results of the audit plans of the
independent accountants and internal auditors, (3) overseeing the scope and
adequacy of internal accounting control and record-keeping systems, (4)
reviewing the objectivity, effectiveness and resources of the internal audit
function and (5) conferring independently with the independent accountants.
Stock Option Committee. The main responsibility of the Stock Option Committee is
to administer the 1998 Collegiate Pacific Inc. Stock Option Plan.
The Board of Directors does not have a standing nominating committee,
compensation committee, or any other committee performing similar functions. The
functions customarily attributable to a nominating committee or a compensation
committee are performed by the Board of Directors as a whole.
AUDIT COMMITTEE REPORT
The audit functions of the Audit Committee are focused on three areas:
o the adequacy of the company's internal controls and financial
reporting process and the reliability of the company's
financial statements;
o the independence and performance of the company's internal
auditors and independent auditors; and
o the company's compliance with legal and regulatory
requirements.
-4-
We meet with management periodically to consider the adequacy of the company's
internal controls and the objectivity of its financial reporting. We discuss
these matters with the company's independent auditors and with appropriate
company financial personnel and internal auditors. We regularly meet privately
with both the independent auditors and the internal auditors, each of whom has
unrestricted access to the committee. We also recommend to the Board the
appointment of the independent auditors and review periodically their
performance and independence from management. In addition, the committee reviews
the company's financing plans and reports recommendations to the full Board for
approval and to authorize action.
The Directors who serve on the committee are all "Independent" for purposes of
the American Stock Exchange listing standards. That is, the Board of Directors
has determined that none of us has a relationship with Collegiate Pacific that
may interfere with our independence from Collegiate Pacific and its management.
The Board has adopted a written charter setting out the audit related functions
the committee is to perform.
Management has primary responsibility for the company's financial statements and
the overall reporting process, including the company's system of internal
controls. The independent auditors audit the annual financial statements
prepared by management, express an opinion as to whether those financial
statements fairly present the financial position, results of operations and cash
flows of the company in conformity with generally accepted accounting principles
and discuss with us any issues they believe should be raised with us. We
reviewed the company's audited financial statements for the fiscal year ended
June 30, 2002, with both management and Grant Thornton, the company's
independent auditors, to discuss those financial statements. Management
represented to us that the financial statements were prepared in accordance with
generally accepted accounting principles.
We received from and discussed with Grant Thornton the written disclosure and
the letter required by Independence Standards Board Standard No. 1,
(Independence Discussions with Audit Committees). These items relate to that
firm's independence from the company. We also discussed with Grant Thornton any
matters required to be discussed by Statement on Auditing Standards No. 61
(Communication with Audit Committees).
Based on these reviews and discussions, we recommended to the Board that the
company's audited financial statements for the fiscal year ended June 30, 2002,
be included in its Annual Report on Form 10-KSB for filing with the Securities
and Exchange Commission. The Committee also recommended the reappointment,
subject to stockholder approval, of the independent auditors, and the Board of
Directors concurred in such recommendation.
Submitted by the Audit Committee of the company's Board of Directors.
Jeff Davidowitz
Robert W. Hampton
William H. Watkins, Jr.
AUDIT FEES
Audit fees in connection with Grant Thornton's review and audit of the company's
annual financial statements for the fiscal year ended June 30, 2002, and Grant
Thorton's review of the company's interim financial statements included in the
company's Quarterly Reports on Form 10-QSB during the fiscal year ended June 30,
2002, totaled approximately $37,000.
-5-
ALL OTHER FEES
Fees billed to the company by Grant Thornton during the fiscal year ended June
30, 2002, for all other non-audit services rendered to the company (including
tax related services) totaled approximately $17,000.
There were no fees incurred by Grant Thornton during fiscal 2002 for
professional services rendered in connection with financial information services
design and implementation. The Audit Committee has considered whether the
non-audit services rendered by our independent auditors with respect to the
foregoing fees are compatible with maintaining their independence.
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MEETINGS AND ATTENDANCE
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During fiscal 2002, the full Board held one meeting, the Audit Committee met
three times, and the Stock Option Committee met twice. All directors attended at
least 75% of the meetings of the full Board and the meetings of the committees
on which they served.
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DIRECTOR COMPENSATION
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Messrs. Michael and Adam Blumenfeld, Coerver, and Rothenberg, who are the
directors that are also Collegiate Pacific employees, do not receive any
additional compensation for serving on the Board of Directors.
Annual Retainer Fee. Each non-employee director receives an annual retainer fee
of $7,500. The director receives that amount in cash.
Other Benefits. Collegiate Pacific reimburses directors for the reasonable
expenses associated with attending Board meetings and provides them with
liability insurance coverage for their activities as directors of Collegiate
Pacific.
-6-
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EXECUTIVE COMPENSATION
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SUMMARY COMPENSATION TABLE
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The following table summarizes the total compensation, for each of the last
three fiscal years, earned by the Named Executive Officers -- Mr. Michael
Blumenfeld the Chief Executive Officer and the four other executive officers who
earned over $100,000 and who were serving as an executive officer at the end of
fiscal 2002.
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
Long-Term
Annual Compensation Compensation
------------------- ---------------------------
Restricted Securities
Fiscal Stock Underlying
Name and Principal Positions Year Salary ($) Awards($) Options
---------------------------- ---- ---------- ---------- ----------
Michael J. Blumenfeld 2002 160,000 -- --
Chairman of the Board and 2001 140,000 -- 95,000
Chief Executive Officer 2000 96,500 -- --
Adam Blumenfeld 2002 150,000 -- --
President 2001 138,650 -- 45,000
2000 68,860(1) -- --
Harvey Rothenberg 2002 115,000 -- --
Vice President, Marketing 2001 105,400 -- 40,000
2000 84,325 -- --
Arthur J. Coerver 2002 128,000 -- --
Chief Operating Officer 2001 118,200 -- 40,000
2000 108,200 -- --
William Estill 2002 156,000 -- --
Chief Financial Officer 2001 151,800 -- 40,000
2000 100,270(1) -- --
</Table>
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(1) Mr. Blumenfeld's employment with the company commenced in January 2000. Mr.
Estill's employment with the company commenced in July 1999.
-7-
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STOCK OPTIONS
================================================================================
No stock option awards were made to the Named Executive Officers during fiscal
2002 and no Named Executive Officer exercised any outstanding stock option award
during fiscal 2002.
Aggregated Option Exercises In Last Fiscal Year and Fiscal
Year-End Option Values
<Table>
<Caption>
NUMBER OF SHARES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE MONEY OPTIONS (1)
OPTIONS AT FISCAL YEAR-END AT FISCAL YEAR-END
---------------------------------- ----------------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- --------------------- ----------- ------------- ----------- -------------
Michael J. Blumenfeld 105,000 0 $42,825 $ 0
Adam Blumenfeld 45,000 0 24,000 0
Harvey Rothenberg 40,000 0 17,200 0
Arthur J. Coerver 42,000 0 19,200 0
William Estill 40,000 0 19,200 0
</Table>
(1) Amounts were calculated using the closing price of Collegiate Pacific's
common stock on the last trading day of the fiscal year ($4.85).
Equity Compensation Plan Information
<Table>
<Caption>
(a) (b) (c)
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
NUMBER OF SECURITIES TO BE FUTURE ISSUANCE UNDER
ISSUED UPON EXERCISE OF WEIGHTED-AVERAGE EXERCISE EQUITY COMPENSATION PLANS
OUTSTANDING OPTIONS, PRICE OF OUTSTANDING (EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS OPTIONS WARRANTS AND RIGHTS REFLECTED IN COLUMN (a))
------------- -------------------------- --------------------------- -------------------------
Equity Compensation Plans 498,200 $5.16 501,800
Approved by Security Holders
Equity Compensation Plans Not --
Approved by Security Holders
---------- -------- ---------
Total 498,200 $5.16 501,800
</Table>
-8-
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RATIFICATION OF SELECTION OF INDEPENDENT AUDITOR
================================================================================
The Board of Directors has approved and recommends the appointment of Grant
Thornton LLP, certified public accountants, to serve as independent auditor for
our company for the fiscal year ending June 30, 2003. Approval of the
appointment of the accountants is being sought in order to give stockholders the
opportunity to express their opinion on the matter. Approval will require the
affirmative vote of the holders of a majority of the shares of common stock
which are represented and entitled to vote at the meeting. Should approval not
be obtained, the Board of Directors would expect to reconsider the appointment.
Members of Grant Thornton LLP are expected to attend the annual meeting and, if
present, will be available to answer appropriate questions which may be asked by
stockholders. Those members will also have an opportunity to make a statement at
the annual meeting if they desire to do so.
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VOTE REQUIRED AND BOARD RECOMMENDATION
================================================================================
THE APPOINTMENT OF GRANT THORNTON LLP MUST BE RATIFIED BY A MAJORITY OF THE
VOTES CAST AT THE ANNUAL MEETING. THE BOARD OF DIRECTORS RECOMMENDS A VOTE TO
APPROVE THE RATIFICATION OF GRANT THORNTON LLP, AND PROXIES SOLICITED BY THE
BOARD WILL BE VOTED IN FAVOR THEREOF UNLESS A STOCKHOLDER HAS INDICATED
OTHERWISE ON THE PROXY.
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STOCK OWNERSHIP
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The following table sets forth certain information, as of October 25, 2002,
about the ownership of Collegiate Pacific common stock by the directors and
executive officers. The company knows of no persons other than Messrs. Michael
Blumenfeld, Adam Blumenfeld and Jeff Davidowitz, who own more than 5% of the
total number of shares outstanding. Unless otherwise indicated, each person
named below holds sole investment and voting power over the shares shown.
<Table>
<Caption>
TOTAL AS A
OPTIONS/WARRANTS PERCENTAGE OF
NUMBER OF EXERCISABLE TOTAL SHARES
SHARES WITHIN 60 BENEFICIAL OUTSTANDING
BENEFICIAL OWNER OWNED DAYS OWNERSHIP (IF 1% OR MORE)(a)
---------------- --------- ---------------- ---------- ------------------
Michael J. Blumenfeld 2,186,107 2,107,607 4,293,714 67.0%
13950 Senlac Drive, Suite 100
Dallas, TX 75234
Adam Blumenfeld 243,600 307,100 550,700 12.0%
13950 Senlac Drive, Suite 100
Dallas, TX 75234
Jeff Davidowitz 142,302(b) 160,802 303,104 6.8%
13950 Senlac Drive, Suite 100
Dallas, TX 75234
Arthur J. Coerver 37,790(c) 97,790(c) 135,580 3.1%
William H. Watkins, Jr. 42,803(d) 51,303(d) 94,106 2.2%
Harvey Rothenberg 18,432(e) 66,717(e) 85,149 1.9%
Robert W. Hampton -- 5,000 5,000 --
Chadd Edlein 14,000 52,500 66,500 1.5%
William R. Estill -- 60,000 60,000 1.4%
Directors and executive
officers as a group (9 persons) 2,685,034 2,908,819 5,593,853 77.6%
</Table>
- ----------
(a) - Based on the number of shares outstanding (4,300,659) at the
close of business on October 25, 2002.
(b) - Includes (i) 34,751 shares and 34,751 shares issuable upon
exercise of a warrant held by Penn Footwear Retirement Trust of
which Mr. Davidowitz is a trustee, (ii) 67,551 shares and 67,551
shares issuable upon exercise of a warrant held by JIBS Equities
of which Mr. Davidowitz is a general partner, (iii) 9,000 shares
and 9,000 shares issuable upon exercise of a warrant held by Penn
Footwear of which Mr. Davidowitz is President and a shareholder,
(iv) 4,000 shares and 14,000 shares issuable upon exercise of a
warrant held by Oldfield Company of which Mr. Davidowitz is
President and a shareholder, (v) 10,000 shares and 10,000 shares
issuable upon exercise of a warrant held by DVD Partners of which
Mr. Davidowitz is a general partner, and (vi) 10,000 shares and
10,000 shares issuable upon exercise of a warrant held by 3D
Partners of which Mr. Davidowitz is general partner.
(c) - Includes (i) 6,060 shares held in trust for the benefit of Mr.
Coerver, (ii) 1,212 shares held in trust for the benefit of Mr.
Coerver's spouse, (iii) 6,060 shares issuable upon exercise of a
warrant held in trust for the benefit of Mr. Coerver, and (iv)
1,212 shares issuable upon exercise of a warrant held in trust
for the benefit of Mr. Coerver.
(d) - Includes 30,303 shares held in trust for the benefit of Mr.
Watkins and 30,303 shares issuable upon exercise of a warrant
held in trust for the benefit of Mr. Watkins.
(e) - Includes (i) 1,687 shares held in trust for the benefit of Mr.
Rothenberg's child, (ii) 3,030 shares held in trust for the
benefit of Mr. Rothenberg, (iii) 4,000 shares issuable upon
exercise of a warrant held by Mr. Rothenberg's spouse, and (iv)
3,030 shares issuable upon exercise of a warrant held in trust
for the benefit of Mr. Rothenberg.
-10-
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OTHER DIRECTOR AND EXECUTIVE OFFICER INFORMATION
================================================================================
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
In February 2000, the company issued $2,235,000 of convertible notes to certain
officers and directors of Collegiate Pacific and certain third parties.
Approximately $995,000 of the notes were issued to Michael J. Blumenfeld in
exchange for an equal amount of subordinated notes originally issued to Mr.
Blumenfeld in exchange for cash. The remaining notes were issued in exchange for
cash in the amount of approximately $1.4 million. In April 2000, all of the note
holders converted the outstanding balance under the notes into shares of
Collegiate Pacific's common stock at a conversion price of $3.30 per share,
resulting in the issuance of 677,267 shares of common stock.
The following table sets forth the principal amount of the notes and the number
of shares the notes were converted into by each officer and director of the
company.
<Table>
<Caption>
NUMBER OF SHARES
ISSUED UPON
PRINCIPAL AMOUNT CONVERSION
NAME OF NOTE HOLDER OF NOTE($) OF NOTE
------------------- ---------------- ----------------
Michael J. Blumenfeld 1,500,000 454,545
William H. Watkins, Jr. 100,000 30,303
Arthur J. Coerver 50,000 15,151
Jeff Davidowitz 150,000 45,455
Harvey Rothenberg 15,000 4,545
</Table>
On September 7, 2000, the company acquired the stock of Kesmil Manufacturing,
Inc., a manufacturing company owned by Michael J. Blumenfeld, the majority
stockholder and Chief Executive Officer of the company, for the assumption of
approximately $581,000 in notes payable to the stockholder and a stockholder and
relative of Mr. Blumenfeld, and the assumption of other liabilities of
approximately $400,000. These notes are subordinate to Collegiate Pacific's line
of credit, are not secured by any of the company's assets and mature in August
2004. The notes payable to stockholders bear interest at the rate of 12% per
annum and are payable in quarterly installments of approximately $36,000.
Collegiate Pacific was, prior to the acquisition, the sole customer of the
acquired company. Because the former sole stockholders of Kesmil also owned a
majority of Collegiate Pacific's outstanding common stock, the acquisition was
accounted for in a manner similar to a pooling of interests. During fiscal 2000,
the company purchased approximately $1,000,000 of certain inventory items from
Kesmil.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act of 1934, as amended, requires the company's
executive officers and directors and persons who own more than ten percent of a
registered class of the company's equity securities (collectively, the
"Reporting Persons") to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and to furnish the company with copies of
these reports. The company believes that all filings required to be made by the
Reporting Persons during the fiscal year ended June 30, 2002 were made on a
timely basis.
-11-
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ADDITIONAL INFORMATION
================================================================================
RECORD DATE; SHARES OUTSTANDING
Stockholders of record at the close of business on November 11, 2002, are
entitled to vote their shares at the annual meeting. As of that date, there were
4,300,659 shares of common stock outstanding and entitled to be voted at the
meeting. The holders of those shares are entitled to one vote per share.
QUORUM
More than 50% of the stockholders entitled to vote must be represented at the
meeting before any business may be conducted. If a quorum is not present, the
stockholders who are represented may adjourn the meeting until a quorum is
present. The time and place of the adjourned meeting will be announced at the
time the adjournment is taken, and no other notice need be given. An adjournment
will have no effect on the business that may be conducted at the meeting.
PROXIES; RIGHT TO REVOKE
By submitting your proxy, you will authorize Michael J. Blumenfeld and William
R. Estill to represent you and vote your shares at the meeting in accordance
with your instructions. They may also vote your shares to adjourn the meeting
and will be authorized to vote your shares at any adjournments or postponements
of the meeting.
If you attend the meeting, you may vote your shares in person, regardless of
whether you have submitted a proxy. In addition, you may revoke your proxy by
sending a written notice of revocation to the company's Corporate Secretary, by
submitting a later-dated proxy or by voting in person at the meeting.
DEFAULT VOTING
If you submit a proxy but do not indicate any voting instructions, your shares
will be voted FOR the election of all nominees for director, and if any other
business properly comes before the stockholders for a vote at the meeting, your
shares will be voted according to the discretion of the holders of the proxy.
TABULATION OF VOTES
Continental Stock Transfer and Trust Company, the company's transfer agent, will
tabulate and certify the votes.
If your shares are treated as a broker non-vote, your shares will be included in
the number of shares represented for purposes of determining whether a quorum is
present. Because the election of directors is done by a plurality of votes, a
broker non-vote will have no effect on the outcome of the vote. However, because
the ratification of auditors is done by a majority of votes cast at the meeting,
a broker non-vote will count as a vote against the matter being considered.
VOTING BY STREET NAME HOLDERS
If you are the beneficial owner of shares held in "street name" by a broker, the
broker, as the record holder of the shares, is required to vote those shares
according to your instructions. If you do not give instructions to the broker,
the broker will be entitled to vote the shares in its discretion.
-12-
INDEPENDENT ACCOUNTANTS
The Board has again selected Grant Thornton LLP as independent accountants for
fiscal 2003. Representatives of that firm will be at the meeting to respond to
appropriate questions, and they will have an opportunity to make a statement if
they desire to do so.
PROXY SOLICITATION
Collegiate Pacific will bear all costs of this proxy solicitation. Proxies may
be solicited by mail, in person, by telephone or by facsimile by officers,
directors and regular employees. Collegiate Pacific may also reimburse brokerage
firms, custodians, nominees and fiduciaries for their expenses to forward proxy
materials to beneficial owners.
STOCKHOLDER PROPOSALS FOR NEXT YEAR'S MEETING
Any stockholder who desires to present a proposal for consideration at next
year's annual meeting and to include such proposal in next year's proxy
statement must deliver the proposal to the company's principal executive offices
no later than the close of business on July 17, 2003. Proposals should be
addressed to Corporate Secretary, Collegiate Pacific, Inc., 13950 Senlac Drive,
Suite 100, Dallas, TX 75234 and must comply with the requirements of Rule 14a-8
of the Securities Exchange Act of 1934, as amended.
STOCKHOLDER LIST
For at least ten days prior to the meeting, a list of the stockholders entitled
to vote at the annual meeting will be available for examination, for purposes
relevant to the meeting, during ordinary business hours at the company's
principal executive offices. The list will also be available for examination at
the meeting.
ANNUAL REPORT ON FORM 10-KSB
A copy of the fiscal 2002 Annual Report on Form 10-KSB (without exhibits) is
being distributed along with this Proxy Statement. In addition, the report (with
exhibits) is available at the World Wide Web site of the Securities and Exchange
Commission (www.sec.gov).
OTHER BUSINESS
The Board of Directors knows of no business that will come before the meeting
for action except as described in the accompanying Notice of Meeting. However,
as to any such business, the persons designated as proxies will have
discretionary authority to act in their best judgment.
By Order of the Board of Directors,
/s/ William R. Estill
William R. Estill
Chief Financial Officer and Secretary
Dallas, Texas
November 13, 2002
-13-
ANNEX A
PROXY
COLLEGIATE PACIFIC INC.
SOLICITED ON BEHALF OF THE COMPANY AND APPROVED BY THE BOARD OF DIRECTORS
The undersigned hereby constitutes and appoints Michael J. Blumenfeld and
William R. Estill, and each of them, as attorneys and proxies of the
undersigned, with full power of substitution, for and in the name, place, and
stead of the undersigned, to appear at the fiscal 2003 Annual Meeting of
Stockholders of Collegiate Pacific Inc. to be held on the 12th day of December
2002 (pursuant to the Notice of Annual Meeting dated November 2002 and
accompanying proxy statement), and at any postponement or adjournment thereof,
and to vote all of the shares of Collegiate Pacific Inc. that the undersigned is
entitled to vote with all the powers and authority the undersigned would possess
if personally present in accordance with the following instructions.
When properly executed, this Proxy will be voted in the manner directed herein
by the undersigned Stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2, AND 3.
<Table>
1. ELECTION OF DIRECTORS NOMINEES: Michael J. Blumenfeld, Adam Blumenfeld,
FOR all nominees WITHHOLD Arthur J. Coerver, Harvey Rothenberg, Jeff
listed to the right AUTHORITY Davidowitz, William H. Watkins, Jr., and Robert W.
(except as marked to vote for all Hampton.
to the contrary) nominees listed
to the right INSTRUCTION: To withhold authority to vote for any
[ ] [ ] individual nominee, write such individual's name in
the space provided below.
2. RATIFICATION OF GRANT THORNTON LLP
AS INDEPENDENT AUDITOR. ---------------------------------------------------
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED
TO VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
</Table>
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, executor, administrator,
trustee, or guardian, please give full title as such. If a corporation, please
sign in full corporate name by the president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated: , 2002
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(Signature)
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(Signature if held jointly)