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As filed with the Securities and Exchange Commission on August 2, 2001
Registration No. 333-58492
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
----------------
Amendment No. 4 To
Form SB-2
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
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FanZ Enterprises, Inc.
(Name of Small Business Issuer in Its
Charter)
Delaware 711212
35-2123462
(State or Other Jurisdiction of (Primary Standard
Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code
Number) Identification No.)
FanZ Enterprises, Inc.
3020-I Prosperity Church Road
Suite 293
Charlotte, North Carolina
28269-7197
(317) 815-1128
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- ----------------------------------------------------
(Address and Telephone Number of Principal
Executive Offices)
FanZ Enterprises, Inc.
3020-I Prosperity Church Road
Suite 293
Charlotte, North Carolina
28269-7197
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- ----------------------------------------------------
(Address of Principal Place of Business or Intended
Principal Place of Business)
With a Copy to:
FanZ Enterprises, Inc. Benesch,
Friedlander, Coplan &
3020-I Prosperity Church Road Aronoff LLP
Suite 293 2300 BP
Tower
Charlotte, North Carolina 28269-7197 200 Public
Square
(317) 815-1128 Cleveland,
Ohio 44114-2378
Attn: J. Roe Hitchcock (216)
363-4500
Attn:
Leslie A. Drockton, Esq. and
James M. Hill, Esq.
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- ----------------------------------------------------
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
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Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after this registration statement becomes effective.
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] ______________
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]__________________
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]__________________
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]__________________
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
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Preliminary Prospectus dated August 2, 2001
FanZ Enterprises, Inc.
----------
Up to 2,500,000 shares of Common Stock
$.01 par value per share
We are a start-up Delaware corporation organized for the purpose of controlling
and managing (i) a professional multi-car motorsports operation that will
participate in NASCAR sanctioned events, and (ii) a related merchandising
operation. We will be selling a minimum of 1,000,000 of our shares and a maximum
of 2,500,000 of our shares in a direct participation offering. The shares will
be sold by our officers and directors or, where required by state law, through
licensed broker-dealers. Each subscriber must purchase a minimum of twenty-five
(25) shares at an aggregate purchase price of $250.00. All proceeds of this
offering will be deposited in an escrow account. The proceeds will be invested
by the Escrow Agent in a money market account which invests exclusively in
short-term U.S. Treasury obligations, such as the Firstar U.S. Treasury Money
Market Fund, and will bear interest at the rate then prevailing under that
account. We intend to break escrow once subscriptions for the minimum number of
our shares (1,000,000) are received and accepted and will continue to sell our
shares until all shares offered are sold or nine months from the date of this
Prospectus. Subscriptions are irrevocable once they are accepted by us. If we
are unable to sell at least 1,000,000 shares before this offering ends, we will
return all funds, with interest, to subscribers promptly after the termination
of this offering. Any shares purchased by our officers, directors or promoters
in this offering will count toward the 1,000,000 share goal. Any shares
purchased by our officers, directors or promoters in this offering will be made
for investment purposes only and sold or transferred only as permitted by the
Lock-up Agreement. We may decide to cease selling efforts prior to such date if
we determine that it is no longer beneficial to continue this offering.
Minimum
Maximum
Per Share Total
Total
--------- -----
-----
Public Price $10.00 $10,000,000.00
$25,000,000.00
Discounts/Commissions (1)(2)(3) $ .50 $ 500,000.00
$ 1,250,000.00
Proceeds to FanZ Enterprises, Inc. $ 9.50 $ 9,500,000.00
$23,750,000.00
(1) We have decided not to use an underwriter for the distribution of our
shares; however, in Arizona, Arkansas, Florida, North Carolina and
Texas we will be required to sell our shares through licensed
broker-dealers. See "Plan of Distribution" beginning on page 54. We
will enter into a broker-dealer agreement with Houlihan Smith &
Company, Inc. to sell our shares on a best efforts basis in these
states. Houlihan will be entitled to receive commissions equal to five
percent (5%) of the shares that it sells in these states.
(2) The commissions shown do not include legal, accounting, printing,
escrow fees, and related costs incurred in connection with this
offering. These expenses are estimated at $747,060.
(3) This is the maximum amount that Houlihan Smith & Company, Inc. could
earn assuming that all of the shares are sold in Arizona, Arkansas,
Florida, North Carolina and Texas. However, we do not anticipate that
all of our shares will be sold in these states since we are registered
and offering shares in thirty-six (36) states.
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This is an initial public offering and prior to this there has been no public
market for the securities of FanZ Enterprises, Inc., nor can assurance be given
that a market will develop. Our proposed trading symbol on the OTC Bulletin
Board is "FANZ". There is no assurance that this trading symbol will be assigned
to our shares.
OUR AUDITOR'S OPINION INCLUDES A GOING CONCERN QUALIFICATION WHICH MEANS THAT
THERE IS SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING CONCERN.
INDIVIDUALS SHOULD NOT INVEST IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE
THEIR ENTIRE INVESTMENT. INVESTING IN SHARES OF OUR COMMON STOCK INVOLVES A HIGH
DEGREE OF RISK AND SHARES OF OUR COMMON STOCK ARE HIGHLY SPECULATIVE. SEE "RISK
FACTORS," BEGINNING ON PAGE 3, TO READ ABOUT RISKS YOU SHOULD CAREFULLY CONSIDER
BEFORE PURCHASING OUR SHARES OF COMMON STOCK.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
THE INFORMATION IN THIS PROSPECTUS IS SUBJECT TO COMPLETION AND/OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED UNTIL THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
THIS PROSPECTUS IS NOT AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY
THESE SECURITIES. THERE CANNOT BE ANY SALE OF THESE SECURITIES IN ANY STATE IN
WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION
OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
NOTICE FOR VIRGINIA RESIDENTS: THIS OFFERING WAS APPROVED IN VIRGINIA ON THE
BASIS OF A LIMITED OFFERING QUALIFICATION WHERE OFFERS AND SALES COULD ONLY BE
MADE TO PROPOSED INVESTORS BASED ON THEIR MEETING AN INVESTOR SUITABILITY
STANDARD AS AN ACCREDITED INVESTOR AS DEFINED IN RULE 501 OF REGULATION D. WE
DID NOT HAVE TO DEMONSTRATE COMPLIANCE WITH SOME OR ALL OF THE MERIT REGULATIONS
OF VIRGINIA AS FOUND IN THE "VIRGINIA SECURITIES RULES."
NOTICE FOR ALABAMA AND NEW JERSEY RESIDENTS: SALES OF THESE SECURITIES HAVE BEEN
RESTRICTED TO ACCREDITED INVESTORS AS THAT TERM IS DEFINED IN RULE 501 OF
REGULATION D UNDER THE SECURITIES ACT OF 1933.
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FanZ Enterprises, Inc.
Offering of up to 2,500,000 Shares of Common Stock
PROSPECTUS
August 2, 2001
TABLE OF CONTENTS
Page
Summary.........................................................................
.............................1
Risk
Factors.........................................................................
........................3
Forward Looking
Statements......................................................................
.............12
Use of
Proceeds........................................................................
......................13
Determination of Offering
Price...........................................................................
...15
Dilution........................................................................
.............................15
Capitalization..................................................................
.............................17
Description of
Business........................................................................
..............17
Plan of
Operation.......................................................................
.....................42
Description of
Property........................................................................
..............48
Directors, Executive Officers, Promoters and Control
Persons.................................................49
Security Ownership of Certain Beneficial Owners and
Management...............................................52
Executive
Compensation....................................................................
...................54
Summary Compensation
Table...........................................................................
........54
Plan of
Distribution....................................................................
.....................55
Legal
Proceedings.....................................................................
.......................60
Description of
Securities......................................................................
..............60
Certain Relationships and Related
Transactions...............................................................64
Market for Common Equity and Related Stockholder
Matters.....................................................65
Legal
Matters.........................................................................
.......................65
Experts.........................................................................
.............................65
Disclosure of Commission Position on Indemnification for Securities Act
Liabilities..........................66
Index to Financial
Statements......................................................................
..........F-I
We intend to become a reporting company and will file all reports and other
information as required under the Securities Exchange Act of 1934, as amended,
with the Securities and Exchange Commission. The public may read and copy, at
certain prescribed rates, such material at the Public Reference Room at 450
Fifth Street, N.W., Washington, D.C. 20439. The SEC maintains a web site, which
you can access at www.sec.gov, that contains reports, proxy, other information
statements and other information regarding all issuers that file electronically.
We will attempt to have our common stock traded on the OTC Bulletin Board, a
quotation service that collects and redistributes market maker quotes in
over-the-counter securities.
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We have a fiscal year that ends January 31 and we intend to furnish our
stockholders with annual reports containing audited financial information and,
for the first three quarters of each year, quarterly reports containing
unaudited financial information. Also, we will provide, at no cost to each
person who has received a Prospectus, a copy of any information that is
incorporated herein by reference. To request such information, call (317)
815-1128 or e-mail J. Roe Hitchcock at jroe@fanzenterprises.com or write to:
FanZ Enterprises, Inc.
5419 Cayman Drive
Suite 100
Carmel, IN 46033
Attn: J. Roe Hitchcock, Chief Executive Officer
DEALER PROSPECTUS DELIVERY OBLIGATION
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Until _____, 2001 (90 days after the commencement of this Offering),
all dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealer's obligation to deliver a prospectus when acting as an
underwriter and with respect to unsold allotments or subscriptions.
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SUMMARY
The following summary highlights certain information found in more detail
elsewhere in this Prospectus. Before you decide to buy our common stock, in
addition to the following summary, you are urged to read the entire Prospectus
carefully, especially the risks of investing in our common stock as discussed
under "Risk Factors." (See "Risk Factors" beginning on page 3.)
SUMMARY, ADDRESS AND PHONE NUMBER
We are a Delaware corporation formed on October 20, 2000. Our sole stockholder
is Jackson Roscoe Motorsports, LLC a Delaware limited liability company formed
on October 20, 2000. Our executive offices are located at 3020-I Prosperity
Church Road, Suite 293, Charlotte, North Carolina 28269-7197 and our telephone
number is (317) 815-1128. Our registered statutory office is located at 1209
Orange Street, Wilmington, Delaware 19801.
We were formed for the purpose of controlling and managing a professional
multi-car motorsports operation that will participate in NASCAR sanctioned
events. It is contemplated that we will initially enter one team in the Winston
Cup Series and intend to have a minimum of two race teams competing in NASCAR
sanctioned races within one year of the closing of this offering. It is our
intention to originate up to a total of five teams.
We will conduct our operations through two wholly-owned subsidiaries: FanZ
Racing, Inc. and FanZ Merchandising, Inc.; both are Delaware corporations formed
on October 20, 2000 to own and manage our racing and merchandising operations,
respectively. We are a start-up organization and currently have no racing or
merchandising operations and do not own any of the assets necessary to conduct
our racing and merchandising operations. However, we intend to use the proceeds
of this offering to develop our racing and merchandising businesses. As we are a
start-up entity, we have no history of earnings. Our revenues, operating losses
and stockholder's equity (deficit) for the period from October 20, 2000
(inception) to January 31, 2001 and the three months ended April 30, 2001 are
set forth below:
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January 31, 2001
April 30, 2001
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- -----------------------
Revenues $0
$0
----------------------------------------- ----------------------
- -----------------------
Operating Losses $(64,975)
$(2,343,130)
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- -----------------------
Stockholder's Equity (Deficit) $(14,875)
$156,914
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Our operating losses for the three months ended April 30, 2001 are primarily
related to the recognition of a non-cash charge of $2,064,919 for stock options
granted, the expenses incurred in the start up of our operations and the
development and implementation of our business plan. As a result of the options
granted, we expect to incur approximately $1,700,000 of non-cash compensation
expenses in future periods. It is expected that future amounts will be
recognized over the four year period from the grant date. The fair value
approach to the valuation of these options requires that the unvested shares be
"marked to market" at the end of each reporting period. As such, if the fair
value of the options changes in the future, then related current and future
non-cash compensation expenses will change accordingly. Additionally, due to our
dependence on raising equity in this offering, our lack of working capital and
income sources as
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well as risks associated with a start-up business, our auditor's opinion
contains a going-concern qualification.
Currently, Jackson Roscoe Motorsports, LLC owns 10,000,000 shares of our common
stock representing all of our issued and outstanding shares of common stock.
Jackson Roscoe Motorsports originally purchased 100 shares of our common stock;
however, on May 15, 2001, we effected a 100,000 for 1 stock split. On February
28, 2001, we granted an option to purchase 500,000 shares of our common stock at
a price of $3.00 per share to Michael J. Wurtsbaugh, our proposed Chief
Financial Officer. The numbers of shares subject to this option was not affected
by the stock split. If we issue the minimum number of shares of our common stock
(1,000,000) in this offering, and assuming the full exercise of the options
granted to Michael J. Wurtsbaugh, Jackson Roscoe Motorsports, LLC would own
approximately 86.95%, Michael J. Wurtsbaugh would own approximately 4.35% and
the public stockholders would own approximately 8.70%. If we issue the maximum
number of shares of our common stock (2,500,000) in this offering, and assuming
the full exercise of the options granted to Michael J. Wurtsbaugh, Jackson
Roscoe Motorsports, LLC would own approximately 76.92%, Michael J. Wurtsbaugh
would own approximately 3.85% and the public stockholders would own
approximately 19.23%. Additionally, we intend to reserve shares of our common
stock representing 10% of the issued and outstanding shares of our common stock,
after giving effect to this offering, to be issued in connection with the
exercise of stock options to be issued to our officers, directors, employees and
consultants under our stock option plans. (See "Description of Securities"
beginning on page [58].) Any issuance of shares of our common stock upon the
exercise of stock options will dilute all stockholders on a pro rata basis. We
intend to offer our stockholders a number of owner privileges that may result in
taxable income to the stockholders.
THE OFFERING
Securities offered: A minimum of 1,000,000 shares of our common
stock and a maximum of 2,500,000 shares of our
common stock. (See "Description of Securities"
beginning on page 59.)
Authorized Capital
Stock: 20,000,000 shares of common stock, $.01 par value
per share, and 10,000 shares of preferred stock,
$.01 par value per share. All of the preferred
shares are issued and outstanding and are owned
by Jackson Roscoe Motorsports, LLC.
Common Stock
Outstanding Before
the Offering: 10,000,000 shares, all of which are owned by
Jackson Roscoe Motorsports, LLC.
Common Stock
Outstanding After
the Offering: 11,000,000 shares (assuming the minimum offering
of 1,000,000 of our shares are sold) or
12,500,000 shares (assuming the maximum offering
of 2,500,000 of our shares are sold). We have
granted an option to purchase 500,000 shares of
our common stock to Michael J. Wurtsbaugh and
intend to reserve an amount equal to 10% of our
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issued and outstanding shares after giving effect
to this offering to be issued under stock option
plans for the benefit of our officers, directors,
employees and consultants.
Use of Proceeds: We plan to use the net proceeds of this offering
to originate up to five race teams that will
compete in NASCAR sanctioned races and to
establish our merchandising operations. The
proceeds will be used as follows: acquiring
assets, marketing and advertising, establishing an
office and a multi-car facility, hiring personnel
and consultants, paying organizational expenses,
obtaining working capital and other general
corporate purposes.
Trading Symbol: Proposed OTC Bulletin Board ("OTCBB") trading
symbol for the common stock is "FANZ." There is no
assurance that this trading symbol will be
assigned to our shares.
Risk Factors: The shares of our common stock being offered are
speculative and involve a high degree of risk and
should not be purchased by investors who cannot
afford the complete loss of their entire
investment. (See "Risk Factors" beginning on
page 3.)
RISK FACTORS
You should carefully consider the possibility that your entire investment may be
lost. As such, you are encouraged to evaluate the following risk factors and all
other information contained in this Prospectus before purchasing our common
stock. Our common stock involves a high degree of risk. Any of the following
risks could adversely affect our business, financial condition and results of
operations, and could result in complete loss of your investment.
FanZ Enterprises, Inc. Has No Operating History And Financial Results Are
Uncertain
We were only recently organized, have no operating history and must be
considered in the development stage. We have no history of earnings or profits
and there is no assurance that we will operate profitably in the future. There
is no meaningful historical financial data upon which to base planned operating
expenses. As a result of this limited operating history, it is difficult to
accurately forecast our potential revenue. Our business model contemplates that
we will develop a racing operation into which we will reinvest a majority of the
profits, if any, from our racing operations, and also a merchandising operation
that will be our primary source of profits. Our success is dependent on our
ability to develop both of these operations. We have not entered into any
definitive arrangements with any sponsors, drivers, crew chiefs, suppliers,
distributors or manufacturers and intend to pursue these arrangements upon
successful completion of this offering.
At this time we have no racing or merchandising operations and intend to use the
proceeds of this offering to first develop the racing business and then the
merchandising business. It is our intention to use a portion of the proceeds to
acquire assets necessary to run the racing operations as well as hire crew
chiefs, drivers and other personnel. We have not purchased any of the assets
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necessary to operate either the racing or merchandising operations. We will need
to hire additional management and racing personnel. Our strategy is to enter
into consulting arrangements with experienced NASCAR personnel to assist in
assembling our racing operations. While we have identified several potential
racing consultants, we do not currently have any consulting arrangements with
personnel with NASCAR experience. We have identified several potential
candidates with NASCAR experience to manage our racing operations and are in
preliminary negotiations with these candidates. We have not entered into any
definitive agreements with any candidates for management of our racing
operations and we have not had any definitive discussions with any potential
drivers, crew chiefs or other personnel. We intend to start these discussions
upon completion of this offering. It is our intention to enter into employment
agreement(s) with individual(s) that will be contingent upon the successful
completion of this offering.
We Intend To Invest A Majority Of The Profits From Our Racing Operations Back
Into Our Racing Business
In order to field competitive racing teams, attract and maintain personnel, and
maximize sponsorship return on investment, our business model contemplates that
we will reinvest a majority of the profits , if any, of the racing operations
back into the racing business.
As of April 30, 2001, We Have An Accumulated Deficit of $2,408,105 And May
Operate At A Loss Through The Fiscal Year Ended January 31, 2002
Because we are a start-up company and have not yet commenced operations, as of
April 30, 2001, we have an accumulated deficit of $2,408,105 due to a non-cash
charge of $2,064,919 for stock options granted, start-up costs and expenses
incurred in the development and implementation of our business plan. We financed
operations with capital contributions from Jackson Roscoe Motorsports, LLC. We
do not expect to be fully operational until some time during the 2002 racing
season, therefore, we may not generate any significant revenue this fiscal year
and may operate at a loss through January 31, 2002 and beyond.
Our Auditor's Opinion Contains A Going Concern Qualification
The auditor's opinion to our financial statements indicates that it was prepared
on the assumption that we continue as a going concern. See "Report of
Independent Certified Public Accountants" on page F-2. The auditor notes that
our dependence on raising equity, the fact that we are a start-up company with
no existing operations, our lack of current working capital and income sources,
as well as inherent risks associated with a start-up business, raise substantial
doubt about our ability to continue as a going concern. We believe that upon
successful completion of this offering we will have sufficient working capital
to be able to implement our business plan and generate revenues which will lead
to the elimination of such qualification from our audited statements. However,
there can be no assurance that we will ever achieve profitability or that a
stream of revenue can be generated or sustained in the future.
Despite the fact that there is a going concern qualification, we have agreed to
pay Stillwater Capital Advisors, LLC, an entity that is majority owned by
Messrs. Hitchcock and McDonald, a consulting fee of $500,000 and Messrs.
Hitchcock, McDonald and Wurtsbaugh annual salaries
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equal to $275,000 in the aggregate starting upon the completion of this
offering. Payment of the $500,000 consulting fee is subordinated to our first
having achieved profitability as demonstrated by an annual audited financial
statement reflecting net profit for that fiscal year. None of these individuals
have received any salary from the Company to date, and no salaries are accruing
on the Company's books. In addition, Mr. Wurtsbaugh will be entitled to
severance equal to one times his annual salary upon termination of his
employment with us without cause or upon a change of ownership. Mr. Wurtsbaugh
will be entitled to such severance regardless of our overall performance.
We Will Have Broad Discretion In The Use Of The Net Proceeds From This Offering,
And We Might Use Them Ineffectively
We will have broad discretion over how we use the net offering proceeds, and we
could spend the proceeds in ways with which you might not agree. We cannot
assure you that we will use these proceeds effectively. We plan to use the
proceeds from this offering for:
- creating up to five race teams to compete in NASCAR
sanctioned races and establishing our merchandising
operations,
- establishing our marketing services organization,
- organizational expenses,
- marketing and advertising,
- office and motorsport facilities,
- personnel and consultants, and
- working capital and general corporate purposes.
Our Existing Stockholder Will Be Able To Exercise Control of Our Common Stock
And May Make Decisions That Are Not In The Best Interest Of All Stockholders
At the completion of this offering, Jackson Roscoe Motorsports, LLC will own
approximately 86.95% of our issued and outstanding shares of common stock
(assuming the minimum offering of 1,000,000 of our shares and the full exercise
of the options granted to Michael J. Wurtsbaugh) or approximately 76.92%
(assuming the maximum offering of 2,500,000 of our shares and the full exercise
of the options granted to Michael J. Wurtsbaugh) and 100% of our issued and
outstanding shares of preferred stock. See "Security Ownership of Certain
Beneficial Owners and Managers" beginning on page 51. Accordingly, Jackson
Roscoe Motorsports, LLC, which is controlled by J. Roe Hitchcock and Frederick
L. McDonald II, will be able to control the election of directors and all other
matters subject to stockholder votes. This concentration of ownership may have
the effect of delaying or preventing a change in control of FanZ Enterprises,
Inc., even if this change in control would benefit stockholders.
We Might Only Sell The Minimum Number Of Shares, Or Less Than The Minimum Number
Of Shares, And Therefore May Not Be Able To Assemble All Five Racing Teams
We can have a closing and accept subscriptions for the sale of shares to
investors if at least 1,000,000 shares have been sold, which is the minimum
number of shares that may be sold in this offering. In the event such minimum
amount, or any amount which is significantly less than
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the maximum amount of 2,500,000 shares offered in this offering are sold, we may
not be able to assemble all five of our racing teams and/or establish our
merchandising operations.
We may also be unsuccessful in selling at least 1,000,000 shares in this
offering, particularly because our officers and directors are selling the shares
in a direct participation offering, and in certain cases where required by state
law, through a licensed broker-dealer, without the use of an underwriter. If we
fail to sell at least 1,000,000 shares in this offering, we will be unable to
accept any subscriptions in this offering from the Escrow Agent. We could also
decide, in our discretion, to not have a closing. Although your funds will be
returned to you promptly by our escrow agent, with interest, you will not have
the use of these funds for other purposes during the time period that your funds
were held in escrow, which could be in excess of nine months.
The Shares You Purchase In This Offering Will Be Immediately And Significantly
Diluted
The initial public offering price is substantially higher than the net tangible
book value of each outstanding share of our common stock. There currently are
10,000,000 shares of our common stock issued and outstanding (after giving
effect to the 100,000 for 1 stock split which occurred on May 15, 2001) and held
of record by Jackson Roscoe Motorsports, LLC. Purchasers of our common stock in
this offering will experience immediate and substantial dilution. See "Dilution"
beginning on page 16. Dilution represents the difference between the price of a
share sold in this offering and the pro forma net tangible book value per share
after this offering. The dilution will be $9.08 per share or 91% of the offering
price per share if the minimum number of 1,000,000 shares are sold in this
offering and $7.99 or 80% of the public offering price per share if the maximum
number of 2,500,000 shares are sold in this offering. This represents a risk to
our investors as additional issuances of common stock under outstanding stock
options and stock option plans will dilute your ownership further.
As of the date of this prospectus, we have an aggregate of 10,000,000 shares of
our common stock issued and outstanding. We have also granted options to
purchase 500,000 shares of our common stock at $3.00 per share to Michael J.
Wurtsbaugh, a consultant for FanZ Enterprises, Inc. and our proposed Chief
Financial Officer, in connection with the closing of this offering, which shares
are subject to a Non-Qualified Stock Option Agreement. As a result of the
options granted to Mr. Wurtsbaugh, we expect to incur approximately $1,700,000
of non-cash compensation expenses in future periods. It is expected that future
amounts will be recognized over the four year period from the grant date. The
fair value approach to the valuation of these options requires that the unvested
shares be "marked to market" at the end of each reporting period. As such, if
the fair value of the options changes in the future, then related current and
future non-cash compensation expenses will change accordingly. In addition, as
of the date of this prospectus, we will reserve an amount of shares equal to 10%
of our issued and outstanding common stock after giving effect to the closing of
this offering to be issued upon the exercise of stock options available for
grant under our stock option plans. While the stock option plans will be subject
to stockholder approval upon completion of this offering, once the plans are
approved all of such shares may be issued without any action or approval by our
stockholders. The issuance of these shares would dilute the percentage ownership
of our common stock held by all of our stockholders. See "Security Ownership of
Certain Beneficial Owners and Management" beginning on page 51.
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We Need To Enter Into And Maintain A Good Working Relationship With NASCAR
To be successful, we need to create and maintain a good working relationship
with the sanctioning body of our racing events, NASCAR. Our merchandising
operations will need to enter into licensing agreements with NASCAR in order to
use the NASCAR trademarks. While we believe we can create a good working
relationship with NASCAR and enter into licensing agreements, we have not had
any definitive discussions with NASCAR management and may not be able to
establish or maintain such a relationship. We do not have any contractual
relationship with NASCAR and may not be able to enter into licensing agreements
on terms acceptable to us.
Our Racing Operations Will Face Competition For Marketing And Advertising
Dollars
We will compete for marketing and advertising dollars with other sports such as
football, baseball, basketball, hockey, tennis and golf and with other
entertainment and recreational activities. While NASCAR has been one of the
fastest growing sports in the country in recent years, there can be no assurance
that such growth rates will be maintained. In the event that fan interest
declines, NASCAR might not be as attractive to the television industry, which
could have an adverse effect on our operations.
There can be no assurance that our teams will be competitive or qualify for
each, or any, NASCAR sanctioned event entered. If we are not as successful
competitively, we could have a more difficult time attracting and maintaining
sponsors, quality drivers and crews which in turn could impact our ability to
attract marketing and advertising dollars. We will compete with well-established
teams and there can be no assurance that we will be able to create or maintain a
competitive position.
Our Merchandising Operations Will Face Competition In The Motorsports
Collectible And Consumer Products Market
We will compete with major domestic and international companies in the
motorsports collectible and consumer products market, some of which have greater
market recognition and substantially greater financial, technical, marketing,
distribution, and other resources than we will possess. Since there are no
significant barriers to entry into the collectible and consumer products
industries, emerging companies may increase their participation in these
motorsports markets. Our ability to compete successfully depends on a number of
factors both within and outside our control, including: the success of our
teams; the quality, features, pricing, and diversity of our products; the
quality of our customer services; our ability to recognize industry trends and
anticipate shifts in consumer demands; our success in designing and marketing
new products; the availability of adequate sources of manufacturing capacity and
the ability of our third-party manufacturers to meet delivery schedules; our
efficiency in filling customer orders; the continued popularity of the
motorsports personalities with whom we have licensing arrangements (currently,
we have no such licensing arrangements); our ability to renew existing licensing
arrangements and enter into new licensing arrangements; our ability to develop
and maintain effective marketing programs that enable us to sell our products to
motorsports enthusiasts; product introductions by our competitors; the number,
nature, and success of our competitors in a given market; and general market and
economic conditions.
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Our Operations Will Be Dependent On The Success Of Our Racing Teams
Our ability to fully implement our business plan and the success of our
operations will be dependent upon the success of our racing teams. If our racing
teams fail to qualify for races or finish poorly in races on a routine basis,
the success of our operations could be adversely impacted. Teams that fail to
qualify do not generate any substantial purse revenue, and may experience a
reduction in fan interest and/or sponsorship appeal. We do not currently have
any definitive arrangements with drivers or crewmembers.
We Will Be Dependent On Key Personnel
Our success depends upon the availability and performance of our officers and
senior management and other key personnel. Since our inception we have relied
heavily upon the expertise and energies of a relatively small core of
executives, none of whom have had any experience in running a public company and
none of whom are currently full-time employees. These executives must hire
qualified employees and properly develop and manage the operations for us to be
successful. While our business plan contemplates hiring consultants and
experienced racing personnel to assemble and manage our operations, neither of
our two existing officers has any experience in owning or operating a
professional motorsports operation. We currently have an employment agreement
with Michael J. Wurtsbaugh, our proposed Chief Financial Officer and Secretary,
which will take effect upon completion of this offering, and are in negotiations
with candidates to manage FanZ Racing, Inc. and FanZ Merchandising, Inc. In the
interim, we have entered into a consulting agreement with Michael J. Wurtsbaugh
pursuant to which he will provide us with his consulting services until his
employment agreement is effective. We do not currently have any employment
agreements or contracts with racing consultants, drivers or crewmembers. Upon
completion of this offering, we intend to hire additional personnel which will
include someone with prior experience in a public company to serve as our
director of finance. The loss of the services of one or more of our key
personnel could have a material adverse effect on our operations. Although we
intend to hire additional personnel upon completion of this offering, there can
be no assurance that we will be able to attract and retain experienced
personnel, or personnel with racing experience, on acceptable terms.
We May Incur Liability For Personal Injuries
Racing events can be dangerous to participants and to spectators. We will
maintain insurance policies that provide coverage within limits that in our
judgment are sufficient to protect us from material financial loss due to
liability for personal injuries sustained by, or death of, our personnel or
spectators in the ordinary course of our business. Our insurance may not be
adequate or available at all times and in all circumstances. In the event that
damages for injuries sustained by our participants or spectators exceed our
liability coverage or the insurance company denies coverage, our financial
condition, results of operations and cash flows could be adversely affected to
the extent claims and associated expenses exceed insurance recoveries.
Our Operations Will In Part Be Dependent On Licensing Arrangements
We will market our collectible and consumer products pursuant to licensing
arrangements with race car drivers, crew chiefs, car owners, race car sponsors,
and automobile manufacturers,
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including our own. We will also need to complete the standard NASCAR licensing
application and enter into a licensing arrangement with NASCAR to enable us to
use the NASCAR logo. These licensing arrangements are typically limited in scope
and duration and typically authorize the sale of specified licensed products for
a specific period of time. The success of any of our licensing arrangements
depends on many factors, including the reasonableness of license fees in
relationship to revenue generated by sales of licensed products and the
continued popularity and availability of licensees. The termination,
cancellation, or inability to enter into or renew any licensing arrangements
could have a material adverse effect on our merchandising operations. While we
believe that we will be able to enter into licensing arrangements, we currently
have none and we may not be able to enter into any licensing arrangements on
terms acceptable to us. If we are unable to enter into these licensing
arrangements, we would not be able to fully develop our merchandising
operations, which would have an adverse impact on our operations.
Our Merchandising Operations Will Be Subject To Rapid Market Changes and
Seasonality
The markets for our products will be subject to rapidly changing customer
tastes, a high level of seasonality and competition, and a constant need to
create and market new product designs. Demand for motorsports collectible and
consumer products is influenced by the popularity of certain teams, cultural and
demographic trends, marketing and advertising expenditures, and general economic
conditions. Because these factors can change rapidly, customer demand also can
shift quickly. In many cases, new motorsports collectible and consumer products
can be successfully marketed for only a limited time. We may not always be able
to respond to changes in customer taste and demand because of the amount of time
and financial resources that may be required to bring new product designs to
market. An inability to respond quickly to market changes could have an adverse
impact on our operations. The second and third calendar quarters of each year
generally have higher sales of motorsports products due to the introduction of
new race car models for the racing season beginning in February. Seasonal
fluctuations in quarterly sales may require us to take temporary measures,
including increased personnel, borrowings and other operational changes, and
result in unfavorable quarterly earnings comparisons.
Our Merchandising Operations Will Be Dependent On Third Parties For
Manufacturing
We will have third parties manufacture our motorsports collectibles and consumer
products which we anticipate will include hats, clothing, glassware, die-cast or
miniature cars, toys and other similar items. As a result, any difficulties
encountered by the third-party manufacturers that result in product defects,
production delays, cost overruns, or the inability to fulfill orders on a timely
basis, could have a material adverse effect on our operations.
We do not currently have any contracts with third-party manufacturers. Although
we believe that we will be able to secure acceptable arrangements with such
third-party manufacturers, our operations would be adversely affected if we
could not establish relationships with suppliers. We do not currently have an
inventory of merchandise and will not until this offering is completed and we
develop our merchandising operations.
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We May Not Be Able To Attract And Maintain Sponsors As Our Primary Source of
Revenues
A professional motorsports racing operation relies principally on three
separate, but related, revenue sources for the funding of racing activities that
include sponsorship monies, race purse winnings and special race bonus
opportunities. There is no guarantee that we will be able to attract or obtain
any or all of these sources of revenue.
Since our racing operations will be primarily funded through sponsorship
dollars, our ability to attract sponsors to fund racing operations will be a
significant factor in our success. The market for sponsorship money is very
competitive and we will compete with other motorsports teams, and other
professional sports, for sponsorship money. Although we have had preliminary
discussions with potential sponsors, we have not entered into any definitive
agreements with sponsors and may not be able to attract any sponsors to fund our
teams.
Upon Our Dissolution, Liquidation, or Winding Up, Our Common Stockholders Will
Receive Funds, If Available, Only After Payments Have Been Made To Our Creditors
And Preferred Stockholders
Upon our dissolution, liquidation, or winding up, holders of any of our secured
debt will be paid in full first, and then all other unsecured creditors will be
paid in full. Any balance remaining will be used first to repay the holders of
our preferred stock the amount of their liquidation preference plus any
accumulated and unpaid dividends prior to and in preference to any distribution
to our other stockholders. The amount of the liquidation preference for the
preferred stock is $600,000 and such shares are entitled to an annual cumulative
dividend equal to 10% of the original purchase price. Any remaining balance
would then be distributed to our holders of common stock on a pro rata basis.
However, it is possible that after payment of our creditors and holders of our
preferred stock, there will be no funds available to distribute to our common
stockholders.
Our Shares Could Become A "Penny Stock"
Our shares could become subject to the penny stock rules if we fail to develop
our business plan or are not successful in generating revenue. The SEC has
adopted rules that regulate broker-dealer practices in connection with
transactions in "penny stocks." Penny stocks generally are equity securities
with a price of less than $5.00, other than securities registered on national
securities exchanges or quoted on Nasdaq, provided that current price and volume
information with respect to transactions in such securities is provided by the
exchange or quotation system. Prior to a transaction in a penny stock, a
broker-dealer is required to:
- deliver a standardized risk disclosure document that provides
information about penny stocks and the nature and level of
risks in the penny stock market;
- provide the customer with current bid and offer quotations
for the penny stock;
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- explain the compensation of the broker-dealer and its
salesperson in the transaction;
- provide monthly account statements showing the market value of
each penny stock held in the customer's account; and
- make a special written determination that the penny stock is a
suitable investment for the purchaser and receive the
purchaser's written agreement to the transaction.
These requirements may have the effect of reducing the level of trading activity
in the secondary market for a stock that becomes subject to the penny stock
rules. If our shares become subject to the penny stock rules, investors may find
it more difficult to sell their shares.
FanZ Enterprises, Inc. Will Need Additional Financing Which May Not Be
Available, Or Which May Dilute The Ownership Interests Of Investors
Our future success will depend on our ability to raise additional funds,
particularly if we raise only the $10,000,000 minimum, and our ability to raise
future sponsorship money, which includes attracting sponsors for our racing
teams. No commitments to provide additional funds have been made by management
and no agreements with sponsors have been entered into. If additional money is
needed, there is no assurance that funds will be available from any source or,
if available, that they can be obtained on terms acceptable to us. If not
available, our operations could be severely limited, and we may be unable to
implement our business plan.
Additionally, in order to meet certain state requirements, we will not be able
to break escrow with respect to the sale of any shares in excess of 1,560,000
shares or sell shares in excess of 1,560,000 unless Jackson Roscoe Motorsports,
LLC makes an additional capital contribution in cash of $235,000 with respect to
the common stock it currently owns. There is no assurance that Jackson Roscoe
Motorsports, LLC will be able to raise these funds and, accordingly, no
assurance that we will be able to sell more than 1,560,000 shares.
Our Common Stock Has No Prior Market, And The Price May Decline After This
Offering
There is no public market for our common stock, and no assurance can be given
that a market will develop or that any stockholder will be able to liquidate his
or her investment without considerable delay, if at all. The market price of our
common stock may decline below the offering price. If a market should develop,
the price may be highly volatile. In addition, an active public market for our
common stock may not develop or be sustained.
We Have No Agreements With Any Underwriters, And We May Not Be Able To Attract
Market Makers
There is currently no public trading market for the shares being offered. The
development of a public trading market depends upon not only the existence of
willing buyers and sellers, but also on market makers. We hope that a number of
broker-dealers may become market makers for our shares. Under these
circumstances, the market bid and asked prices for the shares may be
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significantly influenced by decisions of the market makers to buy or sell the
shares for their own account, which may be critical for the establishment and
maintenance of a liquid public market in the shares.
Market makers are not required to maintain a continuous two-sided market and are
free to withdraw firm quotations at any time. Additionally, in order to be
traded on the OTCBB we need to have at least one registered and active market
maker. We currently have no market makers. No assurance can be given that any
market making activities of any market makers will commence. To facilitate the
sale of our common stock, we intend to have our common stock traded on the OTC
Bulletin Board. There can be no assurance, however, that a market for our common
stock will ever develop.
The Value Of The Owner Privileges May Result In Taxable Dividend Income To You
We intend to provide our stockholders with a number of owner privileges as more
fully described in the section titled "Description of Business" beginning on
page 18. The owner privileges that we intend to provide to our stockholders, may
result in taxable dividend income to our stockholders. If the owner privileges
are treated as taxable dividend income, a stockholder could incur a tax
liability as a result of his or her ownership of our common stock without
receiving any cash from us to pay such tax. We have not obtained any legal
opinions or treasury rulings on the tax treatment of the owner privileges that
we intend to provide. The stockholders may also incur expenses in consulting
with their tax advisor as to the treatment of the owner privileges.
Investors May Face Significant Restrictions On The Resale Of Our Common Stock
Due To State Blue Sky Laws
Each state has its own securities laws, often called "blue sky laws," which (i)
limit sales of securities to the residents of such state unless the security is
registered in such state or qualifies for an exemption from registration and
(ii) govern the reporting requirements for broker-dealers doing business
directly or indirectly in the state. There may be significant state blue-sky law
restrictions on the ability of investors to sell, and on purchasers to buy, our
common stock. Accordingly, investors should consider the secondary market for
our common stock to be a limited one. Investors may be unable to resell their
stock, or may be unable to resell it without significant expense. We have not
registered our shares in the following states: Alaska, Hawaii, Idaho, Montana,
Nebraska, New Mexico, North Dakota, Rhode Island, South Dakota, Tennessee, Utah,
Vermont, Washington and Wyoming. Accordingly, no sales of the Company's common
shares can be made in those states or to residents of those states.
FORWARD LOOKING STATEMENTS
This prospectus includes "forward-looking statements." These statements involve
known and unknown risks, uncertainties and other factors that could cause actual
results, financial performance, operating performance or achievements expressed
or implied by such forward-looking statements not to occur or be realized. Such
forward-looking statements generally are based upon our best estimates of future
results, performance or achievement, based upon current conditions.
Forward-looking statements may be identified by the use of forward-looking
terminology such as "may," "will," "expect," "believe," "estimate,"
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"anticipate," "continue," or similar terms, variations of those terms or the
negative of those terms. Potential uncertainties include, among other things,
the matters described in this "Risk Factors" section beginning on page 3 of this
prospectus and other sections of this prospectus.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, we do not assume responsibility
for the accuracy or completeness of the forward-looking statements after the
date of this prospectus.
USE OF PROCEEDS
The gross proceeds to us from the sale of up to 2,500,000 shares of our common
stock will be $10,000,000 (if the minimum number of 1,000,000 shares are sold)
or $25,000,000 (if the maximum number of 2,500,000 shares are sold).
We expect to use the gross proceeds from this offering, listed in the order of
priority, as follows:
Purpose Minimum
Maximum
- ------- Subscription(1)
Percentage Subscription(2) Percentage
------------
- ---------- ------------ ----------
Commissions to Broker $500,000 (3) 5.00%
(3) $1,250,000(3) 5.00%(3)
Offering Expenses $747,060 7.47%
$747,060 2.99%
Purchase of Assets (4) $3,000,000 30.00%
$11,000,000 44.00%
Personnel (5) $2,300,000 23.00%
$5,200,000 20.80%
Marketing and Advertising $1,845,000 18.45%
$ 3,945,000 15.78%
Consulting Fee to Stillwater (6) $500,000 5.00%
$500,000 2.00%
Merchandising (7) $300,000 3.00%
$1,000,000 4.60%
Working Capital $807,940 8.08%
$1,207,940 4.83%
---------- ----
---------- -----
Totals (8) $10,000,000 100%
$25,000,000 100%
----------- ----
----------- -----
(1) Assumes sale of 40% of the stock being offered.
(2) Assumes sale of 100% of the stock being offered.
(3) This is the maximum amount the broker/dealer could earn and these
numbers assume that all of the shares are sold in Arizona, Arkansas,
Florida, North Carolina and Texas. However, we do not anticipate that
all of our shares will be sold in these states since we are registered
and offering shares in thirty-six (36) states.
(4) Assumes that the machinery and equipment is purchased rather than
leased or financed.
(5) Includes annual salaries to be paid to Messrs. Hitchcock, McDonald and
Wurtsbaugh in the amount of $50,000, $50,000 and $175,000,
respectively.
(6) Stillwater Capital Advisors, LLC is a limited liability company which
is majority owned by Messrs. Hitchcock and McDonald, our current
officers and directors. Neither Messrs. Hitchcock nor McDonald are
responsible for the day-to-day operations of Stillwater
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Capital Advisors, LLC. Payment of this fee is subordinated to our first
having achieved profitability as demonstrated by an annual audited
financial statement reflecting net profit for that fiscal year.
(7) Includes the non-capital expenditures for merchandising consisting of,
primarily, salaries.
(8) In order to meet certain state requirements, we will not break escrow
with respect to the sale of any shares in excess of 1,560,000 shares or
sell shares in excess of 1,560,000 unless Jackson Roscoe Motorsports,
LLC makes an additional capital contribution in cash of $235,000 with
respect to the common stock it currently owns. This contribution has
not been reflected in the table set forth above.
In addition, to the proceeds from this offering, we have received $500,100 from
Jackson Roscoe Motorsports, LLC. These funds have been used to fund our
organizational, marketing and advertising expenses. We also intend to seek
sponsorship funds, which will be used to offset a portion of the marketing,
advertising and personnel costs and purchase of assets incurred in connection
with the establishment of our racing operations. However, the availability and
amount of any sponsorship funds will be contingent upon the success of our
racing team(s). We believe that the minimum proceeds from this offering together
with sponsorship funds of $2.5 million per team will be sufficient to satisfy
our cash requirements during the twelve (12) months following the consummation
of this offering. In the event that only the minimum is raised in this offering
and sponsorship funds are not available, the proceeds will be sufficient to
satisfy our cash requirements during the twelve (12) months following the
consummation of this offering provided that we scale back our budgets by
reducing the number of cars, motors, tools and other equipment initially
purchased for each team and reducing the personnel hired.
We will utilize the funds from this offering, assuming the minimum number of
shares are sold, to start one team that will compete in the Winston Cup Series
and intend to have a minimum of two teams competing in NASCAR sanctioned events
within one year of the closing of this offering. It is our intention to
eventually originate up to a total of five race teams assuming the maximum
number of shares are sold. We will utilize a portion of our proceeds to acquire
certain assets that will allow us to develop the various racing teams.
Specifically, we will need to purchase various parts for our race cars such as
screws, shocks, bolts, transmissions, gears, tires, etc. We will need to
purchase engines either through direct purchase or through an engine-leasing
program from one of the other NASCAR teams or develop an in-house
engine-building program. We will also purchase certain raw materials, such as
various metals and alloys, to manufacture our race cars. Various race shop
equipment will also be purchased including miscellaneous shop tools, engine and
chassis dynameters testing equipment, timing devices, shock building equipment
and testing, welding equipment, fabrication equipment, paint booths, etc. Also,
a tractor and trailer will need to be acquired or leased for each race team in
order to transport the race cars, equipment, tires, etc. to each racing event
and all testing sessions.
We will purchase or lease real property to house our corporate headquarters and
motorsport facilities, and will purchase general office equipment for our
corporate headquarters such as computers, facsimile machines, copy machines and
other office equipment and supplies. (See "Description of Property" beginning on
page 47.
The foregoing represents our present intentions and best estimate with respect
to the allocations of the proceeds of this offering based upon our present plans
and business conditions. However,
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no assurances can be given that unforeseen events or changed business or
industry conditions will not result in the application of the proceeds of this
offering in a manner other than as described herein. Consequently, future
events, including changes in our business plan and economic, competitive or
industry conditions, may make shifts in the allocation of funds necessary or
desirable.
DETERMINATION OF OFFERING PRICE
Prior to this offering, there has been no trading market for our shares of
common stock. Consequently, the initial public offering price of our shares of
common stock was arbitrarily determined. The factors considered in determining
the offering price included our financial condition and prospects as well as the
general condition of the securities market. The offering price is not an
indication of and is not based upon the actual value of FanZ Enterprises, Inc.
The offering price bears no relationship to the book value, assets or earnings
of FanZ Enterprises, Inc. or any other recognized criteria of value. The
offering price should not be regarded as an indicator of the future market price
of the securities.
DILUTION
Our net tangible book value at April 30, 2001 is $156,914 or $.02 per share of
common stock. Net tangible book value per share represents the amount of total
tangible assets less liabilities, divided by 10,000,000 (the number of shares of
our common stock outstanding as of April 30, 2001 after giving effect to a
100,000 for 1 stock split effected on May 15, 2001.) These figures, and the
figures throughout this section, do not assume the exercise of Mr. Wurtsbaugh's
options to purchase 500,000 shares of our Common Stock.
MINIMUM OFFERING
After giving effect to the 100,000 for 1 stock split which occurred on May 15,
2001, and the sale of 1,000,000 shares, in the event that the minimum number of
shares offered in this offering are sold, the as adjusted net tangible book
value at April 30, 2001 would be $10,156,914 or $.92 per share before deducting
offering expenses. This represents an immediate increase in net tangible book
value of $.90 per share to the existing stockholder, and an immediate dilution
of $9.08 per share to new investors. The tables below illustrate this per share
dilution.
MAXIMUM OFFERING
After giving effect to the 100,000 for 1 stock split which occurred on May 15,
2001, and the sale of 2,500,000 shares, in the event that the maximum number of
shares offered in this offering are sold, the as adjusted net tangible book
value at April 30, 2001 would be $25,156,914 or $2.01 per share before deducting
offering expenses. This represents an immediate increase in net tangible book
value of $1.99 per share to the existing stockholder, and an immediate dilution
of $7.99 per share to new investors. The tables below illustrate this per share
dilution.
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Minimum Maximum
- ------- -------
Assumed public offering price of common stock offered in this
offering before deduction of offering expenses
$10,000,000 $25,000,000
Net tangible book value per share before offering
$.02 $.02
Increase in book value per share attributable to new investors
$.90 $1.99
As adjusted net tangible book value per share after offering
$.92 $2.01
Increase per share to previous investors
$.90 $1.99
Dilution per share to new investors
$9.08 $7.99
Percentage that new investors' shares are diluted
91% 80%
The following table summarizes the relative investments of investors in this
offering and our current stockholder, assuming a per share offering price of
$10.00, before deduction of offering expenses:
Minimum
Stockholders(1) Investors
-------
- ------------ ---------
Number of shares of common stock purchased
10,000,000(2) 1,000,000
Percentage of outstanding common stock after offering
90.91% 9.09%
Gross consideration paid
$100,100 $10,000,000
Percentage of consideration paid .99%
99.01%
Average consideration per share of common stock $.01
$10.00
Maximum
-------
Number of shares of common stock purchased
10,000,000(2) 2,500,000
Percentage of outstanding common stock after the offering 80%
20%
Gross consideration paid
$100,100 $25,000,000
Percentage of consideration paid .40%
99.6%
Average consideration per share of common stock $.01
$10.00
(1) Includes Jackson Roscoe Motorsports, LLC.
(2) After giving effect to the 100,000 for 1 stock split effected May 15,
2001.
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CAPITALIZATION
The following table sets forth our capitalization at April 30, 2001, as
adjusted, to give effect to the sale of the minimum number of 1,000,000 shares
of our common stock and to give effect to the maximum number of 2,500,000 shares
of our common stock, at an assumed public offering price of $10.00 per share,
net of estimated offering costs and after application of the net proceeds of
such sale (1)(2).
Actual
Minimum Maximum
April 30, 2001
Common Stock, $.01 par value per share;
20,000,000 shares authorized; 10,000,000
shares issued and outstanding; 11,000,000
shares issued and outstanding, as adjusted
assuming the minimum number of shares are
sold; 12,500,000 shares issued and outstanding,
as adjusted assuming the maximum number of
shares are sold $100,000
$110,000 $125,000
Preferred stock, $.01 par value per share;
10,000 shares authorized; 10,000 shares issued
and outstanding 100
100 100
Additional paid-in capital 2,464,919
11,237,859 25,472,859
Accumulated Deficit (2,408,105)
(2,408,105) (2,408,105)
-----------
----------- ----------
Total Stockholder's Equity (Deficit) $156,914
$8,939,854 $23,189,854
=========
========== ===========
(1) Assumes discounts/commissions are $500,000 for the minimum offering and
$1,250,000 for the maximum offering. This is the maximum amount the
broker/dealer could earn and these numbers assume that all of the shares
are sold in Arizona, Arkansas, Florida, North Carolina and Texas. However,
we do not anticipate that all of our shares will be sold in these states
since we are registering and offering shares in thirty-six (36) states.
(2) In order to meet certain state requirements, we will not break escrow with
respect to the sale of any shares in excess of 1,560,000 shares or sell
shares in excess of 1,560,000 unless Jackson Roscoe Motorsports, LLC makes
an additional capital contribution in cash of $235,000 with respect to the
common stock it currently owns. This contribution has not been reflected in
the table set forth above.
DESCRIPTION OF BUSINESS
BUSINESS OF ISSUER
We are a Delaware corporation formed on October 20, 2000 to control and manage a
multi-car motorsports operation that will participate in NASCAR sanctioned
events. We currently have no full-time employees. However, we have a consulting
agreement with Michael J. Wurtsbaugh,
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our proposed CFO and Secretary, and have entered into an employment agreement
with Michael J. Wurtsbaugh which will become effective upon the closing of this
offering. Pursuant to the terms of his consulting agreement, Mr. Wurtsbaugh
shall, in exchange for consulting services provided by him, be entitled to
purchase up to 500,000 shares of our common stock in accordance with that
certain Option Agreement dated February 28, 2001. As a consultant, Mr.
Wurtsbaugh has devoted significant time and energy to the preparation of the
Company's registration statement, the start-up of operations and the pursuit of
sponsors. The terms and conditions of Mr. Wurtsbaugh's employment agreement are
set forth in the section entitled "Executive Compensation" beginning on page 53.
It is contemplated that we will initially enter the Winston Cup Series with one
race team and intend to have two race teams competing in NASCAR sanctioned
events within one year of the closing of this offering. It is our intention to
ultimately originate up to a total of five race teams that will compete in
NASCAR sanctioned races, including teams in the Winston Cup, Busch Series Grand
National Division ("Busch Series") and Craftsman Truck Series, depending on the
amount of capital raised through this offering.
As a start-up company, we have no history of earnings, have a stockholder's
equity of $156,914, have an accumulated deficit of $2,408,105 as of April 30,
2001, due to a non-cash charge of $2,064,919 for stock options granted, start-up
costs and expenses incurred in the development and implementation of our
business plan. We currently do not own any assets necessary to establish our
racing or merchandising operations.
We believe that a tremendous opportunity exists to provide a unique and exciting
opportunity for existing NASCAR fans, as well as attract new fans to the sport.
We will utilize a network of dedicated racing fans and attract new fans to
NASCAR to serve as part owners in our operations. We will be able to offer each
stockholder a unique economic and racing opportunity to be part owner of what we
hope will be a "top-tier NASCAR racing team" and actually participate in what we
believe is the number one spectator sport in the country. By "top-tier," we mean
a racing team that finishes annually among the top twenty (20) teams in racing
points and race purse winnings. This network of stockholders will further allow
us the opportunity to offer potential sponsors a built-in owner fan base that
will support and consume the various sponsors' products and/or services. It is
believed that this fan base will be a competitive advantage in our attempt to
attract top quality sponsorship monies to fund our racing operations. To date,
there are no other motorsports operations with such an owner fan base. Although
we consider this a significant competitive advantage and are conducting
preliminary meetings with several potential sponsors, none of these preliminary
communications have led to any definitive sponsorship agreements at this time.
We will actively manage and control substantially all of our merchandising
opportunities directly rather than the traditional industry practice of
utilizing third-party agents to manage and promote merchandising operations. We
will sell a wide variety of merchandise including shirts, hats, coats,
children's clothing, toys, die-cast sealed replicas of motor sports vehicles,
computer programs, cups, umbrellas, vehicle stickers, key chains and other
traditional souvenirs. This should provide greater control over the quality and
success of our merchandising operations. Although current management has no
substantial experience merchandising licensed products, upon completion of this
offering, we intend to hire individuals with this type of experience. At
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24
this stage, we do not have any definitive agreements for the manufacturing or
development of any products that we intend to offer in the future. Many of these
products will require a licensing agreement with NASCAR, which we have not
negotiated. While we have contacted the NASCAR licensing office to determine
NASCAR's licensing requirements and opportunities, our strategy is to formally
apply with NASCAR once our merchandising management has been hired.
Summary of Opportunity
We will offer new and dedicated motorsports fans the opportunity to both own a
piece of what management believes will ultimately be a successful motorsports
operation and participate economically in the business. We believe such an
opportunity will prove appealing to these fans' love of auto racing. In
addition, we believe our unique ownership opportunity and integrated business
approach, coupled with the increasing media exposure of NASCAR, will allow us to
attract new fans to the exciting sport of NASCAR racing. We will utilize the
investment funds from the stockholders to start and/or purchase as many as five
race teams to compete in NASCAR sanctioned races, including the Winston Cup,
Busch Series and Craftsman Truck Series. We believe this wide network of
owner/investors enhances the success rate for obtaining top quality sponsors
which should further the opportunity for success of our racing and merchandising
operations. We believe most sponsors will find this captive stockholder network
a very attractive audience to market their respective products and services. In
addition to the economic opportunity of ownership, we intend to offer each
stockholder a variety of owner privileges. Our owner privileges may consist of
some or all of the following:
- Autographed picture of one of our drivers and crew chiefs.
- At each Winston Cup and Busch Series race in which we qualify
we intend to randomly select twenty (20) stockholders that
will be eligible to be chosen to participate in the
non-over-the-wall pit crew. The non-over-the-wall pit crew
will perform pit crew functions behind a wall separating it
from the race car pit. We will pick four out of the twenty
(20) stockholders to actually participate in the
non-over-the-wall pit crew for each team's honorary pit crews.
- An annual 10% discount on all racing merchandise purchased
trackside at the merchandise trailers.
- Free access to all of FanZ Racing, Inc.'s driver, crew and
owner web pages with direct e-mail response from each
respective team member.
- Free webcasts from our racing team facility highlighting the
pre-race preparation of one of the race cars.
- Initial input into driver and crew chief selection for our
racing operations.
We anticipate providing the owner privileges to stockholders on an annual basis,
however, some or none of the aforementioned owner privileges may be provided if
we are unsuccessful in establishing our merchandising operations or if we fail
to participate or qualify in races. We intend to run our teams on a limited
schedule until sponsorship funds are obtained. We anticipate running a full
schedule during the second half of the 2002 racing season, although, there can
be no assurance that this will occur. While we will actively pursue drivers and
crew
19
25
chiefs suggested by our stockholders, we may be unsuccessful in attracting such
personnel to our racing operations.
We anticipate holding an annual stockholders' meeting and luncheon. We
anticipate holding this meeting in our team facility once we have established a
permanent facility or a race related venue. The stockholders will have exclusive
access to the drivers, crewmembers and racing personnel and our facilities
during this meeting and luncheon.
Sponsorship Appeal
We believe the combination of racing and merchandising operations and network of
stockholder/fans offered by us will be a unique opportunity for sponsors
evaluating participation in NASCAR sanctioned racing. Overall, the entire NASCAR
sponsorship opportunities should be extremely appealing as a marketing and
advertising tool for most major companies whose products and services are
purchased or consumed by the general public. The facts that make the sponsorship
of a NASCAR racing operation appealing to companies are summarized as follows:
- Nearly one-third of the U.S. adult population, 63 million in
total, consider themselves NASCAR fans. Of the 63 million, 24
million (or 38%) are avid fans who search out NASCAR (or
television, attend races, and/or buy NASCAR products).(1)
- NASCAR attendance has grown each year for eighteen (18)
consecutive years(2) with attendance almost doubling since
1990.(3)
- NASCAR attendance growth for the Winston Cup Series has
outpaced any other sport. From 1990 to 1998, the Winston Cup
fan base increased from 3.3 million to 6.3 million, which
represents a 91% attendance growth rate.
- 40% of NASCAR fans over the age of 18 are women, making the
NASCAR fan base one of the most gender-neutral in professional
sports.(4)
- 64% of NASCAR fans have attended college and 41% earn over
$50,000 per annum, creating a valued marketing segment for
most major consumer and service companies.(5) The chart below
shows the audience income by sector.
- --------
(1) Edgar, Dunn, and Company. "The 2000 NASCAR Board Study" cited in "Real
Results, This is NASCAR," 2001.
(2) 1990-1999 Goodyear Attendance Reports cited in "Real Results, This is
NASCAR," 2001.
(3) Id.
(4) "Real Results, This is NASCAR," 2001.
(5) Id.
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26
AUDIENCE INCOME(5)
[BAR GRAPH]
Under $20,000 14%
$75,000-$100,000 11%
$50-$75,000 21%
$30-$50,000 27%
$20-$30,000 18%
$100,000 & Over 9%
- 78% of NASCAR fans are between the ages of 18 and 54. This
demographic group is the one sponsors value most.(6)
- 72% OF NASCAR FANS CONSCIOUSLY PURCHASE PRODUCTS AND SERVICES
BASED ON A SPECIFIC COMPANY'S INVOLVEMENT IN NASCAR. This
conversion ratio is twice the rate of audience brand loyalty
that is experienced by the National Football League ("NFL")
and allows NASCAR to offer America's most brand loyal fans.
The graph below shows the percent of the audience that
consciously purchases products based on the manufacturer's
involvement in the sport.(7)
- ----------
(6) Id.
(7) 1997 Performance Research Study cited in "Real Results, This is NASCAR,"
2000.
21
27
AUDIENCE BRAND LOYALTY TO SPONSORS(4)
[LINE GRAPH]
NASCAR 72%
Tennis 52%
Golf 47%
NBA 38%
MLB 38%
NFL 36%
Olympics 28%
- 40% of NASCAR Fans will switch to a product if it is a NASCAR
sponsor.(8)
- 70% of the NASCAR Winston Cup races will be broadcast on
network television.(9)
- Over 250 million fans worldwide tuned into NASCAR events in
1999.(10)
Unlike most other sports, NASCAR teams, drivers and owners continuously promote
the sponsor at each race. It is not uncommon for the winning driver of each race
to officially thank the sponsors who ultimately are responsible for his or her
"ride."
We believe that our operations will create a very favorable investment
opportunity for most major companies, as it provides sponsors direct access to
the most diverse and passionate fans in the sporting universe. In addition to
the broad appeal of NASCAR, as highlighted above, we believe our stockholder
base will provide potential sponsors with an immediate loyal foundation of fans
and potential consumers that are anticipated to be loyal to the sponsor's
products. This network of stockholder/owners is unique to NASCAR and should
provide the impetus for us to attract a high quality group of primary and
associate sponsors to our racing operations. Additionally, we intend to maintain
a close working relationship with each of our major sponsors by developing a
comprehensive marketing and promotional strategy promoting each sponsor at our
trackside merchandising venues, as well as through a variety of retail and mass
merchant outlets. Some of the specific attractions beyond the prominent display
of corporate colors and logos on each race car, driver and team uniforms,
equipment and transporter that we intend to offer to sponsors include:
- active "show car" program for each team that will operate
continuously throughout the year displaying and promoting at
the respective sponsors' locations;
- -------------
(8) "Real Race Gear," NASCAR, 2001.
(9) Bear Sterns & Company Equity Research (hereinafter "Bear Sterns")
"Motorsports," page 26, 2001.
(10) "Real Race Gear," 2001.
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28
- client hospitality tents will be prominently promoted at
trackside venues at events with driver, crew and owner
participation;
- employee entertainment packages for selected racing venues
that will include driver and crew participation and
involvement as a motivational tool to valued employees;
- promotional tie-ins may be developed, promoted and implemented
at selected trackside venues, as well as through various
national and regional multimedia by our drivers, crew chiefs
and owners; additionally, promotional tie-ins may be employed
throughout each sponsors' distribution channels;
- trackside sampling events may be established at selected
sponsor tents to highlight new and promotional sponsor
products and services; sampling events may be utilized to test
market the various sampled products with NASCAR fans and
media;
- product and service endorsements may be established for each
primary sponsor and selected associate sponsors featuring our
drivers, crew chiefs and owners;
- advertising space during the weekly webcast from the team's
facility;
- database marketing to the investor list; and
- additional advertising and potential product promotion at our
permanent race facility, once it is established, in and around
Charlotte, North Carolina.
We believe that sponsors will be attracted to our teams because they will have
both direct and indirect access to our stockholders. We will establish a privacy
policy which allows us to share stockholder information with our sponsors only
if our stockholders affirmatively opt-in to this program. Information about
stockholders who do not opt-in to our program will not be disclosed. In addition
to any direct access our sponsors will have, they will be able to advertise on
our website, through our catalogue, or other promotional programs, as well as
the traditional methods of advertising space on our car and on team uniforms.
History of the Industry
William H. G. France was a mechanic who migrated from New York to Daytona in the
early 1940's. He organized races on the beach in Daytona that eventually led to
more races and purses. He founded NASCAR in 1948 to organize and promote stock
car racing on racetracks throughout the southeastern United States. Other than
the creation of NASCAR, we believe the ascension of France's son, Bill Jr., to
the leadership role of NASCAR in 1972 is likely the most important event in
NASCAR's history. As the rule maker, promoter, ambassador and salesman, Bill Jr.
has set the standard by which all other forms of motorsports are measured and
compared. NASCAR's popularity during the 1970's and 1980's grew primarily on a
regional level, while Bill Jr. continued to work toward a vision of national
recognition for the sport of NASCAR.
In November of 2000, Bill Jr. stepped down as President of NASCAR, and was
replaced in that position by Mike Helton, who had been serving as NASCAR's
Senior Vice-President and Chief Operating Officer for the previous two years.
Despite the health problems that caused him to step-down as President, Bill Jr.
continues to influence the future of NASCAR as chairman of the Board of
Directors for NASCAR.
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29
Current Status of NASCAR
Although NASCAR began with a southeastern motor racing focus, the sport, through
NASCAR's efforts, has grown to be a nationally recognized sport and is currently
promoting races in 22 of the 50 states throughout America from New Hampshire to
California and Oregon.(11) Today, millions of fans each year pack NASCAR venues
across the country for what we believe is the most exciting form of motorsports
entertainment. In 1998, NASCAR celebrated its 50th anniversary by earning the
distinction as the fastest growing sport in the country. In an exclusive "Street
& Smith's Sports Business Journal" survey, NASCAR ranked ahead of every other
sports property in marketability and sponsor service. NASCAR's ascent to join
the "Big Four" (football, baseball, basketball and hockey) - now the "Big Five"
- - of professional sports is a recent testament to the sport's success and
popularity. Attendance at NASCAR Winston Cup races has doubled since 1990 and 17
of the 20 best attended sporting events of 1999 were NASCAR Winston Cup races.
Television ratings for NASCAR are second only to the National Football League
("NFL"), and while ratings for most sports properties have leveled off or
declined, NASCAR's televised ratings have climbed 33% in the first half of
2001.(12) In 2000, NASCAR licensed product retail sales topped $1.26 billion,
which equates to a growth rate of 1400% during the decade.(13) We believe NASCAR
is not only the most popular form of auto racing, but also one of the most
popular professional sports in all of America. Annually, more than 250 million
fans worldwide watch televised NASCAR races with over 10 million fans coming out
to the various tracks to see, in person, the NASCAR Winston Cup Series, NASCAR
Busch Series Grand National Division and NASCAR Craftsman Truck Series.(14)
In November of 1999, NBC, Fox and Turner Sports reportedly agreed to pay $2.4
billion over six years, beginning in 2001, for broadcasting rights to NASCAR's
Winston Cup racing series. Sources have reported that the $2.4 billion will be
distributed as follows:
- 25% will go to the tracks earmarked for race purses;
- 10% will go directly to NASCAR; and
- 65% will go to the tracks that host the races.
Under this agreement the networks will televise more than 70% of NASCAR Winston
Cup races.(15)
NASCAR has grown to the top of the sports rankings in terms of its estimated
economic impact. The graph below shows the Top 10 Professional Events in 2000,
followed by their estimated economic impact. It should be noted that 8 out of
the top 10 are motorsports and 7 out of the 10 are NASCAR races.
- -------------
(11) Bear Sterns at pages 57-60.
(12) Id. at page 25.
(13) "Real Results, This is NASCAR," 2001.
(14) "Real Race Gear," 2001.
(15) Bear Sterns at page 26.
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30
- ------------------------------ ------------------------------------------
- ----------------------------------------
EVENT LOCATION
ESTIMATED ECONOMIC IMPACT*
- ------------------------------ ------------------------------------------
- ----------------------------------------
Indianapolis 500 Indianapolis Motor Speedway,
Indianapolis $336.6
million
- ------------------------------ ------------------------------------------
- ----------------------------------------
Daytona 500 Daytona International Speedway,
Daytona Beach, FL $240
million
- ------------------------------ ------------------------------------------
- ----------------------------------------
Brickyard 400 Indianapolis Motor Speedway, Indianapolis
$219.5
million
- ------------------------------ ------------------------------------------
- ----------------------------------------
SuperBowl XXXIV Georgia Dome, Atlanta $215
million
- ------------------------------ ------------------------------------------
- ----------------------------------------
SAP United States Grand Prix Indianapolis Motor Speedway,
Indianapolis $170.8
million
- ------------------------------ ------------------------------------------
- ----------------------------------------
DirecTV 500 Texas Motor Speedway,
Forth Worth $165.2
million
- ------------------------------ ------------------------------------------
- ----------------------------------------
Goracing.com 500 Bristol (TN) Motor Speedway $119.6
million
- ------------------------------ ------------------------------------------
- ----------------------------------------
Food City 500 Bristol (TN) Motor Speedway $80.5
million
- ------------------------------ ------------------------------------------
- ----------------------------------------
Kentucky Derby Churchill Downs
Louisville, KY $60
million
- ------------------------------ ------------------------------------------
- ----------------------------------------
Winston 500 Talladega (AL) Superspeedway $42.4
million
- ------------------------------ ------------------------------------------
- ----------------------------------------
Street & Smith's Sports Business Journal, January 15-21, 2001, page 22. (*Based
on a formula from the National Association of Sports Commissions; Sources:
National Association of Sports Commissions, Sports Business Journal Research,
Smith Travel Research, International Association of Conventions & Visitor Bureau
Foundation)
NASCAR oversees a variety of racing programs throughout the United States that
serve as proving grounds for young drivers and mechanics to gain experience and
improve their racing skills. It is our intention to participate in the top two
or three racing series as part of our business plan. The number one series is
the Winston Cup series of which we will focus our primary efforts. The other top
racing series within the NASCAR network are the Busch Series Grand National
Division and the Craftsman Truck Series. Ultimately, we believe that
participation in both of these series is important in the overall business plan
in order to develop a form of "farm team" system, similar to Major League
Baseball. Our participation in multiple NASCAR series promotes consistency among
the team members and drivers that is essential for success in Winston Cup
racing.
Team Profiles
As NASCAR continues to grow and expand into the future, the manner in which
drivers, crew chiefs, crews and car owners communicate and operate is changing.
Historically, NASCAR ownership has been from two primary sources (i) individual
owners that grew up in the racing industry and view ownership as a means to
continue to participate in the sport, or (ii) from wealthy individuals that
enjoy motorsports and can afford to spend monies to experience the thrill of
owning a racing operation. Concurrently, this sport has grown in terms of (i)
competition and funding from sponsors, and (ii) race purses, therefore, owning
and operating a top-tier NASCAR Winston Cup racing operation has become much
more business oriented. As a result, the advent of the multi-car team has only
recently become popular.
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31
The management of the multi-car team remains in an organizational structure in
which each team, including the driver and crew chief, are individually given
incentives and operate fairly autonomously from the other teams within the
multi-car operation. The era of the multi-car team has become almost a necessity
in order to pool financial resources, share information and fully utilize
expensive capital expenditures over a number of teams. Additionally, we believe
recruiting, managing and maintaining the best and brightest people has become
essential for the success of any top-tier racing operation. Identifying and
recruiting top drivers for the cars, crew chiefs, crewmembers, mechanics,
fabrication specialists, engine builders, and other specialists are all
essential ingredients to operating a successful racing operation. Management
believes the future opportunity in NASCAR ownership will rely upon the owner's
racing knowledge and experience along with the ability to successfully manage
and operate a business with multiple divisions, or teams, that happen to be in
the racing industry.
Revenue Sources
A NASCAR racing operation relies principally on three separate, but related,
revenue sources for the funding of its racing activities: (i) sponsorship
monies, (ii) race purse winnings and (iii) special race bonus opportunities.
Sponsorship Monies: The primary funding source for any NASCAR racing operation
is sponsorship monies from primary sponsors and a host of associate sponsors.
The types and amounts of these sponsors are identified in the following chart:
--------------------- ---------------------------- ------------------------
SERIES TYPE OF SPONSOR COST
--------------------- ---------------------------- ------------------------
Winston Cup Primary Sponsor $5 - $12 million
--------------------- ---------------------------- ------------------------
Major Associate 500,000 - 2.5 million
--------------------- ---------------------------- ------------------------
Busch Series Primary Sponsor 1.5 million - 3 million
--------------------- ---------------------------- ------------------------
Major Associate 250,000 - 1 million
--------------------- ---------------------------- ------------------------
Craftsman Truck Primary Sponsor 1 million - 1.8 million
--------------------- ---------------------------- ------------------------
Major Associate 100,000 - 500,000
--------------------- ---------------------------- ------------------------
We believe a top-tier NASCAR team that is competitive and has the opportunity to
run competitively and finish in the top 15 each week takes a minimum investment
of $6 million annually. Traditionally, the most successful teams have had annual
budgets that exceeded $12 million. The average annual cost for a company to be a
primary sponsor of a top Winston Cup Car is $5 - $12 million.(16) In addition to
the primary and major associate sponsors identified above, there are several
other levels of sponsorship on the car.
Obtaining high quality and well-capitalized sponsorships for each team fielded
by our racing operations is the top priority for management. Management believes
that the unique, built-in
- ------------
(16) Bear Sterns at page 34.
26
32
stockholder network provided by us should be very attractive to potential
primary and associate sponsors.
RACE PURSE WINNINGS: As the sport has grown, NASCAR has become a nationally
recognized sporting event that is seen by millions of fans. As a result, winning
purses have also grown substantially. In 2000, the top teams that competed in at
least 33% of the races, earned in excess of $3 million from race winnings alone,
while the less successful teams, that are not as competitive, earned as little
as $600,000. Some of the drivers listed at the bottom of the chart below raced
primarily in the Busch Series and only participated in a limited number of
Winston Cup races. Teams that elect to participate in only a few Winston Cup
races earn as little as $50,000. The chart below shows the Winston Cup Drivers
in order of points, their statistics and respective purses for the 2000 season.
Pos. Driver Points Starts Wins Top 5
Top 10 Winnings
1 Bobby Labonte 5130 34 4 19
24 $4,041,750
2 Dale Earnhardt 4865 34 2 13
24 $3,701,390
3 Jeff Burton 4836 34 4 15
22 $5,121,350
4 Dale Jarrett 4684 34 2 15
24 $5,225,500
5 Ricky Rudd 4575 34 0 12
19 $2,385,400
6 Tony Stewart 4570 34 6 12
23 $3,200,190
7 Rusty Wallace 4544 34 4 12
20 $3,037,720
8 Mark Martin 4410 34 1 13
20 $2,763,540
9 Jeff Gordon 4361 34 3 11
22 $2,703,590
10 Ward Burton 4152 34 1 4
17 $2,385,330
11 Steve Park 3934 34 1 6
13 $2,052,830
12 Mike Skinner 3898 34 0 1
11 $1,985,590
13 Johnny Benson 3716 33 0 3
7 $1,627,870
14 Matt Kenseth * 3711 34 1 4
11 $2,150,760
15 Joe Nemechek 3534 34 0 3
9 $1,907,280
16 Dale Earnhardt, Jr * 3516 34 2 3
5 $2,610,400
17 Terry Labonte 3433 32 0 3
6 $2,043,090
18 Ken Schrader 3398 34 0 0
2 $1,530,840
19 Sterling Marlin 3363 34 0 1
7 $1,819,640
20 Jerry Nadeau 3273 34 1 3
5 $2,038,670
21 Bill Elliot 3267 32 0 3
7 $2,447,790
22 Jimmy Spencer 3188 34 0 2
5 $1,858,760
23 John Andretti 3169 34 0 0
2 $1,964,400
24 Jeremy Mayfield 3156 32 2 6
12 $2,090,500
25 Robert Pressley 3055 34 0 1
1 $1,427,820
26 Kenny Wallace 2874 34 0 1
1 $1,723,970
27 Michael Waltrip 2797 34 0 1
1 $1,689,420
28 Kevin Lepage 2795 32 0 1
3 $1,679,190
29 Elliot Sadler 2762 33 0 0
1 $1,578,360
30 Bobby Hamilton 2715 34 0 0
2 $1,619,770
31 Dave Blaney* 2656 33 0 0
2 $1,272,690
32 Chad Little 2634 27 0 0
1 $1,418,880
27
33
33 Rick Mast 2366 29 0 0
2 $1,156,430
34 Wally Dallenbach 2344 30 0 0
1 $1,169,070
35 Brett Bodine 2145 29 0 0
0 $1,020,660
36 Darrell Waltrip 1981 29 0 0
0 $1,246,280
37 Scott Pruett* 1879 28 0 0
1 $1,135,850
38 Stacy Compton* 1857 27 0 0
0 $1,069,650
39 Mike Bliss* 1748 25 0 0
1 $ 953,948
40 Ted Musgrave 1614 18 0 0
0 $ 827,216
41 Kyle Petty 1441 19 0 0
1 $ 894,911
42 Kenny Irwin 1440 17 0 1
1 $ 949,436
43 Robby Gordon 1309 17 0 1
2 $ 620,781
44 Ricky Craven 1175 16 0 0
0 $ 636,562
45 Geoff Bodine 1039 14 0 0
0 $ 704,981
46 Dave Marcis 723 11 0 0
0 $ 405,572
47 Kurt Busch 613 7 0 0
0 $ 311,915
48 Todd Bodine 456 5 0 0
1 $ 234,065
49 Hut Stricklin 436 7 0 0
0 $ 255,200
50 Dick Trickle 423 6 0 0
0 $ 233,865
51 Steve Grissom 419 5 0 0
0 $ 231,850
52 Casey Atwood 328 3 0 0
1 $ 97,030
53 Andy Houston 314 5 0 0
0 $ 141,850
54 Rich Bickle 231 3 0 0
0 $ 135,960
55 Derrike Cope 198 3 0 0
0 $ 179,151
56 PJ Jones 158 2 0 0
0 $ 70,900
57 David Green 143 2 0 0
0 $ 105,350
58 Bobby Hamilton, Jr. 134 2 0 0
0 $ 82,390
59 Ron Hornaday 118 1 0 0
0 $ 47,020
60 Carl Long 107 2 0 0
0 $ 79,471
61 Gary Bradberry 104 2 0 0
0 $ 63,700
62 Joe Bessey 82 1 0 0
0 $ 48,975
63 Tom Hubert 64 1 0 0
0 $ 33,175
64 Brian Simo 55 1 0 0
0 $ 37,110
65 Buckshot Jones 52 1 0 0
0 $ 35,275
66 Adam Petty 43 1 0 0
0 $ 38,675
67 Bobby Hillin 43 1 0 0
0 $ 27,525
68 Ryan Newman 40 1 0 0
0 $ 37,825
69 Boris Said 37 1 0 0
0 $ 36,940
70 Ron Fellows 34 1 0 0
0 $ 24,725
71 Kerry Earnhardt 34 1 0 0
0 $ 21,830
72 Scott Wimmer 0 1 0 0
0 $ 37,780
*Rookie
The 2000 Drivers Standings were excerpted from the NASCAR.com website on July
30, 2001.
28
34
NO PRIZE MONEY IS GUARANTEED UNLESS A TEAM ACTUALLY QUALIFIES FOR THE RACE.
Television revenues are an indirect revenue component. In November of 1999, NBC,
Fox and Turner Sports reportedly agreed to pay $2.4 billion over six years,
beginning in 2001, for broadcasting rights to NASCAR's Winston Cup racing
series. Under the terms of the agreement, the drivers and teams will participate
in a portion of the earnings through increases in race purses. The chart below
shows the 2001 Season year-to-date drivers by points, their respective
statistics and purse winnings as of July 30, 2001 for the drivers that have
competed in at least one race this season.
Pos. Driver Points Starts Wins Top 5
Top 10 Winnings
1 Jeff Gordon 2847 20 3 12
13 $4,422,010
2 Ricky Rudd 2802 20 1 8
14 $2,415,320
3 Dale Jarrett 2740 20 4 9
11 $3,018,940
4 Tony Stewart 2586 20 2 8
11 $2,089,990
5 Sterling Marlin 2529 20 0 5
10 $1,684,160
6 Rusty Wallace 2492 20 1 4
9 $2,653,570
7 Dale Earnhardt, Jr. 2453 20 1 5
9 $2,803,400
8 Bobby Labonte 2438 20 1 5
10 $2,302,260
9 Kevin Harvick* 2422 19 3 3
8 $2,047,800
10 Johnny Benson 2353 20 0 3
8 $1,498,000
11 Mark Martin 2325 20 0 3
9 $2,063,980
12 Matt Kenseth 2317 20 0 0
4 $1,262,770
13 Steve Park 2280 20 1 5
8 $1,967,020
14 Jimmy Spencer 2260 20 0 3
7 $1,435,590
15 Jeff Burton 2158 20 1 2
7 $2,062,670
16 Bill Elliott 2131 20 0 2
5 $1,841,200
17 Elliott Sadler 2068 20 1 1
2 $1,487,030
18 Bobby Hamilton 2056 20 1 2
5 $1,381,050
19 Ward Burton 2024 20 0 2
4 $1,770,530
20 Ken Schrader 1984 20 0 0
4 $1,324,070
21 Jerry Nadeau 1934 20 0 1
4 $1,255,830
22 Robert Pressley 1874 19 0 1
3 $1,253,190
23 Jeremy Mayfield 1836 20 0 4
6 $1,943,450
24 Michael Waltrip 1834 20 1 2
2 $2,387,630
25 Kurt Busch* 1825 20 0 2
4 $1,298,580
26 Dave Blaney 1820 20 0 0
3 $1,017,960
27 Terry Labonte 1763 20 0 1
2 $1,699,600
28 Ricky Craven 1741 20 0 2
3 $ 996,241
29 Brett Bodine 1700 20 0 0
1 $1,005,180
30 John Andretti 1614 19 0 1
2 $1,596,210
31 Mike Skinner 1601 18 0 0
1 $1,546,660
32 Casey Atwood* 1560 19 0 0
0 $ 906,811
33 Todd Bodine 1529 19 0 1
1 $ 971,323
34 Stacy Compton 1518 19 0 0
1 $1,006,310
35 Jason Leffler* 1438 17 0 0
0 $1,019,500
36 Ron Hornaday* 1408 19 0 0
1 $ 900,706
37 Joe Nemechek 1397 15 0 0
1 $1,212,500
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38 Mike Wallace 1364 15 0 0
4 $1,075,260
39 Buckshot Jones 1140 17 0 0
0 $ 959,296
40 Hut Stricklin 1071 13 0 0
1 $ 597,991
41 Kevin Lepage 1070 14 0 0
0 $ 665,584
42 Kyle Petty 913 13 0 0
0 $ 584,896
43 Andy Houston* 824 12 0 0
0 $ 610,392
44 Robby Gordon 777 9 0 1
1 $ 596,293
45 Kenny Wallace 755 12 0 0
0 $ 597,651
46 Rick Mast 669 9 0 0
0 $ 381,611
47 Bobby Hamilton, Jr. 174 3 0 0
0 $ 241,142
48 Jeff Green 155 3 0 0
0 $ 133,190
49 Jeff Purvis 132 3 0 0
0 $ 199,879
49 Dale Earnhardt 132 1 0 0
0 $ 296,833
51 Boris Said 130 1 0 0
0 $ 64,695
52 Scott Pruett 127 1 0 0
0 $ 77,020
53 Dave Marcis 104 2 0 0
0 $ 123,021
54 Ryan Newman 103 3 0 1
1 $ 201,216
55 Dorsey Schroeder 88 1 0 0
0 $ 52,805
56 Wally Dallenbach 85 1 0 0
0 $ 64,410
57 Ted Musgrave 76 1 0 0
0 $ 73,287
58 Shawna Robinson 61 1 0 0
0 $ 35,190
59 Ron Fellows 54 1 0 0
0 $ 40,195
60 Brian Simo 37 1 0 0
0 $ 40,090
*Rookie
The 2001 Drivers Standings were excerpted from the NASCAR.com website on July
30, 2001.
Out of the 24 teams that qualified for the full schedule in 2000, the lowest
purse winnings were $1.4 million.
SPECIAL RACE BONUS OPPORTUNITIES: Special race bonus opportunities are becoming
larger and more prevalent as various companies recognize the media exposure that
is available in the NASCAR venues. For example, R.J. Reynolds' Sports Marketing
Enterprises sponsors the "No Bull 5" driver bonus program, which offers one of
five qualified drivers the opportunity to win a $1 million bonus should they win
at a race that is tied into the "No Bull 5" program.
Racing Qualifications
NASCAR mandates, manages and monitors the qualifications at every NASCAR
sanctioned event. In addition to filing ownership forms with NASCAR, to
participate in a NASCAR sanctioned event, each car must be driven by a driver
who has NASCAR experience and all cars must undergo a NASCAR technical
inspection. Prior to qualifying at each race, all of the participating cars must
undergo a pre-race technical inspection by the NASCAR officials. A number of
race cars also will be selected to undergo a further technical inspection at the
conclusion of the race to ensure the selected cars participated within all of
the NASCAR technical guidelines during the race. NASCAR specifications exist for
the entire race car
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(including aerodynamic elements such as length of spoilers and air dams, engine
characteristics, fuel, chassis setup, shocks, tires, etc.) and typically vary by
manufacturer (such as Ford, General Motors, Dodge and Pontiac). These
specifications can change between races as NASCAR technical officials attempt to
maintain equality of competition between race teams and manufacturers. Teams,
drivers and owners that are caught violating NASCAR guidelines typically receive
penalties ranging from economic fines to loss of points gained unfairly in the
Winston Cup Champion points race, to suspensions from future NASCAR sanctioned
events.
After passing the NASCAR technical inspection, a car has one attempt to achieve
one of the top 36 qualifying speeds of all the cars in order to qualify. The
fastest qualifying speed is awarded the pole position for the respective race.
The pole position starts on the inside of the front row and leads the rest of
the qualifying field to the green flag indicating the beginning of each race.
Drivers and team owners covet the pole position due to the notoriety received by
the respective pole winner sponsors. Pole winners also receive a monetary award
called the "Bud Pole Award" which is sponsored by Anheuser-Busch. Additionally,
winning a pole award at any NASCAR Winston Cup event throughout the season
automatically qualifies the driver to participate in a non-points race at the
beginning of the following season in Daytona that pays the participants prize
money based on finishing position. A non-points race does not offer owners' or
drivers' points to the participants, but offers cash prizes for participants.
The significance of owners' and drivers' points is discussed below.
After the pole position, the next 35 race cars earn their starting spots
according to the fastest qualifying speeds. In addition to the 36 fastest
qualifiers for each race, NASCAR reserves seven provisional positions bringing
the total to 43 cars that participate in each event. Positions 37 through 43 of
each race are provisional starters. The 43rd spot in a Winston Cup race is
awarded to a past champion of the Winston Cup Series (if entered in the race and
not otherwise qualified). The 43rd spot in a Busch Series race is awarded to a
past champion of the Busch Series (if entered in the race and not otherwise
qualified). If there is no past champion, or if no past champion needs a
provisional, the next team in owners' points is given the provisional. Owners'
points are accumulated by teams throughout the year based on finishing position
and are important for earning provisionals. Drivers' points do not have any
impact on provisionals but are important for earning end of the year honors and
prizes for the drivers. During the first four races of each season, provisionals
are awarded based on the final owners' points standings of the previous year. At
the fifth race, the current year's owners' points become the reference point.
Each existing team starts the season with four provisionals and earns one more
after their 8th, 16th, and 24th, attempted race. However, any team that takes a
provisional and is in the top 25 in the owners' points is not charged with a
provisional. If a Winston Cup driver is 35th or higher in the Winston Cup
standings he cannot take a provisional in the Busch Series, unless he is a past
champion in that series.
FanZ Racing Strategy
Our racing strategy is to capitalize upon the evolution of NASCAR through a
multi-team business organization. We believe that a more participative
management structure, in which the teams of a multi-car operation are
compensated and given incentives based on not only their individual performance,
but also the overall team performance, could provide us a higher
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probability for success. We believe that multi-car race teams experience several
benefits compared to the single car teams. These benefits include:
- a single fabrication shop that will support all teams;
- a single paint facility that can support all the teams;
- a reduced safety stock in terms of parts, tools per team;
- increased labor efficiency;
- less capital equipment per team;
- limited temporary labor during start-up;
- more research and development coverage;
- less facility costs per team; and
- economies of scale to justify an in-house engine program.
We believe these benefits will add up to a significant savings for a multi-car
race team. For example, two Winston Cup Teams that were spending $7.5 million to
operate could save up to 5% of their operating expenses by consolidating the
teams in one operation. We believe that capital expenditures could be reduced by
20-30% depending upon whether an in-house engine program were in place.
Furthermore, it is our intent to maximize the success of our racing operations
by reinvesting the majority of the profits of the racing operation back into the
racing business. This reinvestment strategy will allow us to maximize our
sponsors' return on investments and our success by investing in state-of-the-art
equipment and capital expenditures as well as through the recruitment and
maintenance of the top personnel in all aspects of the racing operations.
To accomplish this goal, we will seek to hire experienced people in the
motorsports business, specifically from the existing NASCAR participants, to
serve as management of our racing operations. These individuals will be
responsible for the day-to-day management of the racing operations in order to
provide our racing operations with the best opportunity to attract the top
talent among drivers, crew chiefs and the other racing professionals. Although
qualified individuals with NASCAR experience are sought after by many owners, we
believe that our unique business opportunity will attract top quality
individuals with NASCAR experience. We believe this strategy will provide our
racing operations with the greatest opportunity for success and create the
potential for becoming one of the premier motor sports operations in NASCAR.
ANTICIPATED START-UP TIMELINE: Upon completion of this offering we will need to
undertake a variety of initiatives in order to successfully launch our racing
operations. It is anticipated that a minimum of ninety (90) days will be
required to assemble our racing operations. This process involves three primary
phases:
- the hiring of experienced crew chief(s) and racing management
personnel,
- the hiring of the crew and the remainder of the race team, and
- the complete assembly and preparation of car(s) for racing.
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Upon completion of this offering, our management, and other racing professionals
to be hired by us on a consulting or full-time basis, will begin to assemble the
proper personnel to staff the racing operations.
Initial Phase of Racing Start-up Operations: During the initial thirty (30)
days, we will need to recruit a top-tier Winston Cup crew chief. By "top-tier,"
we mean a crew chief that has at least five years of experience as a Winston Cup
crew chief, has worked with one of the top twenty (20) teams currently competing
in the Winston Cup series and is capable of managing all aspects of the pit crew
including car set-up and design decisions. Through our numerous contacts in the
Winston Cup racing community, we initially identified several potential
candidates for the crew chief position, although we have not had any significant
discussions with any of these candidates. In addition to the crew chief, we will
seek to hire several engineers who will assist in the building, testing and
completion of race cars and begin assembling a skeleton crew of personnel which
we have preliminarily identified through our experience and contacts in the
industry.
In conjunction with the recruiting, management will also focus their efforts on
acquiring key assets for the racing operations. The key assets include the
selection of a car manufacturer, the ordering and procurement of a minimum of
six race cars for each Winston Cup racing team, the purchase of basic tools and
equipment including the outfitting of the shock room, the fabrication shop and
the paint booths. We will focus our attention on the selection of the available
race engine options during this initial period. Our emphasis will be to seek to
procure a relationship with one of the top engine building programs for Winston
Cup racing in the hopes of negotiating an acceptable engine leasing program for
the first year of operations. We will also begin negotiations to either lease or
purchase a race car transporter and will investigate the economic merits of both
new and used transporters. Securing a transporter is critical to ensuring that
each respective race team will have adequate transportation vehicles to
transport the race cars and equipment to the testing sessions and race event
locations.
It is anticipated that most of the above items will be procured initially
utilizing an existing race facility in Concord, NC. Jackson Roscoe Motorsports,
LLC has entered into a non-binding letter of intent for an existing race
facility to house our initial, start-up racing operations on a temporary basis.
We are investigating the options for leasing additional interim and long-term
space to house all of our racing equipment and race cars.
SECOND PHASE OF RACING START-UP OPERATIONS: During the next thirty (30) to sixty
(60) days, the management of FanZ Racing, Inc. will focus their efforts on
recruiting and hiring key remaining staff members who will make up the nucleus
of the initial racing operations. Specifically, we will interview and hire, at a
minimum, five fabrication shop employees, two engineers and three mechanics who
will comprise the nucleus of full-time racing shop personnel. In addition to the
personnel, the management of FanZ Racing, Inc. will monitor the progress of the
race car procurement process, finalize the details of an engine leasing or
purchase program, the construction and procurement of the various equipment that
is needed for the pit crew, and continue to search for and review various
facility options noted above.
FINAL PHASE OF RACING START-UP OPERATIONS: The final thirty (30) to sixty (60)
days of the start-up process will see the management of FanZ Racing, Inc. and
shop employees focus on fine tuning the various race cars, including all aspects
of the cars (from chassis design, body fabrication,
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shock building and testing, etc.) A significant amount of time during this
period will be used to focus on training and developing the crews and shop
employees, assigning duties and responsibilities of the race teams and
qualifying day setup. The race car transporter(s) should arrive during this
period and will be equipped and stocked to ready the transport for race and
testing periods. At the conclusion of the first ninety (90) days to one hundred
fifty (150) following this offering, critical decisions will be made by our
racing and executive management teams as to the preparation of a testing
schedule and the number, timing and location of races in which to participate
during the first year of operations. While we anticipate that the organizational
process for our racing operations will be completed during this ninety-day
period, there can be no assurance that we will be fully operational at the end
of such period due to unforeseen delays or complications.
COMPETITIVE POSITION OF FANZ RACING: Our strategy of establishing a top-tier
professional racing team relates to the competitive position that we hope to
achieve by acquiring the type and quality of assets and racing personnel
necessary to finish annually in the top 20 in points and purse winnings. A
consistent top 20 competitive position typically requires a multi-team racing
organization with state-of-the-art equipment that is staffed with more
experienced and proven racing personnel than those teams not consistently
running in the top 20. With the proceeds from this offering, coupled with the
sponsorship revenues we hope to attract and maintain, our plan is to assemble
multiple teams, engine programs, fabrication shops, research and development
programs and state-of-the-art equipment and facilities necessary to establish
and maintain this competitive position. By successfully implementing our
strategy, we believe this should allow us to attract and maintain qualified and
experienced managers, drivers, crew chiefs and other racing personnel necessary
to establish and maintain a top-tier competitive position.
Our initial competitive position will depend upon whether we acquire teams or
start our racing teams from scratch. While the type and quality of assets are
important, our success will be directly attributed to the racing personnel that
we assemble and our ability to mold our personnel into successful teams. Having
a successful team depends on how well management and the crew chief work
together, the relationship between the driver and the crew chief, the success of
the pit crew, the effectiveness of the motor program and the success of the shop
personnel. As a result, our competitiveness will be determined by our ability to
evaluate and hire the personnel for the race team, including drivers, crew
chiefs, engineers, and shop employees, as well as the vendors we choose to
supply components and parts for the race teams.
Traditional NASCAR Merchandising
Historically, NASCAR drivers and team owners have turned to outside companies,
such as Action Performance Companies, Inc. (NASDAQ: ACTN), to manage and operate
the merchandising opportunities tied to the success and popularity of both the
sport and the individuals. Typically, a driver or team owner would sell
exclusive license deals with professional marketing and licensing companies
and/or receive a privately negotiated royalty for the use of their team name,
likeness or similar trait that is prominently displayed on a very wide variety
of merchandise (including shirts, hats, coats, children's clothing, toys,
die-cast scaled replicas of motorsports vehicles, computer programs, cups,
umbrellas, vehicle stickers, keychains and other traditional souvenirs, etc.).
Drivers, as a group, are typically much more concerned about their racing
careers and focus their attention on improving their racing careers and
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generally lack the time, desire or merchandising expertise to handle the
in-house merchandising opportunities that are ever present with the national
NASCAR fan base. Likewise, team owners have historically been either former race
car drivers and crew chiefs or independently wealthy entrepreneurs and business
executives that are either (i) focused exclusively on the success of their
respective racing operations and lack the desire, time and/or merchandising
expertise to effectively manage the myriad of merchandising opportunities or
(ii) are substantially committed to managing and operating their respective
non-racing related business(s) which does not allow them the time or management
attention to manage the merchandising side of the racing business. The
merchandising opportunities are almost endless in terms of products and services
and apply to everything from adult and children's clothing to corporate related
gifts depicting various auto racing teams and drivers. We believe the
merchandise is primarily manufactured by offshore sources due to lower labor and
material costs. Distribution of the products typically comes from a variety of
channels including specialty retailers, mass merchants, trackside merchandise
sale trailers, via electronic commerce through a variety of racing related web
sites, promotional programs for corporate sponsors, grocery chains, etc. As a
result, merchandising is a full time business that requires the necessary time
and management resources to effectively capitalize upon the demand from NASCAR
race fans, corporate sponsors, etc.
FANZ MERCHANDISING STRATEGY: This part of our business strategy is unique and
vastly different from how most NASCAR team owners have traditionally managed and
capitalized upon the merchandising opportunities that exist. We believe that a
tremendous opportunity exists to professionally manage, market and distribute
substantially all of the related merchandise for our racing operations. Our plan
is to require the use of our merchandising operations by all of our race teams
unless a driver or crew chief is already party to a merchandising contract. The
Company will enter into commercially competitive contracts with its drivers and
crew chiefs that will allow them to share in the merchandising revenues. We
expect to leverage and capitalize upon our infrastructure and professional
expertise to more efficiently manage merchandising operations for other
competing companies/teams, as an additional means to enhance revenues. We will
seek merchandising arrangements with outside drivers, crew chiefs and their
sponsors that will utilize our merchandising operation as their merchandising
arm. We will actively seek to manage and control a significant part of our
merchandising opportunities directly, which should provide greater control over
the quality and success of our merchandising operations. However, we may also,
on a limited basis, enter into arrangements with third parties where it is
economically beneficial to do so. In order to effectively distribute and market
all of the various merchandise offerings, the management of our merchandising
operations intends to utilize the following distribution and sales channels.
WEB SITE MERCHANDISING: We intend to utilize the web page of our racing
operations in a "pull strategy" to offer a broad selection of merchandise to
fans and other visitors to our web page. By "pull strategy" we mean that once
visitors have entered our web site, we will seek to pull them over to our
merchandising site. Our merchandising arm will oversee the development of the
electronic commerce layout and mechanics to browse, select and purchase products
off our home page.
Web Cast Merchandising: We intend to utilize a "push strategy" in our efforts to
attract and promote our merchandise utilizing a weekly series of electronic web
casts from our shop floor. By "push strategy" we mean that once visitors have
entered our web site, we will push
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merchandise in the form of banner ads, commercials and other promotions. It is
our intention that during the racing season, our merchandising operations will
establish a specific time each week during the racing season in which it will
offer to all stockholders free of charge and other fans for a small fee a web
cast that will involve at least one team. The stockholders and fans will be able
to dial into the racing operations web page and actually watch and listen to the
driver, crew and team members prepare the car and it's components for the race,
including a preliminary race strategy. As part of this telecast via the
internet, our merchandising operations will offer banner ads for its sponsors as
well as promote a wide variety of team merchandise for all of our racing teams
and sponsors through specially discounted prices.
MAGAZINE MERCHANDISING: We intend to utilize a proprietary direct mail catalog
to our stockholders. The proprietary catalog will offer the complete line of
merchandise offerings for all of our teams and sponsors, including various
promotional and special offers for our stockholders. We also anticipate
utilizing various auto racing and NASCAR-licensed magazine publications to
further promote our merchandise offerings as well as our racing web page and web
casts.
DISTRIBUTION MERCHANDISING: We intend to market selected promotional items and
merchandise through the more traditional distribution channel of specialty
retailers, mass merchants and major toy and hobby stores throughout the world
directly or through a wholesale distributor network.
NASCAR-LICENSED TELEVISION MERCHANDISING: We intend to aggressively pursue the
various network and cable auto racing and NASCAR-licensed television broadcasts
throughout the racing season, as well as in the off-season, featuring our teams'
and their respective sponsors' merchandise and collectibles and will work
closely with our racing operations to utilize the various drivers and crew
chiefs to gain exposure from negotiated appearances and interviews on these
telecasts.
MOBILE TRACKSIDE SOUVENIR TRAILERS: We intend to lease and/or operate a fleet of
tractor trailers that will travel to NASCAR sanctioned events and prominently
display and promote each respective team's merchandise including the driver,
crew chief and sponsor's products, promotional merchandise and souvenirs. We
also intend to utilize the mobile fleet of tractor trailers to make special
merchandise promotional appearances at the various sponsor locations.
FANZ MERCHANDISING, INC.'S GIFT SHOP: Once we have established a permanent
facility, it is our intention to have a fully stocked gift shop which will be
open to the public on a regular basis, offering the complete line of merchandise
and products for our racing operations, all of the respective teams and their
related sponsors. We will actively promote and advertise the opportunity for
stockholders, fans, sponsors, sponsor employees and customers and general racing
enthusiasts to visit our facility to see the home of our teams, drivers and team
members and to purchase related merchandise.
FanZ Merchandising Organization
In order to pursue our merchandising operations we will need to hire experienced
management as well as a merchandising, marketing and operations staff. Our
merchandising operations will initially be dependent on our race teams becoming
operational and obtaining sponsors for each of the teams. Upon the successful
completion of this offering, we will need to engage a
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merchandising staff to develop and market products supporting our race teams and
related sponsors. The development of our merchandising operations will include
product development and sourcing, marketing the products and race teams through
various distribution channels including trackside promotional merchandise
trailers and promoting the sponsors through promotional events such as "Show
Cars" which are replicas of the actual race teams' cars that are used to draw
fans to a sponsor's place of business. Initially we expect to engage in each of
these activities on a very limited basis in connection with the promotion of our
own teams and estimate the expense associated with the above activities to
approximate $600,000. These expenses include roughly $300,000 in first year
employment expenses and roughly a $300,000 investment in the merchandising
business. In the first year of operations, employment includes a President and
assistant and a number of marketing managers ranging from zero in the first
month to two at the end of the first twelve months. The $300,000 used to invest
in the merchandising business may involve purchasing product or developing
relationships with suppliers to develop our product and/or hiring consultants.
We expect to fully develop our merchandising operations during the 2002 racing
season.
FanZ Merchandising Competitive Position
The competitive advantage in our merchandising strategy relates to the
fully-integrated approach to directly owning and controlling racing and related
merchandising opportunities rather than relying upon third-party providers. This
approach will allow us to more effectively coordinate the merchandising goals
and opportunities of our race teams, drivers, crew chiefs, and their sponsors
due to our direct involvement in all of these operations. While our strategy is
to offer traditional racing-related merchandise and distribution channels, our
direct approach provides the flexibility to pursue new, unique and innovative
designs, products, marketing and distribution strategies that might not
otherwise be available in third-party relationships. Finally, our network of
shareholders could provide a competitive advantage as a captive audience to
purchase the merchandise of the teams that they directly own. As with our racing
operations, our competitive position in merchandising will depend in large part
on our ability to successfully attract and maintain the best people to manage
our merchandising operations.
NASCAR Sponsorship
We believe sponsorship is the heart and soul of the success of NASCAR racing and
is an integral part of our business plan. One of the primary drawing cards for a
potential sponsor's interest in NASCAR is the very broad appeal to an extremely
wide audience of NASCAR fans.
Management believes that NASCAR provides sponsors access to the most diverse and
passionate fans in the sporting universe. NASCAR is being embraced by large
national and multi-national corporations that until recently had ignored the
sport as too regional, too downscale and too "country" to risk national funding
expenditures. Today NASCAR's teams are sponsored by companies such as Kodak,
Circuit City, Gatorade, Kellogg's, McDonald's, MCI WorldCom and True Value to
name a few. Ten years ago, the sport's top sponsors were mostly tobacco and beer
companies and their subsidiaries. Individual teams are also attracting new
benefactors outside racing's traditional categories including Lowe's, Phillips,
M&Ms, BellSouth, Hot Wheels(TM) and K-Mart. For sponsors, we believe NASCAR may
be the best buy in sports, primarily because "speed sells." Studies have shown
that NASCAR fans are 70% more likely to have positive
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feelings about sponsors' products and services and are twice as likely to buy
them as the average individual.(17) This fact, combined with the fact set forth
earlier that 72% of NASCAR consciously purchase products based on the
manufacturer's involvement in NASCAR, leads to the conclusion that NASCAR fans
spend freely to support companies and brands that back their favorite drivers
and teams. Sales of Hot Wheels cars jumped 30% after the brand became Kyle
Petty's primary sponsor.(18) A primary sponsor for the Wintson Cup Series will
pay, on average, between $5 million and $12 million to splash its logo across
the car's hood and television panel (the back of the trunk) and across the chest
on the driver's uniform.(19) Associate sponsors in the Winston Cup Series pay
between $500,000 and $2.5 million for various portions of a race car's visual
area including the B-post (between the two side windows), behind the rear wheels
and the rear quarter panels.(20) We have identified a list of over three hundred
(300) potential preliminary sponsor candidates, which we have begun to pursue
and intend to continue pursuing upon completion of this offering.
FanZ Sponsorship Strategy
Like our merchandising strategy, our sponsorship business strategy is different
from how most NASCAR team owners have traditionally pursued sponsorship
opportunities. We intend to develop a marketing services area that will support
and coordinate marketing programs with our sponsors. Depending upon the sponsor,
this group may have as many as three people per race team dedicated to
maximizing sponsor exposure and return on their sponsorship investment. The
employees in this group will interface directly with the sponsor to develop
advertising and promotional programs. This group will also be available to
develop promotions that will increase the sponsor's exposure to racing fans. Our
plan is to hire personnel who have extensive marketing experience. It is
management's belief that our network of stockholders will allow us the
opportunity to offer potential sponsors a built in fan base that will support
and consume the various sponsors products and/or services and that this gives us
a competitive advantage over other teams.
FanZ Competitive Position in Attracting Sponsorship
Our competitive advantage in relation to sponsorship relates to three primary
factors:
- the network of shareholders and what we believe will represent an
immediately loyal following for the sponsors that help fund the racing
operations of our teams
- the potential efficiencies and flexibility provided by direct control
of racing and merchandising operations that allow us to assist
sponsors with their merchandising opportunities, and
- hiring a proactive and experienced management team to work closely
with sponsors to develop programs necessary to activate the
sponsorship and maximize
- ---------------
(17) "Real Results, This is NASCAR," 2001.
(18) Roy S. Johnson; "Speed Sells," FORTUNE MAGAZINE, 56, April 12, 1999.
(19) Bear Sterns at page 34.
(20) Id.
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the sponsors' return on investment, rather than relying solely upon
third-party brokers that we do not control.
Given similar race results, the additional benefits of access to the shareholder
base should provide a competitive advantage for our sponsors versus competing
race teams that do not offer such a network of stockholders.
Web Site Operations
We intend to oversee the development of a centralized web site for both our
racing and merchandising operations. The web site will be utilized as a
strategic tool to promote our teams and sponsors as well as links to personal
web pages for all of our drivers, crew chiefs and team managers. In addition,
the web site will be utilized as a critical part of our electronic commerce
focus to advertise, sell and promote all of our merchandise, promotional items
and souvenirs. We anticipate that the web page will contain a chat room that
will offer the ability to communicate with one of the drivers, crew chiefs,
crewmembers, team owners or other racing personnel on a daily basis for a
designated hour of each day. It is our intention that a number of our personnel
will participate in the chat room, and a monthly schedule will be available on
the web page to allow stockholders, fans and general racing enthusiasts to
participate in the chat room of their choice. We anticipate that a series of
electronic web casts will be made from our shop floor each week during the
racing season and broadcast via the Internet. We will establish a specific time
each week during the racing season in which we will offer to all interested fans
and racing enthusiasts a web cast that will involve at least one of our teams,
as its driver and crew chief go through the pre-race preparation for the
respective week's race. It is our intention that the fan(s) will have the
ability to dial into our web page and actually watch and listen to the driver,
crew and team members prepare the car and its components for the race, including
a preliminary race strategy. A complete listing of racing information, news,
race facts and human interest stories will be available at all times on the web
page to afford stockholders and fans the most access to all of our drivers, crew
chiefs, team owners and the racing personnel and their families.
Upon effectiveness of this registration statement, the website will allow users
to:
- access information to purchase our common stock (provided that (i)
they reside in a state in which our common stock is registered and,
(ii) for residents of Arizona, Arkansas, Florida, North Carolina and
Texas, they purchase the shares through a registered broker/dealer);
- read and download the prospectus;
- print the subscription agreement; and
- purchase, initially, a limited amount of FanZ merchandise.
The remainder of the website functionality will be developed during the sales
process and after the closing of this offering.
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NASCAR Support
Although we have no contractual agreements with NASCAR, we believe that NASCAR
will support us in our racing and merchandising plans. This is based on the fact
that NASCAR is privately held and prospers from the success of the promotion of
its racing operations. We believe NASCAR is extremely aggressive and committed
to cross-marketing and promotional events to keep the NASCAR name prominently in
the face of the American public. At the forefront of NASCAR's support is the
recent television contract that substantially increases the number of races that
will be televised. Management believes that the television monies received under
this contract will benefit the entire NASCAR community in the form of larger
race purses and additional compensation to the track owners. Currently, NASCAR
has five NASCAR-licensed television shows and five licensed radio shows that
offer insights into the sport. In addition, seven licensed publications exist
including consumer and automotive aftermarket magazines and an extensive
publishing program with Harper Collins Publishers for books on the sport and its
participants. NASCAR maintains a year-round ongoing public relations blitz to
keep the NASCAR name in the public eye with coverage in major newspapers and
magazines including The New York Times, Los Angeles Times, Sports Illustrated,
USA Today, Forbes, Fortune, Business Week, Time and TV Guide. NASCAR is also
aggressively pursuing "e-advertising" and marketing programs with NASCAR Online
(web site www.nascar.com) leading the pack in cyberspace with 4.6 million unique
users per month. NASCAR Online is referred to as a "sticky" site, which means
users tend to stay on for longer periods of time. It is our understanding that
users of this site stay on-line an average of almost 9.1 minutes and amass
nearly 43 million page views per month, which puts the on-line site in the top
five of all sports sites on the Internet. We intend to compete with other racing
operations in this market with our websites: www.fanzenterprises.com,
www.fanzenterprises.net, www.fanzmerchandising.com, and,
www.fanzmerchandising.net.
FanZ Diversity
We are dedicated to the concept of diversity. Through our unique ownership
opportunity and operating strategy, we will actively and directly target
potential new NASCAR fans. This includes appeal to younger ("Generation-X,"
"Generation Y" and "Echo-Boom") generations, a proactive strategy for minority
ownership and direct participation in our corporate management, staff, racing
and merchandising operations, as well as targeted sponsorship opportunities. Our
strategy is harmonious with that of NASCAR's, in increasing the diversity in its
fan base. We will attempt to use companies owned by minorities and/or women as
much as possible to provide goods and services to us.
FanZ Management
Although our executive officers have extensive experience in developing,
managing, financing and operating various business interests in a wide variety
of industries and possess in excess of thirty two (32) years experience in the
management, marketing, finance and operations of various private and public
companies, they do not have NASCAR experience; therefore, we are recruiting
experienced managers to manage and oversee the operations of FanZ Racing, Inc.
and FanZ Merchandising, Inc. Our strategy is to enter into consulting
arrangements with individuals and professional firms experienced in NASCAR
racing and merchandising, to further assist us in
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assembling our operations. We realize the importance of attracting a talented
management team for both the racing and merchandising operations.
The organizational structure will consist of a small corporate staff at FanZ
Enterprises, Inc. comprised of J. Roe Hitchcock, Frederick L. McDonald II,
Michael J. Wurtsbaugh and a director of finance to oversee our finance and
accounting functions as well as several administrative and executive assistants
for coordination of sponsors and other important customers. The FanZ Racing,
Inc. operations will be managed and directed by its President. We are currently
pursuing individuals who possess an extensive background and experience in
managing and operating a professional NASCAR racing operation as well as
individuals with management experience in public companies. The President of
FanZ Racing, Inc. will have full and complete responsibility to hire the crew
chiefs and team managers for each respective team in addition to the various
engineering, engine, fabrication, etc. professionals for each respective
discipline. The FanZ Merchandising, Inc. operations will be managed by its
President. We are currently pursuing individuals who possess an extensive
background in all operational aspects of merchandising and retailing. Other key
personnel in the merchandising operations will be a seasoned buyer who has
extensive experience and contacts for sourcing various products offshore, as
well as a top marketing and advertising executive who will be responsible for
the promotional efforts and strategies in professionally managing the variety of
merchandising opportunities for each respective team and their primary and
associate sponsors. After our organization is fully operational, our
merchandising operations will look for opportunities to manage the merchandising
operations for other drivers and team owners.
To attract and retain top talent for both operations, we intend to offer a
competitive financial package including the opportunity for stock options to key
operational managers.
Available Information and Reports to Securities Holders
We have filed with the SEC a registration statement on Form SB-2 with respect to
the common stock offered by this prospectus. This prospectus, which constitutes
a part of the registration statement, does not contain all of the information
set forth in the registration statement or the exhibits and schedules which are
a part of the registration statement. For further information with respect to us
and our common stock, see the registration statement and the exhibits and
schedules thereto. Any document we file may be read and copied at the SEC's
Public Reference Room located at 450 Fifth Street N.W., Washington, D.C. 20549,
and the public reference rooms in New York, New York, and Chicago, Illinois.
Please call the SEC at 1-800-SEC-0330 for further information about the public
reference rooms. Our filings with the SEC are also available to the public from
the SEC's web site at http://www.sec.gov.
Upon completion of this offering, we will become subject to the information and
periodic reporting requirements of the Exchange Act and, accordingly, we will
file periodic reports, proxy statements and other information with the SEC. Such
periodic reports, proxy statements and other information will be available for
inspection and copying at the SEC's public reference rooms, and the web site of
the SEC referred to above.
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PLAN OF OPERATION
The following discussion should be read in conjunction with the Financial
Statements and accompanying notes and the other financial information appearing
elsewhere in this prospectus. Also, due to our limited operating history, the
financial information presented is for the period October 20, 2000 (date of
inception) through April 30, 2001. Our fiscal year end is January 31.
Results of Operations
For the three month period ending April 30, 2001, we recorded an operating loss
of $2,343,130 and for the approximately six month period from October 20, 2000
(date of inception) through April 30, 2001 cumulative losses totaled $2,408,105.
This deficit is largely attributable to a non-cash charge of $2,064,919 for
stock options granted, with the remainder attributed to start-up expenses and
costs related to the development and implementation of our business plan. As a
result of the options granted, we expect to incur approximately $1,700,000 of
non-cash compensation expenses in future periods. It is expected that future
amounts will be recognized over the four year period from the grant date. The
fair value approach to the valuation of these options requires that the unvested
shares be "marked to market" at the end of each reporting period. As such, if
the fair value of the options changes in the future, then related current and
future non-cash compensation expenses will change accordingly. We did not
generate any revenues during this period. Our business plan projects that we may
continue to operate at a loss through fiscal year ending January 31, 2002.
Further, there can be no assurance that we will ever achieve profitability or
that a stream of revenue can be generated and sustained in the future.
For the current fiscal year, we anticipate incurring a loss as a result of
organizational expenses, non-cash charges associated with stock options granted,
expenses incurred as a result of establishing the race teams and expenses
associated with setting up our infrastructure to begin implementing our business
plan. We anticipate that until these procedures are completed, we will not
generate revenues, and may continue to operate at a loss thereafter, depending
upon the performance of the business.
Capital Expenditures
From January 31, 2001 (our fiscal year and) through April 30, 2001, we expended
$13,000 on capital expenditures related to web site development costs. As part
of the business plan, we plan on starting with one Winston Cup team and intend
to have two professional motorsports race teams competing in NASCAR sanctioned
events within one year of the closing of this offering. A minimum of $4.5
million in capital expenditures will be required for tools, racing equipment,
motors, race cars and other equipment and the personnel costs to recruit and
employ the necessary racing personnel to effectively establish these teams.
These costs will be incurred in the first three months after the proceeds from
this offering are received. The anticipated capital expenditure budget may be
reduced if we are successful in attracting sponsorship monies for the teams.
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Expenditures Related to Facilities
We expended no amounts on facilities for the period ended April 30, 2001. Our
overall strategy in regards to real estate and facilities is controlled growth
with flexibility to expand as our operations develop in order to address sponsor
goals, maintain control over our operations and foster the sharing of
information amongst our organizations.
BASE RENT
ENTITY TYPE OF SPACE
PER SQ. FT. (USABLE)
- --------------------------------------------------------------------------------
- ------------------------------
Racing Industrial; sprinkled w/ loading docks (10-15% office)
$3.00-$5.00
Merchandising Warehouse; sprinkled w/ loading docks (10% office)
$3.00-$5.00
Management/
Administration Office (combined w/ above or free-standing)
$5.00-$20.00
Our space requirements will also depend upon the goals of our primary sponsors.
Sponsors often desire to use racing facilities to hold business meetings,
team-building seminars and conferences. Sponsor goals and funding commitments to
provide such facilities will impact the timing of our decision to construct a
new facility.
As a start-up organization, our initial goals are to attempt to lease space with
maximum flexibility until such time that constructing our own facilities can be
strategically and financially justified. This strategy will allow us to commence
our racing operations, procure sponsorship and begin racing. We currently have a
letter of intent for a 6,000-square foot racing facility and racing equipment in
order to house the initial start-up phase of our racing operations. Our strategy
is to procure additional leased space as teams are formed, with space
requirements ranging from a minimum of 60,000 square feet in the event we form
one to two teams, up to approximately 200,000 square feet in the event we form
five race teams. Likewise, merchandising facilities will be dependent upon the
number of teams that we ultimately field. With limited merchandising projected
in our first year of operation, it is anticipated that space can be shared or
subleased. Merchandising space requirements are general purpose
warehouse/distribution space and are estimated to range from 5,000 to 50,000
square feet of space dependent upon the number of racing teams our merchandising
operations will be servicing. As we procure sponsorships and form and stabilize
our operations, we will consider designing and building our own facilities. The
assumptions for space are as follows:
-------------------------------- ---------------------------------
APPROXIMATE PER TEAM SPACE
REQUIREMENTS (SQUARE FEET)
-------------------------------- ---------------------------------
Winston Cup 30,000-40,000
-------------------------------- ---------------------------------
Busch Grand National 20,000-30,000
-------------------------------- ---------------------------------
Craftsman Truck 20,000-25,000
-------------------------------- ---------------------------------
Our ultimate goal is to develop a "campus" or a development of multiple
facilities in close proximity to one another that will house our racing and
merchandising operations, corporate
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headquarters as well as to house corporate retreats for the sponsors. We
envision our facilities will contain, among other things, an observation deck
overseeing the shop floor of our racing operations, a theater area which can be
utilized by our racing teams and for presentations by our sponsors, a dining
area that can be utilized to entertain existing and prospective sponsors and
their customers and employees, a gift shop offering the latest merchandising
products and souvenirs, a company-wide health and fitness facility for the
drivers, crew and other employees, and eventually a racing museum housing our
key assets.
Capital Resources and Liquidity
On April 30, 2001, we had total assets of $429,907 and stockholder's equity of
$156,914, in comparison to total assets of $146,035 and a stockholder's deficit
of $14,875 on January 31, 2001. Subsequent to January 31, 2001, we raised an
additional $450,000 in equity through the combination of issuance of $400,000 of
preferred stock and additional capital of $50,000 contributed by Jackson Roscoe
Motorsports, LLC with respect to our common stock, to fund additional expenses
related to this offering. The $450,000 was contributed in the form of a Demand
Note, dated February 12, 2001, that has been satisfied in cash.
To develop our business plan, we intend to recruit and employ a variety of
racing personnel including drivers, crewmembers, crew chiefs, engine builders,
fabricators, engineers, etc. to operate and manage our racing operations. The
recruiting and hiring of the racing personnel will begin immediately upon
raising the minimum subscription amount of $10,000,000. Currently we have a
consulting agreement with Michael J. Wurtsbaugh. In exchange for the provision
of consulting services, Mr. Wurtsbaugh was granted options to purchase shares of
the Company's common stock. This grant, as set forth earlier, appears as a
deficit on our books.
On January 1, 2001, we entered into an agreement with Stillwater Capital
Advisors, LLC, for consulting services including, among other things,
preparation and development of our business plan, development of a sophisticated
financial model, identifying key personnel and negotiating with a broker/dealer,
accountants and attorneys. J. Roe Hitchcock, our Chief Executive Officer and
Frederick L. McDonald II, our President, are members of Stillwater and together
own a controlling interest in Stillwater. Consulting services will be provided
to us for a period of twelve (12) months at a flat fee of $500,000 to be paid in
one lump sum once we recognize a positive cash flow. The consulting fee will be
paid out of the proceeds of the raise. If, for some reason, we are unable to
make timely payment of the consulting fee, Stillwater Capital Advisors, LLC
would have a breach of contract claim against us. We believe that the terms of
the consulting agreement are as favorable to us as those generally available
from unaffiliated third parties.
FANZ RACING-TEAM START-UP COSTS
The racing operations will require an initial start-up budget of approximately
$3.5 million to form each Winston Cup team and approximately $1.2 million to
form each Busch Series team. The initial start-up budgets reflect costs
estimated to assemble the required personnel and equipment in order to be "race
ready," and be in a position to attempt to qualify for a race. The detail of the
budgets for each respective team is detailed below.
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ESTIMATED WINSTON CUP START-UP BUDGET (PER TEAM)
EXPENSE CATEGORY AMOUNT
Personnel Payroll (1) $775,000
Motor Program (2) 750,000
Parts (3) 225,000
Facility Rent (Race/Fab Shop) (4) 150,000
10 Winston Cup Cars (5) 1,000,000
NASCAR Fees (6) 35,000
Insurance (7) 50,000
Utilities (8) 50,000
Shop Equipment (9) 250,000
Research & Development (10) 200,000
Miscellaneous (Supplies/Maintenance) (11) 50,000
------
Total Cash Outlays Start-Up $3,535,000
==========
NOTES
- -----
(1) The Personnel Payroll includes the annual salary and bonus for the Crew
Chief, Car Chief, Shop Foreman, Paint & Body Specialists, Tire Specialist,
Gear & Transmission Specialist and Fabricators.
(2) Motor program expenditures are between $1.1 million and $2.5 million per
annum. This reflects a down payment in order that the team can start
utilizing the motors in the testing program at various tracks.
(3) Includes initial Tires & Wheels, Suspension & Brakes, Paint & Decals and
Gears & Transmissions and other components necessary to get the team
started.
(4) Assumes 40,000 sq. ft. facility. This amount will cover up front rental
expenses, some tenant expenses and the first several months of occupancy
expenses.
(5) Generally, a Winston Cup Team has anywhere from 10 - 15 cars at a time.
Assumes 10 cars will allow the team to start testing at various tracks and
racing the full season.
(6) Entry fees for at least 75% of the first year NASCAR season.
(7) Insurance for the first six months.
(8) Utilities for the first six months.
(9) The Shop Equipment that will be purchased will start the operation.
(10) Includes the initial testing at various tracks, Wind Tunnel Testing and
engine and set up development.
(11) Miscellaneous includes the initial supplies and any maintenance that would
be required.
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ESTIMATED BUSCH SERIES START-UP BUDGET (PER TEAM)
EXPENSE CATEGORY AMOUNT
Personnel Payroll (1) $315,000
Motor Program (2) 225,000
Parts (3) 85,000
Facility Rent (Race/Fab Shop) (4) 65,000
6 Busch Grand National Cars (5) 300,000
NASCAR Fees (6) 20,000
Insurance (7) 25,000
Utilities (8) 25,000
Shop Equipment (9) 60,000
Research & Development (10) 75,000
Miscellaneous (Supplies/Maint) (11) 25,000
------
Total Cash Outlays Start-Up $1,220,000
==========
NOTES
- -----
(1) The Personnel Payroll includes the annual salary and bonus for the Crew
Chief, Paint & Body Specialists, Tire Specialist, Gear & Transmission
Specialist and Fabricators. It should be noted that once the fabrication
department is established for the Winston Cup Team, the fabrication
department can handle the Busch team without additional personnel.
(2) Motor Program expenditures are between $500,000 to $1.0 million per annum.
This reflects a down payment in order that the team can start utilizing the
motor in the testing program at various tracks.
(3) Parts include initial tires & wheels, suspension & brakes, paint & decals
and gears & transmissions and other components necessary to get the team
started.
(4) The space requirement is assumed to be 30,000 sq. ft. This amount will
cover up front rental expenses, some tenant improvements and the first
several months of occupancy expenses.
(5) Generally a Busch Series team has anywhere from 6 - 8 cars at a time.
Assumes 6 cars will allow the team to start testing at various tracks and
racing the full season.
(6) Entry fees for most of the first year NASCAR season with credentials for
the sponsors for the races.
(7) Insurance for the first six months.
(8) Utilities for the first six months.
(9) The Shop Equipment that will be purchased will start the operation. If an
existing team is already completed, this number will go down dramatically
as there will be one Shop for all of the teams.
(10) The Research & Development includes the initial testing at various tracks,
Wind Tunnel Testing and engine and set up development.
(11) Miscellaneous includes the initial supplies and any maintenance that would
be required.
While we believe that the minimum proceeds from this offering, together with
sponsorship funds of at least $2.5 million per team, will be sufficient to
satisfy our cash requirements during the twelve (12) months following the
consummation of this offering, the foregoing budgets could be
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scaled back somewhat by reducing the number of cars purchased per team, among
other things, in the event that only the minimum ($10,000,000) is raised in this
offering and sponsorship funds are unavailable. Upon closing of this offering,
it is our intention to start with at least one team competing in the Winston Cup
series for which we will seek sponsors to defray the costs of starting and
operating this team. Initially, it may be difficult for us to attract sponsors
in light of the fact that we have no racing or merchandising operations. This
team could begin racing on a limited schedule at select venues with or without a
primary sponsor as a means of attracting a sponsor. We will phase in additional
teams as our budget and sponsorships will allow with an aggressive campaign for
sponsorship of the 2002 racing season with the intention of having at least two
teams racing in NASCAR sanctioned events within one year of the closing of this
offering.
FANZ FIRST-YEAR EXPENSES
In addition to racing start-up costs, we will need to hire corporate staff for
FanZ Enterprises, Inc. to provide centralized human resources, accounting,
bookkeeping, travel, administrative assistance and other general corporate
services. We expect to have a Chief Executive Officer, President, Chief
Financial Officer, Director of Finance and a number of assistants ranging from
zero in the first month to three in the twelfth month. Our first year expenses
include the start-up of a Winston Cup and Busch Series team (previously
presented in the estimated Winston Cup and Busch Series start-up budgets set
forth above) and overhead expenses in the amounts set forth below:
Employment Expense (1) 2,626,000
Motor Programs 2,872,000
Lease Expense/Depreciation (2) 1,100,000
Parts (3) 1,188,500
Research & Development 265,000
Travel Expenses 1,246,500
NASCAR Fees & Insurance 76,000
Repairs & Maintenance (4) 470,000
Utilities (5) 37,000
Tooling & Supplies 282,000
Miscellaneous 66,000
----------
10,229,000
NOTES:
(1) The Employment Expense is for the entire racing staff of the Busch Series
and Winston Cup teams (at the end of the first year that represents 20
people and two drivers). The driver compensation assumes a share of the
race purse winnings. The race purse winnings assume that we will
participate and qualify in most of the races in each schedule.
(2) Represents the amortization of the capital expenditures. The engines and
cars are assumed to have relatively short valuable lives (2 years) while
the shock dynometers have relatively long lives (15 years). No distinction
is made for whether an item is leased or capitalized.
(3) Parts includes: Tires & Wheels, Gears & Transmissions, and Raw Materials &
Sheet Metal.
(4) Repairs & Maintenance represent the operating expenses related to
maintaining the equipment and the cars and motors.
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(5) Utilities includes waste & garbage disposal.
MERCHANDISING OPERATIONS (START-UP)
In order to pursue our merchandising operations we will need to hire management
as well as a merchandising, marketing and operations staff. Our merchandising
operations will initially be dependent on our race teams becoming operational
and obtaining sponsorship for each of the teams. Upon the successful launch of
our race teams, we will need to engage a merchandising staff to develop and
market products supporting our race teams and related sponsors. This includes
product development and sourcing, marketing the products and race teams through
various distribution channels including trackside promotional merchandise
trailers and promotional events such as "Show Cars," which are replicas of race
cars in order to draw fans to a sponsor's place of business. We expect to engage
in each of these activities on a limited basis until we are fully operational at
an estimated expense of approximately $600,000. We expect to fully develop our
merchandising operations during the first full racing season.
SUMMARY
We believe that the proceeds from the minimum subscription of this offering,
together with projected cash flows from operations (including sponsorship monies
of just $5 million for two teams) will be sufficient to satisfy contemplated
cash requirements for our initial racing and merchandising operations for at
least twelve (12) months from the closing of this offering. If we are unable to
obtain sponsorship funds, we will scale back our operations so that the proceeds
are sufficient to satisfy our cash requirements during the first twelve (12)
months of operations. In the event that plans change, assumptions prove to be
inaccurate, or if the proceeds of this offering prove to be insufficient to fund
operations and fully implement our business plan, we could be required to seek
additional financing from sources not currently anticipated. We have no current
commitments or arrangements with respect to, or immediate sources of, additional
financing and it is not anticipated that any existing stockholders or lenders
will provide any portion of future financing. Additionally, no assurances can be
given that any additional financing, when needed, will be available or available
on acceptable terms. Any inability to obtain additional financing when required
could have a material adverse effect on our operations, including requiring us
to curtail some of our business initiatives.
DESCRIPTION OF PROPERTY
Jackson Roscoe Motorsports, LLC has entered into a non-binding letter of intent
agreement to lease a race shop and racing equipment in the Greater Charlotte
area, contingent upon the successful subscription for the minimum amount of
shares of this offering. Upon the closing of this offering, the letter of intent
will be assigned to us and we will negotiate to enter into a lease for the race
facility. The annual gross rent under this letter of intent is $60,000 for the
approximately 6,000 square foot facility and existing tools and equipment. The
letter of intent terms are believed to be at or below market rates for the same
or similar facilities and equipment. The facility is located in Concord, North
Carolina, home of a substantial amount of the race teams that compete in the
Winston Cup and Busch Series Grand National Division. The facility is
approximately 6,000 square feet and is believed to be adequate to allow us to
establish our initial racing operations. We believe that we will need additional
interim space to house all of our racing operations. It is not anticipated that
additional space will be difficult to secure given the vast amount of race shops
that exist in the area. We will lease office space for our executive
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management and merchandising operations in the greater Charlotte area until a
permanent facility is located. It is our intention to relocate into a single
facility or develop a "campus" of multiple facilities in close proximity to one
another that will house all of our racing and merchandising operations including
space for our executive management, once our business plan has been successfully
implemented.
This facility is envisioned to house corporate retreats for the sponsors and
fans and will contain, among other things, an observation deck overseeing all of
the racing operations shop floor, a theater area which can be utilized by our
racing teams and for presentations by our sponsors, a dining area that can be
utilized to entertain existing and prospective sponsors and their customers and
employees, a gift shop offering the latest merchandising products and souvenirs,
a company-wide health and fitness facility for the drivers, crew and other
employees, and eventually a racing museum housing our key assets.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The following table sets forth the name, age and position of each of our
Directors and Executive Officers:
Name Age Position
---- --- --------
J. Roe Hitchcock 39 Chief Executive Officer, Treasurer and
Director
Frederick L. McDonald II 34 President and Director
J. Roe Hitchcock. Mr. Hitchcock has served as an officer and director of FanZ
Enterprises, Inc. since its inception. He is currently a Member of Jackson
Roscoe Motorsports, LLC, and Stillwater Capital Advisors, LLC, a financial
consulting firm. Prior to founding Jackson Roscoe Motorsports, LLC in October
2000, Mr. Hitchcock co-founded Cornerstone Equity Partners, LLC in May 2000, a
private equity partnership specializing in making controlling equity investments
in various manufacturing and distribution businesses. Prior to the founding of
Cornerstone, Mr. Hitchcock, during 1998, was an investment executive with
Questor Partners Fund, a $1.2 billion private equity fund, founded by Jay Alix
and Dan Lufkin, focused on making controlling equity investments in
operationally and/or financially challenged companies with revenues of $100
million to $2 billion. Prior to serving with Questor, Mr. Hitchcock served from
1994 to 1997 as the Chief Executive Officer of Education Galore, Inc., an
educational retail business. Prior to Education Galore, Mr. Hitchcock from 1990
to 1993, served as an investment executive with the Oxford Investment Group, a
private equity investment firm making controlling equity investments. Prior to
the Oxford Investment Group, Mr. Hitchcock served as a Senior Accountant with
Arthur Andersen from 1984 to 1988. Mr. Hitchcock holds an MBA from the Harvard
Graduate School of Business Administration and a B.S. in Finance and Accounting
from Indiana University where he graduated Summa Cum Laude. Mr. Hitchcock is
also a Certified Public Accountant.
Frederick L. McDonald II. Mr. McDonald has served as an officer and director of
FanZ Enterprises, Inc. since its inception. He is currently a Member of Jackson
Roscoe Motorsports,
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LLC, and Stillwater Capital Advisors, LLC, a financial consulting firm. Prior to
founding Jackson Roscoe Motorsports, LLC in October 2000, Mr. McDonald
co-founded Cornerstone Equity Partners, LLC in May 2000. Prior to founding
Cornerstone, Mr. McDonald was, from 1995 to 2000, an investment executive with
Questor Partners Fund, a $1.2 billion private equity fund founded by Jay Alix
and Dan Lufkin, focused on making controlling equity investments in
operationally and/or financially challenged companies with revenues of $100
million to $2 billion. While at Questor, Mr. McDonald served for a five month
period during 1996 as Schwinn's interim executive management, until permanent
executive management was hired. Prior to Questor, Mr. McDonald operated from
1991 to 1994 a management and operations consulting firm, Arcana, Inc., which
specialized in operational efficiency studies and strategy development
initiatives for middle market companies. Prior to Arcana, Mr. McDonald served
from 1988 to 1991 as an investment-banking executive and was a federally
licensed broker with Edward Jones & Co. Mr. McDonald has served on the board of
directors of approximately ten privately held companies. Mr. McDonald holds an
MBA/JD from the University of Michigan with distinction and a B.A. in Banking
and Finance from Morehouse College where he graduated with departmental honors.
In addition to Messrs. Hitchcock and McDonald, Michael J. Wurtsbaugh has agreed
to serve as an Executive Officer and Director of our company upon the closing of
this offering.
Michael J. Wurtsbaugh. Mr. Wurtsbaugh is currently serving as a consultant to
FanZ Enterprises, Inc. and has agreed to serve as our Chief Financial Officer,
Secretary and Director upon the closing of this offering. Mr. Wurtsbaugh has
served since 1997 as Vice-President of Finance and Acquisitions and Chief
Investment Officer for the Medve Group, Inc., a St. Louis, Missouri-based
private investment company and fully integrated developer-owner-manager of
commercial real estate on a national basis. Prior to joining the Medve Group,
Inc. (from 1993 to 1997), Mr. Wurtsbaugh was Vice-President/Sr. Relationship
Manager for Mercantile Bank of St. Louis, National Association, in St. Louis,
Missouri. Prior to Mercantile (1986-1993), Mr. Wurtsbaugh was in commercial
banking for regional commercial banks in the Chicago, Illinois Metro market and
was a Bank Liquidation Specialist for the Federal Deposit Insurance Corporation
("FDIC"). Mr. Wurtsbaugh earned an MBA from the Graduate School of Business,
Eastern Illinois University, Charleston, Illinois and a B.S. in Finance, with a
concentration in Accounting, from Indiana University, School of Business,
Bloomington, Indiana.
In addition to Messrs. Hitchcock, McDonald and Wurtsbaugh, the following
individuals have agreed to serve on our Board of Directors following the
completion of this offering: Mr. Walter B. Bowden, Mr. Arnold Busse, Mr. Anthony
J. Carbone and Mr. Eugene L. McKenzie. We will establish an Audit Committee
after completion of this offering to be comprised of at least two independent
members of the Board of Directors.
Walter B. Bowden. Mr. Bowden is currently the President and CEO of DBT Holding
Company, a bank holding company. Prior to joining DBT Holding Company, Mr.
Bowden served as the Vice President and Chief Financial Officer of Donald L.
Moore, Jr., Inc., a construction company. During this period from 1988-1995, Mr.
Bowden was charged with management duties and served as the primary marketing
person for Donald L. Moore, Jr., Inc. From 1984 to1988, Mr. Bowden served as the
President of Bank South of Savannah. Mr. Bowden graduated from
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the Stonier Graduate School of Banking, Rutgers University and earned his
bachelors degree in Economics from the University of Florida.
Arnold G. Busse. From 1990 to present, Mr. Busse has managed his own investments
and served as a consultant for several private companies. Mr. Busse has been
involved in a variety of entrepreneurial ventures, including an educational
retail and wholesale company, an after-market computer hardware concern and a
consumer company involved in the manufacturing of firearms protection equipment.
From 1988 to 1991, Mr. Busse was the President of Cornelius Communication
Company. Prior to that, Mr. Busse was the President of Guarantee Auto Stores, a
$50 million automotive parts and service company which was later sold to
Nationwise Auto Parts. Prior to Guarantee Auto, Mr. Busse served as the
President of Haag Drug Company from 1972 to 1981. While at Haag Drug Company,
Mr. Busse served on the Board of the National Association of Chain Drug Stores.
Mr. Busse began his career as an accountant with Ernst & Young in Indianapolis
after receiving his accounting degree from Valparaiso University. Mr. Busse has
been the President and former Board Member of Southern Drug Stores Assoc.,
Affiliated Drug Stores Corp. and the Indiana Retail Council. Mr. Busse has
previously served on the following boards: The U.S. Division of J. W. Thornton
Company (a high end chocolate manufacturer based in England), National
Association of Chain Drug Stores, Valparaiso University (1976-1999), most
recently as its Vice Chairman, Voluntary Enterprises, Inc., Wishard Hospital
Foundation, Indianapolis Medical Management and Carmel Lutheran Church. Honors
Mr. Busse has received have been the Sagamore of Wabash in Indiana, Kentucky
Colonel and Honorary Attorney General in the State of Indiana. Mr. Busse is the
father-in-law of J. Roe Hitchcock.
Anthony J. Carbone. Mr. Carbone became a partner at the law firm of Bingham Dana
LLP following its merger with Richards & O'Neil, LLP on May 1, 2001. Mr. Carbone
was the managing partner of the law firm of Richards & O'Neil, LLP as well as
the chairperson of the firm's E-Commerce Group. Mr. Carbone, as managing partner
of Richards & O'Neil, LLP, had a very active role in the merger of the two
firms. Mr. Carbone had been with Richards & O'Neil, LLP since 1990. Mr. Carbone
is the President of the New York Chapter of the Indiana University Kelley School
of Business Alumni Association and sits on the Board of Directors of the
school's alumni organization. Mr. Carbone is a certified public accountant. Mr.
Carbone received his LLM in Taxation in 1985 from New York University School of
Law; his J.D. from Syracuse University Law School in 1981; his M.S. in
Accounting from Syracuse University in 1981; and his B.S. from Indiana
University Kelley School of Business in 1978.
Eugene L. McKenzie. Mr. McKenzie is currently the Director of Finance and
Information Technology for the national accounts division of the International
Paper Company's distribution arm, Xpedx. From 1996 to 1999 Mr. McKenzie owned
and operated L&G Holdings, Inc., an entrepreneurial business which acted as a
graphic design and advertising firm. From 1990 to 1996, Mr. McKenzie was a
Financial Manager for Atlantic Richfield Company, an oil and gas company that
was recently acquired by British Petroleum. From 1980 to 1990 Mr. McKenzie
worked as a Senior Manager for Ernst & Young. Mr. McKenzie is a certified public
accountant with an MBA from the University of Denver.
We will also form an active Board of Directors for both FanZ Racing, Inc. and
FanZ Merchandising, Inc. We will utilize strategically selected members of each
Board to assist these
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operations in developing their business plans and implementing their
operational, sales and financial initiatives as well as to provide guidance to
the management and staff of each of the respective entities. The composition for
each respective board will be slightly different as FanZ Enterprises, Inc. plans
to seek internal and external board members that possess a significant amount of
experience in each respective company's operations. As a result, FanZ Racing,
Inc. will recruit individuals that possess experience, contacts and
relationships directly in the racing industry and FanZ Merchandising, Inc. will
focus on individuals that have substantial experience in the retail and
merchandising industries to assist the company in developing it's merchandising
operations.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the beneficial ownership of our common stock of
each person known by us to beneficially own 5% or more of the shares of
outstanding common stock, each of our officers and directors, and all of our
executive officers and directors as a group. Except as otherwise indicated, all
shares are beneficially owned, and investment and voting power is held by the
persons named as owners as of June 14, 2001, and as adjusted to reflect:
- the 100,000 for 1 stock split effected on May 15, 2001; and
- the sale of the maximum number of shares of common stock (2,500,000)
offered by this prospectus.
- the sale of the minimum number of shares of common stock (1,000,000)
offered by this prospectus.
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Percentage Percentage
Percentage
Ownership of Ownership of
Amount and Ownership of
Common Stock Common Stock
Name and Address of Nature of Common Stock
After Offering After Offering
Beneficial Owner Common Stock Before Offering
(Minimum Offering)(1) (Maximum Offering)(1)
---------------- ------------ ---------------
- --------------------- ---------------------
Jackson Roscoe Motorsports, LLC 10,000,000 97.56%
88.88% 78.43%
5419 Cayman Drive, Suite 100
Carmel, IN 46033
J. Roe Hitchcock 10,000,000(2) 97.56%(2)
88.88% (2) 78.43% (2)
3020-I Prosperity Church Road
Suite 293
Charlotte, NC 28269-7197
Frederick L. McDonald II 10,000,000(2) 97.56%(2)
88.88% (2) 78.43% (2)
3020-I Prosperity Church Road
Suite 293
Charlotte, NC 28269-7197
Michael J. Wurtsbaugh 250,000(3) 2.44%(3)
2.22% (3) 1.96%(3)
3020-I Prosperity Church Road
Suite 293
Charlotte, NC 28269-7197
All Executive Officers and 10,250,000 100%
91.10% 80.39%
Directors as a Group
(3 individuals)
(1) Assumes that Mr. Wurtsbaugh has exercised all of his currently vested
options for 250,000 shares.
(2) Represents shares owned by Jackson Roscoe Motorsports, LLC. Messrs.
Hitchcock and McDonald are the sole members of Jackson Roscoe
Motorsports, LLC.
(3) These shares will be issued to Mr. Wurtsbaugh upon the exercise of
non-qualified stock options granted to Mr. Wurstbaugh on February 28,
2001 at an exercise price of $3.00 per share. The Option Agreement
provides for the issuance of up to 500,000 shares of our common stock
of which only 250,000 of these options are currently exercisable and
therefore reported in the table above. The remaining 250,000 shall
vest in equal annual increments over the four-year period commencing
on the first anniversary of the date of grant.
In addition to the shares of common stock identified in the table above, as of
February 23, 2001, we had 10,000 shares of our preferred stock issued and
outstanding. All of these shares are owned of record by Jackson Roscoe
Motorsports, LLC.
Each of our officers has expressed an interest in purchasing up to 2,500 shares
of our common stock at an aggregate offering price of $25,000 in this offering.
Likewise, a majority of our
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directors has expressed an interest in purchasing up to 2,500 shares of our
common stock at an aggregate offering price of $25,000 in this offering.
EXECUTIVE COMPENSATION
We currently have an employment agreement with Michael J. Wurtsbaugh, our
proposed CFO and Secretary, which will take effect upon completion of this
offering, and are in negotiations with prospective candidates for the President
of FanZ Racing, Inc. and FanZ Merchandising, Inc. The table below sets forth the
compensation schedule for our officers which will take effect upon completion of
this offering. We have two incentive compensation plans: (i) the 2001 Stock
Option Plan of FanZ Enterprises, Inc. and (ii) the 2001 Non-Employee Director
Stock Option Plan of FanZ Enterprises, Inc. that were adopted by our Board of
Directors on May 15, 2001 and are subject to stockholder approval upon
completion of this offering. These plans require us to reserve an amount equal
to 10% of our shares of common stock, after giving effect to this offering, for
issuance upon exercise of options granted under such plans. Both plans must be
approved by our stockholders within twelve (12) months of their implementation.
Directors will also be entitled to a stipend of $5,000 per board meeting
attended and $2,500 per committee meeting attended which is held on a separate
day from the regularly scheduled board meeting.
SUMMARY COMPENSATION TABLE
------------------------ --------- ---------------------------------
- --------------------------
Annual Compensation
Long-Term Compensation
Awards
Name and Principal ---------------------------------
- --------------------------
Position Year Salary
Securities Underlying
($)
Options/SAR's
(#)
------------------------ --------- ---------------------------------
- --------------------------
J. Roe Hitchcock, 2001 50,000
Chief Executive
Officer, Treasurer
(1)(2)
------------------------ --------- ---------------------------------
- --------------------------
Frederick L. McDonald, 2001 50,000
II, President(1)(2)
------------------------ --------- ---------------------------------
- --------------------------
Michael J. Wurtsbaugh, 2001 175,000
500,000(3)
CFO, Secretary (1)
------------------------ --------- ---------------------------------
- --------------------------
(1) We intend to implement a bonus plan within ninety (90) days of the
completion of this offering. All of our officers will be entitled to
participate in the bonus plan. Shareholder approval of this plan is not
required, but the plan will be approved by a majority of our
disinterested directors.
(2) J. Roe Hitchcock and Frederick L. McDonald will each devote a minimum
of eighty percent (80%) of their business time to our operations.
(3) All of these shares are subject to a Non-Qualified Option Agreement
dated February 28, 2001 and will be issued upon the exercise of the
option at an exercise price of $3.00 per share. The option is currently
exercisable for 250,000 with the remaining 250,000 vesting in equal
annual increments over a four-year period commencing on the first
anniversary of the date of grant.
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The employment agreement with Mr. Wurtsbaugh, who is currently serving as a
consultant to FanZ Enterprises, Inc., has an initial term of three (3) years
from the completion of this offering, with automatic one-year extensions
thereafter. As compensation for his services as CFO and Secretary of FanZ
Enterprises, Inc., Mr. Wurtsbaugh will receive and annual base salary of
$175,000.00, periodic discretionary bonuses, travel expenses and health and
retirement benefits. Upon termination without cause or a change in ownership of
the company, he will be entitled to a severance equal to his annual salary for
one year from the termination date. We also granted to Mr. Wurtsbaugh an option
to purchase, over a period of five years, up to 500,000 shares of the Company's
common stock at $3.00 per share.
The 2001 Non-Employee Director Stock Option Plan affords our directors, who are
not also officers or key employees, the opportunity to purchase shares of our
common stock in increments of 100 shares at the then prevailing fair market
price. Upon becoming a director, we will grant the director an option to
purchase 100 shares. An option to purchase an additional 100 shares will be
granted to the director on each two year anniversary of the original grant date.
We have reserved up to 1% of our authorized common stock for issuance under this
plan.
Upon the closing of this offering, we will purchase Directors' and Officers'
Insurance covering all of our directors and officers. The policy will provide
the maximum coverage available to our directors and officers under Delaware law.
PLAN OF DISTRIBUTION
We will sell a maximum of 2,500,000 shares of our common stock to the public on
a "best efforts" basis. There can be no assurance that any of these shares will
be sold. This is not an underwritten offering. We have not committed to keep the
registration statement effective for any set period of time. The gross proceeds
to us will be $25,000,000 if all the shares offered are sold. No public market
currently exists for our shares of common stock, although we will attempt to
have our shares quoted on the OTCBB under the symbol ("FANZ").
Regulation M of the Exchange Act (which replaced Rule 10b-6) may prohibit a
broker-dealer from engaging in any market making activities with regard to a
company's securities. Under Section 242.104 of Regulation M, stabilizing is
prohibited except for the purpose of preventing or retarding a decline in the
market price of a security. We do not plan to engage in any passive stabilizing
activities.
The shares of common stock represented by this offering are being registered
pursuant to Section 12 of the Exchange Act and Section 5 of the Securities Act,
for which an exemption from registration under Section 3 and Section 4 is not
available.
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Limited State Registration
We will qualify or register the sale of our shares of common stock in the
following states: Alabama, Arizona, Arkansas, California, Colorado, Connecticut,
Delaware, Florida, Georgia, Illinois, Indiana, Iowa, Kansas, Kentucky,
Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi,
Missouri, Nevada, New Hampshire, New Jersey, New York, North Carolina, Ohio,
Oklahoma, Oregon, Pennsylvania, South Carolina, Texas, Virginia, West Virginia
and Wisconsin. We will not accept subscriptions from investors residing in
states other than those states where we have qualified or registered our shares.
In addition, investors in our common stock will not be permitted to resell their
shares in states where we have not filed a registration statement or to
residents of those states. The shares will be offered or sold through a
registered or licensed broker/dealer in the following states: Arizona, Arkansas,
Florida, North Carolina and Texas.
Broker/Dealer Agreement
We will enter into a broker/dealer agreement with Houlihan Smith & Company, Inc.
to sell our shares on a best efforts basis in Arizona, Arkansas, Florida, North
Carolina and Texas. Houlihan will be entitled to receive commissions equal to
five percent (5%) of the shares that it sells in Arizona, Arkansas, Florida,
North Carolina and Texas. Houlihan will also be entitled to reimbursement of
expenses which are capped at Eighty Thousand Dollars ($80,000). These
commissions will only be paid once a minimum of 1,000,000 shares of our common
stock have been sold. If a minimum of 1,000,000 shares of our common stock is
not sold in this offering, Houlihan will only be entitled to accountable
out-of-pocket expenses.
Terms of Sale of the Shares
We will be selling our shares through our officers and directors and, where
required by state law, registered or licensed broker-dealers who will be
offering our shares and distributing this prospectus primarily at the locations
of the 2001 NASCAR sanctioned events and over the Internet.
We will reimburse our officers and directors for expenses incurred in connection
with the offer and sale of our shares, however, no sales commissions will be
paid to any of our officers or directors. Our officers and directors are relying
on Rule 3a4-1 of the Exchange Act as a "safe harbor" from registration as a
broker-dealer in connection with the offer and sales of the shares. In order to
rely on such "safe harbor" provisions provided by Rule 3a4-1, an officer or
director must be in compliance with all of the following:
- he or she must not be subject to a statutory disqualification;
- he or she must not be compensated in connection with such selling
participation by payment of commissions or other payments based
either directly or indirectly on such transactions;
- he or she must not be an associated person of a broker-dealer;
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- he or she must restrict participation to transactions involving
offers and sale of the shares;
- he or she must perform substantial duties for the issuer after
the close of this offering not connected with transactions in
securities, and not have been associated with a broker or dealer
for the preceding 12 months, and not participate in selling an
offering of securities for any issuer more than once every 12
months; and
- he or she must restrict participation to written communications
or responses to inquiries of potential purchasers.
Our officers and directors intend to comply with the guidelines enumerated in
Rule 3a4-1. Each of our officers has indicated that they are willing to purchase
up to 2,500 shares of our common stock at an aggregate offering price of $25,000
in this offering. In addition, certain of our directors have indicated a
willingness to purchase up to 2,500 shares of our common stock at an aggregate
offering price of $25,000 in this offering. Any sale of shares to our officers
and proposed directors will be on the same terms as are offered to the public
investors.
Prospective investors must purchase a minimum of 25 shares at an
aggregate-offering price of $250. In certain states, investors will have to meet
minimum suitability standards imposed by these states. In Alabama, New Jersey
and Virginia, investors must meet the requirements of an accredited investor as
defined in Rule 501 of Regulation D of the Securities Act. Specifically,
investors residing in these states must either have (i) an individual income of
$200,000 or more in each of the two most recent years or joint income with the
investor's spouse in excess of $300,000 in each of those years and reasonably
expect to reach the same income level in the current year OR (ii) an individual
net worth or joint net worth with that investor's spouse in excess of
$1,000,000. Residents of Arizona, Arkansas, California, Connecticut, Delaware,
Indiana, Iowa, Kansas, Kentucky, Maine, Maryland, Massachusetts, Michigan,
Minnesota, Mississippi, Missouri, Nevada, New Hampshire, North Carolina,
Oklahoma, Oregon, Pennsylvania, South Carolina, Texas and West Virginia must
meet state sophistication standards. Specifically, investors residing in these
states must either have (i) an annual gross income of $65,000 or more and a
minimum net worth of $65,000 (excluding the value of automobiles, homes and home
furnishings) OR (ii) a minimum net worth of $150,000 (excluding the value of
automobiles, homes and home furnishings). Residents of Ohio must also meet these
sophistication standards provided that they wish to purchase more than 25
shares. If residents of Ohio do not meet these sophistication standards, they
may ONLY purchase the minimum number of twenty-five (25) shares of our common
stock for a total investment of $250. Until we have sold at least 1,000,000
shares, we will not accept subscriptions for any shares. Subscriptions will be
revocable until accepted by us. All proceeds of this offering will be deposited
in an escrow account with Firstar Bank, N.A. The proceeds will be invested in a
money market account which invests exclusively in short-term U.S. Treasury
obligations, such as the Firstar U.S. Treasury Money Market Fund, and will bear
interest at the rate then prevailing under that account. We intend to break
escrow once subscriptions for the minimum number of our shares (1,000,000) are
received and accepted and will continue to sell our shares until all shares
offered are sold or nine months from the date of this prospectus. However, in
order to meet certain state requirements, we will not be able to break escrow
with respect to the sale of any shares in excess of 1,560,000 shares or sell
shares in
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excess of 1,560,000 unless Jackson Roscoe Motorsports makes an additional
capital contribution in cash of $235,000 with respect to the common stock it
currently owns. Any shares purchased by our officers or proposed directors in
this offering will count towards the minimum number of subscriptions required.
If we are unable to sell at least 1,000,000 shares before this offering ends, we
will return all funds, with interest, to subscribers promptly after the end of
this offering. We have the right to completely or partially accept or reject any
subscriptions for shares in this offering, for any reason or no reason. Certain
states have required that investors from those states meet certain financial
criteria in order to invest an amount above the minimum investment. We may
decide to terminate this offering at any time or cease selling efforts at any
time prior to such date if our board of directors determines that there is a
better use of funds and management time.
If this offering is not oversubscribed, within a reasonable time after
effectiveness, we plan to accept all subscriptions as soon as reasonably
practicable but in no event until we have received and accepted subscriptions
for the minimum number of shares (1,000,000). If this offering is
oversubscribed, we plan to allocate the shares among subscribers in our
discretion within a reasonable time after effectiveness of this offering. We
anticipate having one or more closings of this offering, the first of which
cannot be held until we are able to sell at least 1,000,000 shares. After that,
we could have multiple closings whenever we receive and accept new
subscriptions.
Investment Procedures
No one may purchase any shares in this offering until it has been declared
effective by the SEC and any applicable state securities commission. Following
the effectiveness of this offering, an investor must complete, date, execute and
deliver to us our subscription agreement together with a check in the amount
corresponding to the cost of the shares to be purchased made payable to "Firstar
Bank, N.A., Escrow Account for FanZ Enterprises, Inc." Once received, we will
forward all funds and a copy of the subscription agreement to our escrow agent
Firstar Bank, N.A. Subscriptions will be revocable until accepted by us.
Internet Sales
We will post a copy of our final prospectus, as filed with the SEC, on our web
site, located on the Internet at www.fanzenterprises.com, www.fanzracing.com,
www.fanzenterprises.net and www.fanzracing.net for investors to view or download
once we have been declared effective with the SEC. We will update the web site
to replace the online prospectus with any post-effective amendments.
If an investor indicates that he or she would like to receive any other
amendments to this prospectus electronically, we will e-mail a notice to the
investor that informs him or her that an amendment to this Prospectus has been
filed with the SEC, which will include a hyperlink to the web site as well as
its Internet address. Additionally, upon request, the investor will receive
paper copies of any or all documents from us.
Prior to effectiveness, no one may purchase any shares in this offering.
Following the effectiveness of this offering, in order to purchase shares in
this offering over the Internet, an investor must complete, date, execute and
deliver to us, either a paper copy of our subscription agreement, together with
either a check in the amount corresponding to the cost of the shares to
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be purchased, made payable to "Firststar Bank, N.A., Escrow Account for FanZ
Enterprises, Inc.," or a wire transfer of funds for that amount or
alternatively, electronically, by clicking on the "I have accessed the final
prospectus and I agree to subscribe" button and forwarding the proper payment to
us. Additionally, residents of Arizona, Arkansas, Florida, North Carolina and
Texas will be required to complete an application for our registered
broker/dealer and purchase shares through that broker/dealer. An investor may
not necessarily be able to purchase all of or any of the shares that he or she
has requested, depending on availability, state blue-sky laws and our
discretion. The address and wire transfer instructions for our escrow agent is
indicated in the subscription agreement. Following the effectiveness of this
offering, subscription agreements will be available as follows:
- on the web site where we have posted our final prospectus;
- unless an investor has specifically requested electronic delivery
of the final prospectus, we will include the subscription
agreement together with a paper copy of the final prospectus that
we send to such investor; and
- an investor can request a paper copy of the subscription
agreement and prospectus by calling us, writing to us, or
e-mailing us at the number or address listed in this prospectus
or on our web site.
On our web sites, www.fanzenterprises.com, www.fanzenterprises.net,
www.fanzracing.com and www.fanzracing.net, we have posted our prospectus that
explains our subscription procedure.
Escrow Agreement
Under the terms of our Amended and Restated Escrow Agreement, proceeds from the
sale of our shares will be deposited into an interest bearing account until the
minimum number of shares (1,000,000) are sold. In the event the proceeds from
investors deposited into the escrow account is insufficient to meet our
1,000,000 share minimum, proceeds will be returned directly to investors by the
escrow agent with interest. The proceeds for subscriptions for our shares that
are placed in escrow will not be subject to claims by our creditors, affiliates
or associates until the proceeds have been released to us under the terms of the
Amended and Restated Escrow Agreement. We intend to break escrow and conduct an
initial closing once we receive and accept subscriptions for the minimum number
of shares offered (1,000,000). In addition, in order to meet certain state
requirements, we will not be able to break escrow with respect to the sale of
any shares in excess of 1,560,000 unless Jackson Roscoe Motorsports, LLC makes
an additional capital contribution in cash of $235,000 with respect to the
common stock it currently owns.
The securities regulatory authority of any state in which our offering is
registered has the right to inspect and make copies of the records of the escrow
agent relating to the escrowed funds in the manner described in the Amended and
Restated Escrow Agreement.
LEGAL PROCEEDINGS
Neither FanZ Enterprises, Inc., nor any of its subsidiaries are parties to any
pending legal proceeding or litigation, and none of our property is the subject
of a pending legal proceeding.
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DESCRIPTION OF SECURITIES
The following is a description of the material terms of our capital stock. This
summary is subject to and qualified in its entirety by our Restated Certificate
of Incorporation and Bylaws, and by the applicable provisions of Delaware law.
Capital Stock
Our authorized capital stock consists of 20,000,000 shares of common stock, par
value $.01 per share and 10,000 shares of preferred stock, par value $.01 per
share.
Common Stock
General. We have 20,000,000 authorized shares of common stock, par value $.01
per share, 10,000,000 of which are issued and outstanding. All shares which are
the subject of this Prospectus, when issued and paid for under this offering,
will be validly issued, fully paid and non-assessable.
Voting Rights. Each share of our common stock entitles the holder to one vote,
either in person or by proxy, at meetings of stockholders. Our board of
directors is elected annually at each annual meeting of the stockholders. The
holders are not permitted to vote their shares cumulatively. Accordingly, the
holders of more than fifty percent (50%) of our voting power can elect all of
our directors.
Dividend Policy. All shares of common stock are entitled to participate ratably
in dividends when, as, and if declared by our board of directors out of the
funds legally available to distribute dividends, after all accrued and unpaid
dividends on the preferred stock have been paid. Any such dividends may be paid
in cash, property or additional shares of common stock. We have not paid any
dividends since our inception and presently anticipate that all earnings, if
any, will be retained for development of our business. We expect that no
dividends on the shares of common stock will be declared in the foreseeable
future. Any future dividends will be subject to the discretion of our board of
directors and will depend upon, among other things, our future earnings,
operating and financial condition, capital requirements, general business
conditions and other pertinent facts. There can be no assurance that any
dividends on the common stock will ever be paid.
Miscellaneous Rights and Provisions. Holders of common stock have no preemptive
or other subscription rights, conversion rights, redemption or sinking fund
provisions. In the event of the liquidation or dissolution, whether voluntary or
involuntary, of FanZ Enterprises, Inc., each share of common stock is entitled
to share ratably in any assets available for distribution to holders of the
equity of FanZ Enterprises, Inc. after satisfaction of all liabilities,
including the payment of the liquidation preference of $600,000 plus accrued and
unpaid dividends on the preferred stock.
Shares Eligible For Future Sale. Upon completion of this offering, we will have
a minimum of 11,000,000 shares of common stock outstanding if the minimum number
of shares offered in this offering are sold, or 12,500,000 shares of common
stock outstanding if the maximum number of shares offered in this offering are
sold. Of these shares, the shares sold in this offering will be
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freely tradable without restriction or further registration under the Securities
Act, except for any shares purchased by an "affiliate" of FanZ Enterprises,
Inc., and those held by Jackson Roscoe Motorsports, LLC, which will be subject
to the limitations of Rule 144 adopted under the Securities Act. In general, a
person who has a control relationship with FanZ Enterprises, Inc. is defined as
an "affiliate." All of the remaining shares are deemed to be "restricted
securities" as that term is defined in Rule 144 under the Securities Act.
In general, under Rule 144, commencing 90 days after the date of this
Prospectus, a person, including an affiliate or persons whose shares are
aggregated, who has owned restricted shares of common stock beneficially for at
least one year, is entitled to sell, within any three-month period, a number of
shares that does not exceed the greater of one percent of the total number of
outstanding shares of the same class or the average weekly trading volume of our
common stock on all exchanges and/or reported through the automated quotation
system of a registered securities association during the four calendar weeks
preceding the date on which notice of the sale is filed with the SEC. Sales
under Rule 144 are also subject to manner of sale provisions, notice
requirements and the availability of current public information about us. A
person who has not been an affiliate of FanZ Enterprises, Inc. for at least the
three months immediately preceding the sale and who has beneficially owned
shares of common stock for at least two years is entitled to sell such shares
under Rule 144 without regard to the limitations described above.
Transfer Agent. The transfer agent for our common stock will be American Stock
Transfer and Trust Company.
Lock-up Agreement. Jackson Roscoe Motorsports, LLC will hold in the aggregate
upon completion of this offering 10,000,000 shares of our issued and outstanding
common stock and 10,000 shares of our issued and outstanding preferred stock. In
addition, Michael J. Wurtsbaugh will have the right to acquire 500,000 shares of
our common stock at an exercise price of $3.00 subject to certain limitations.
These shares (other than the restrictions applicable to Mr. Wurtsbaugh's shares
under the Non-Qualified Option Agreement) are not subject to any contractual
restriction on the sale of any such shares, other than a Lock-up Agreement. In
addition, any shares purchased by Messrs. Hitchcock, McDonald or Wurtsbaugh in
this offering will also be subject to the terms of the Lock-up Agreement.
Beginning on the day this offering is completed, they are prohibited by the
terms of the Lock-up Agreement from selling, transferring or pledging all of
their shares of common stock , although they retain all of the voting rights
attendant on these shares.
According to the terms of the Lock-up Agreement, it will terminate and the
shares will be freely tradeable upon the occurrence of any of the following:
(i) the fourth anniversary of the completion of this offering;
(ii) the date all funds have been returned to investors if this offering is
terminated; or
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(iii) the date the shares become "covered securities" as defined in Section
18(b)(1) of the Securities Act. These include shares which are listed
as authorized for listing on the New York Stock Exchange, the Nasdaq
National Market, or other national securities exchanges which the SEC
has determined have listing standards substantially similar to the
listing standards applicable to these securities.
Prior to its termination, 2 1/2% of the shares subject to the Lock-up Agreement
may be released from the restrictions in the Lock-up Agreement on a quarterly
basis commencing two years from the date the offering is completed.
Lack of Public Market for Our Shares. There has not been a public market for our
common stock and the price of our shares may be very volatile. We are not sure
if and when the shares will start trading, and this may not occur until well
after the first closing of this offering. We could decide not to facilitate the
commencement or continuation of a trading market for the common stock for an
extended period. We cannot predict the extent to which investor interest in our
common stock will lead to the development of an active trading market or how
liquid that market might become. Because no underwriter has sold any shares to
their customers or received options, warrants or shares in this offering, there
is currently little incentive for a financial institution to provide aftermarket
support of the shares. Due to this lack of aftermarket support, the price of our
stock following this offering may decrease, and investors may be unable to
resell their shares at or above the initial public offering price.
Stock Option Plans and Stock Options.
On May 15, 2001, we adopted two stock option plans, the 2001 Stock Option Plan
and the 2001 Non-Employee Director Plan. These plans will be subject to
stockholder approval after completion of their public offering. Administration
of the 2001 Stock Option Plan shall be administered by the Compensation
Committee of the Board of Directors. Under the terms of the 2001 Stock Option
Plan, a maximum of nine percent (9%) of the number of outstanding shares of our
common stock, after giving effect to the completion of this offering, may be
granted to our officers, key employees and consultants. Options granted under
the 2001 Stock Option Plan may be incentive stock options, non-qualified stock
options, or a combination of the foregoing. No incentive stock option may be
granted to a person who is not an employee. The option price per share of any
stock option granted under the plan may not be less than the fair market value
of the common stock on the date of grant. The options shall be exercisable for a
term of not more than five years.
Under the terms of the 2001 Non-Employee Director Plan, options may be granted
equal to a maximum of one percent (1%) of the number of outstanding shares of
our common stock, after giving effect to the completion of this offering. This
plan will also be administered by the Compensation Committee of the Board of
Directors. The option price of any options granted under the 2001 Non-Employee
Directors Plan shall be the fair market value on the date of grant. Such options
shall be exercisable for a term of not more than five years.
In addition to the foregoing plans, on February 28, 2001, we granted an option
to purchase up to 500,000 shares of our common stock at an exercise price of
$3.00 per share to Michael J. Wurtsbaugh, currently a consultant. Mr. Wurtsbaugh
will become our Chief Financial Officer
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upon completion of this offering. The option is currently exercisable for
250,000 shares with the remaining vesting over a four-year period commencing on
the first anniversary of the date of grant.
Preferred Stock
General. We have 10,000 authorized shares of preferred stock, par value $.01 per
share, 10,000 of which are issued and outstanding and held by Jackson Roscoe
Motorsports, LLC.
Voting Rights. The holders of our preferred stock shall not be entitled to any
voting rights except that an affirmative vote of at least two-thirds of the
issued and outstanding shares of preferred stock, voting as a class, shall be
required to amend any provision of our Restated Certificate of Incorporation
that would otherwise adversely affect the rights and preferences of the
preferred stock or authorize the creation of a new class of stock.
Dividend-Policy. The holders of our preferred stock shall be entitled to
receive, when, as and if declared by the Board of Directors, out of funds
legally available therefore, cumulative dividends at the rate of 10% of the
original purchase price per annum, in preference to and in priority over any
dividends upon the common stock.
Conversion and Liquidation Rights. Our preferred stock is not convertible into
shares of common stock. Upon our dissolution, liquidation, or winding up,
holders of our preferred stock will be entitled to receive, after payment or
provision for payment of all our debts and liabilities, prior to and in
preference to any distribution to our other stockholders including the holders
of common stock, the aggregate amount of $600,000 or $60 per share, plus an
amount equal to all accrued and unpaid dividends thereon to the date of
liquidation.
Redemption. Subject to the terms of the Lock-up Agreement, we may redeem, in
whole or in part, the issued and outstanding preferred shares, at an aggregate
redemption price of $600,000 or $60 per share, out of funds legally available
for such payment and such redemption if not otherwise prohibited by the terms of
any senior bank financing. These shares will only be redeemable, in whole, upon
the fourth anniversary of the completion of this offering. However, a small
percentage of these shares may be redeemed on a quarterly basis beginning on the
second anniversary of the completion of this offering on the terms provided in
the Lock-up Agreement. The holders of our preferred stock shall not be entitled
to receive any accrued and unpaid dividends in payment for their shares in the
event we exercise our right to purchase their shares pursuant to the redemption
provisions of our Restated Certificate of Incorporation. If the shares of our
preferred stock are redeemed, they may not be reissued or redesignated by our
Board of Directors. Any future issuances of preferred stock would require an
amendment to our Restated Certificate of Incorporation, which would require the
vote of the holders of our common stock. Any future issuances of our preferred
stock will be approved by a majority of our independent directors who do not
have an interest in the transaction and who will have access to our legal
counsel or their own legal counsel at our expense.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
On November 15, 2000, in exchange for $100 in consideration, we issued 100
shares of our common stock to Jackson Roscoe Motorsports, LLC. On December 18,
2000, Jackson Roscoe Motorsports, LLC contributed an additional $50,000 to the
capital of FanZ Enterprises, Inc. for its shares of common stock. On February
12, 2001, Jackson Roscoe Motorsports, LLC contributed an additional $50,000 to
the capital of FanZ Enterprises, Inc., in the form of a $450,000 Demand Note,
dated February 12, 2001, for its shares of common stock. On February 23, 2001,
in exchange for $400,000 in consideration, in the form of the remainder of the
Demand Note, dated February 12, 2001, we issued 10,000 shares of our preferred
stock to Jackson Roscoe Motorsports, LLC. As of June 14, 2001, the entire amount
of the Demand Note has been paid in full in cash. The interest rate charged on
such Demand Note was 7%, which was not a market rate. Any requests for partial
payment on the Demand Note were made in increments of Ten Thousand Dollars
($10,000). Jackson Roscoe Motorsports, LLC is an entity wholly owned and
controlled by J. Roe Hitchcock and Frederick L. McDonald, II. The preferred
shares are redeemable, at our option, at any time after six months from the
closing of this offering at a price of $600,000 subject to applicable escrow
provisions. Approval by the independent members of our Board of Directors will
be required in order to effect a redemption of the preferred stock.
On January 1, 2001, we entered into an agreement with Stillwater Capital
Advisors, LLC, a Delaware limited liability company, for consulting services
including, among other things, preparation and development of our business plan,
development of a sophisticated financial model, identifying key personnel and
negotiating with a broker/dealer, accountants and attorneys. J. Roe Hitchcock,
our Chief Executive Officer, Treasurer and a director of FanZ Enterprises, Inc.,
and Frederick L. McDonald, II, our President and also a director of FanZ
Enterprises, Inc., are members of Stillwater Capital Advisors, LLC and together
own a controlling interest in Stillwater Capital Advisors, LLC. Consulting
services will be provided to us for a period of twelve (12) months at a flat fee
of $500,000 to be paid in one lump sum payment. Payment of this fee is
subordinated to our first having achieved profitability as demonstrated by an
annual audited financial statement reflecting a net profit for the fiscal year.
We believe that the terms of the consulting agreement are as favorable to us as
those generally available from unaffiliated third parties.
On February 28, 2001, we entered into an Option Agreement with Michael J.
Wurtsbaugh, our proposed CFO, pursuant to which Mr. Wurtsbaugh was granted an
option to purchase up to 500,000 shares of our common stock at $3.00 per share.
The option is exercisable for a period of five years from the date of grant.
FanZ Enterprises, Inc. will donate approximately two and one-half percent (2.5%)
of its yearly pre-tax profit to the Jackson Roscoe Foundation. In any year,
including its first, that we do not generate a profit, no monetary donation will
be made to the Jackson Roscoe Foundation. The Jackson Roscoe Foundation has been
set up in memory of Jackson Roscoe Hitchcock. Jackson was one of the twins born
to Joan and J. Roe Hitchcock, our CEO and Treasurer, on September 13, 1999.
Jackson was diagnosed with transposition of the greater vessels. He lived in the
Riley Children's Hospital in Indianapolis, Indiana for 83 days before he died.
The Jackson Roscoe Foundation will donate money and services to programs and
help families of sick children, specifically the children suffering from
congenital heart diseases. The Jackson Roscoe
64
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Foundation will assist various charitable, medical and research organizations in
drawing awareness to the disease and helping to cure the disease. The Jackson
Roscoe Foundation will be a 501(c)(3) corporation and therefore the donations
will be a tax-deductible contribution for the Company. If the Jackson Roscoe
Foundation is not granted tax-deductible status, FanZ Enterprises, Inc. will not
make any monetary contribution to the Jackson Roscoe Foundation, although the
founders of the Company will make contributions regardless. The Jackson Roscoe
Foundation will operate as a totally separate entity distinct from the Company
and its subsidiaries, with its own Board of Directors and officers. Joan
Hitchcock will serve as a member of the Board of Directors of the Jackson Roscoe
Foundation.
Jackson Roscoe Motorsports, LLC, an entity controlled by J. Roe Hitchcock and
Frederick McDonald II, has entered into a letter of intent to lease an existing
race shop facility. Upon the closing of this offering, Jackson Roscoe
Motorsports, LLC will assign the letter of intent to us and we will negotiate to
enter into a lease with Sharp Racing, Inc.
We currently only have two directors, Messrs. Hitchcock and McDonald, on our
Board of Directors. Neither of whom are independent directors. At the time of
the transactions with Jackson Roscoe Motorsports, LLC and Stillwater Capital
Advisors, LLC, we lacked sufficient disinterested independent directors to
ratify these transactions. We intend to add additional members to our Board of
Directors following the closing of this offering. Five of these members have
been identified in this prospectus on pages 49 through 51. All of the members
identified, except Arnold G. Busse, would qualify as independent directors. We
intend to maintain at least two independent directors on our Board. All future
material affiliated transactions and loans will be made or entered into on terms
that are no less favorable to us than those that can be obtained from
unaffiliated third parties. Additionally, all future material affiliated
transactions, and any forgiveness of loans, will be approved by a majority of
our independent directors who do not have an interest in the transactions and
who had access, at our expense, to our legal counsel or independent legal
counsel.
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
No established public trading market exists for our securities. Jackson Roscoe
Motorsports, LLC is our sole shareholder. To date, no dividends have been
declared on our common stock.
LEGAL MATTERS
The validity, authorization and issuance of the shares of our common stock
offered hereby will be passed upon for FanZ Enterprises, Inc. by Benesch,
Friedlander, Coplan & Aronoff, LLP of Cleveland, Ohio.
EXPERTS
The consolidated financial statements of FanZ Enterprises and Subsidiaries
included in this prospectus and in the registration statement have been audited
by BDO Seidman, LLP, independent certified public accountants, to the extent and
for the period (from October 20, 2000 (inception) to January 31, 2001) set forth
in their report (which contains an explanatory paragraph regarding the Company's
ability to continue as a going concern) appearing elsewhere
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herein, and are included in reliance upon such report given upon the authority
of said firm as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES
Our Certificate of Incorporation provides that we will indemnify our officers
and directors to the fullest extent permitted by the Delaware General
Corporation Law ("DGCL"). Our Certificate of Incorporation provides that we will
indemnify and hold harmless each person who was or is threatened to be made a
party to or is otherwise involved in any threatened proceedings by reason of the
fact that he or she is or was a director or officer of our company or is or was
serving at our request as an officer, director, partner, trustee, employee, or
agent of another entity, against all losses, claims, damages, liabilities and
expenses actually and reasonably incurred or suffered in connection with such
proceeding.
Insofar as indemnification for liabilities arising under the Securities Act, as
amended, may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
officer, director or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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INDEX TO FINANCIAL STATEMENTS
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
CONTENTS
Report of Independent Certified Public Accountants
F-2
Audited Financial Statements for the period from October 20,
2000 (Inception) to January 31, 2001:
Balance sheet
F-3
Statement of loss
F-4
Statement of stockholders' deficit
F-5
Statement of cash flow
F-6
Summary of significant accounting policies
F-7-9
Notes to financial statements
F-10-13
Unaudited Financial Statements for the three months ended
April 30, 2001:
Balance sheets
F-15
Statements of loss
F-16
Statements of stockholders' equity (deficit)
F-17
Statements of cash flow
F-18
Summary of significant accounting policies
F-19-21
Notes to financial statements
F-22-25
73
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Directors
FanZ Enterprises, Inc.
We have audited the accompanying balance sheet of FanZ Enterprises, Inc. ( a
development stage company) as of January 31, 2001, and the related statements of
loss, stockholder's deficit and cash flow for the period from October 20, 2000
(inception) to January 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of FanZ Enterprises, Inc. as of
January 31, 2001, and the results of its operations and cash flows for the
period from October 20, 2000 (inception) to January 31, 2001 in conformity with
accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company's dependence on raising equity, its lack of working
capital and income sources as well as the inherent risks associated with a
start-up business raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans concerning these matters are
also described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ BDO Seidman LLP
Atlanta, Georgia
February 26, 2001
F-2
74
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
JANUARY 31, 2001
ASSETS
CURRENT:
Cash
$ 50,100
Deferred offering
costs...................................................................
95,935
------------
TOTAL
ASSETS..........................................................................
....... $ 146,035
===========
LIABILITIES AND STOCKHOLDER'S DEFICIT
CURRENT:
Accrued
expenses........................................................................
.. $ 160,910
-----------
TOTAL
LIABILITIES.....................................................................
....... 160,910
-----------
Commitments
STOCKHOLDER'S DEFICIT
Common stock, $.01 par value - 20,000,000 shares authorized;
10,000,000 issued and outstanding (Note
4).............................................. 100,000
Additional paid-in capital (Note 4)
...................................................... (49,900)
Accumulated deficit during the development
stage.......................................... (64,975)
-------------
TOTAL STOCKHOLDER'S
DEFICIT..................................................................
(14,875)
------------
$ 146,035
============
See accompanying summary of accounting polices and notes to financial
statements.
F-3
75
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF LOSS
PERIOD FROM OCTOBER 20, 2000 (INCEPTION) TO JANUARY 31, 2001
Revenues........................................................................
.................. $ -
General and administrative
expenses...............................................................
64,975
------------
Net
loss............................................................................
.............. $ (64,975)
=============
Basic and diluted loss per share (Note
4)......................................................... $ (0.01)
============
Basic and diluted weighted average shares outstanding (Note
4).................................... 10,000,000
============
See accompanying summary of accounting polices and notes to financial
statements.
F-4
76
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF STOCKHOLDERS' DEFICIT
PERIOD FROM OCTOBER 20, 2000 (INCEPTION) TO JANUARY 31, 2001
Accumulated
Common Stock
Deficit
-------------------------------
Additional During the
Paid-In Development
Shares Amount
Capital Stage Total
--------------- --------------
- -------------- ----------------- --------------
BALANCE AT OCTOBER 20, 2000 - $ -
$ - $ - $ -
Net loss - -
- (64,975) (64,975)
Issuance of common stock 100 1
99 - 100
Capital contribution - -
50,000 - 50,000
100,000 for 1 stock split (Note 4) 9,999,900 99,999
(99,999) - -
----------- -----------
---------- ---------- -----------
BALANCE AT JANUARY 31, 2001 10,000,000 $ 100,000
$(49,900) $ (64,975) $ (14,875)
=========== ===========
============ =========== ===========
See accompanying summary of accounting polices and notes to financial
statements.
F-5
77
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENT OF CASH FLOW
PERIOD FROM OCTOBER 20, 2000 (INCEPTION) TO JANUARY 31, 2001
OPERATING ACTIVITIES
Net loss................................................... $ (64,975)
Adjustment to reconcile net loss to cash used in
Operating activities:
Change in current assets and liabilities:
Deferred offering costs.............................. (95,935)
Accrued expenses..................................... 160,910
------------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES -
------------
FINANCING ACTIVITY
Proceeds from the issuance of stock........................ 50,100
------------
NET INCREASE IN CASH.......................................... 50,100
CASH, BEGINNING OF PERIOD..................................... -
------------
CASH, END OF PERIOD........................................... $ 50,100
============
See accompanying summary of accounting polices and notes to financial
statements.
F-6
78
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BUSINESS
FanZ Enterprises, Inc. (a development stage company) (the "Company") is a
Delaware corporation which was formed on October 20, 2000 for the purpose of
controlling and managing a multi-car professional motorsports operation that
will participate in NASCAR sanctioned events. The Company has selected a January
31 year end. The Company has two wholly-owned subsidiaries, also development
stage companies. FanZ Racing, Inc. will own and manage the racing operations
while FanZ Merchandising, Inc. will own, manage, market and distribute all of
the related merchandise for the racing operations. As of January 31, 2001, there
were no transactions in either subsidiary and there were no intercompany
accounts to eliminate.
The Company is in the development stage and its activities to date have been
limited to organizational activities including developing and implementing its
business plan, hiring personnel, establishing business strategies and
formulating a strategy to raise equity.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash approximate fair value because of the short-term
nature of this item.
REVENUE RECOGNITION
Revenues are expected to be generated from a number of sources including
sponsorships, race purse winnings, race bonus opportunities and merchandise
sales. It is expected that sponsorship revenue will be recognized over the
period of the sponsorship agreement; race purse winnings and bonuses will be
recognized when receipt is assured; and merchandise sales will be recognized
upon shipment, less returns and allowances.
STOCK-BASED COMPENSATION
The Company plans to account for its stock option awards to employees and
directors under the intrinsic value based method of accounting prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). Under the intrinsic value based method, compensation cost
is the excess, if any, of the quoted market price of the stock at grant date or
other measurement date over the amount the employee must pay to acquire the
stock. The Company plans to adopt the disclosure provisions of SFAS
123,"Accounting for Stock-Based Compensation" ("SFAS 123") and disclose the pro
forma amounts of net income (loss) as if the fair value based method of
accounting had been applied.
For options awarded to all others, compensation will be recognized for the fair
value of options granted in accordance with SFAS 123 and related
interpretations.
F-7
79
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INCOME TAXES
Deferred tax assets and liabilities are recorded for the expected future tax
consequences of temporary differences between the tax basis of assets and
liabilities. Deferred tax assets of approximately $26,000 related primarily to
non-deductible accruals have been offset by a valuation reserve since the
utilization of this asset cannot be assured.
LOSS PER SHARE
Basic and diluted loss per share was computed in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings Per Share." Basic loss per
share is computed by dividing the net loss available to common shareholders
(numerator) by the weighted average number of common shares outstanding
(denominator) during the period and excludes the effects of potentially dilutive
common shares. Diluted net loss per share gives effect to all potentially
dilutive common shares outstanding during a period. There were no potentially
dilutive common shares outstanding on January 31, 2001, thus basic and dilutive
loss per share are the same for the period presented.
WEB SITE DEVELOPMENT COSTS
Subsequent to January 31, 2001, the Company began development of its web site
which will be utilized to promote the Company's racing and merchandising
operations. During 2000, the Emerging Issues Task Force ("EITF") issued EITF
00-2, Accounting for Web Site Development Costs. This EITF specifies how an
entity should account for costs incurred to develop a web site.
Costs incurred in the planning stage, regardless of whether the web site
planning activities specifically relate to software, should be expensed as
incurred. Costs incurred in the planning stage include such activities as
identification of the specific goals of the web site, identification of the
target audience, determination of the functionalities, identification of
necessary hardware, identification of necessary web application and
conceptualization of graphics and content, among other things.
Costs incurred in the web site application and infrastructure development stage
and costs incurred to develop graphics should be accounted for in accordance
with Statement of Position ("SOP") 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use if the web site is expected to
be utilized for internal use. Since this is the Company's intent, the
application of SOP 98-1 is appropriate. This statement, in general, requires the
capitalization of costs of developing software for internal use once the
preliminary project stage is completed and prior to the point at which the
project is substantially complete and ready for its intended use. Fees incurred
for web site hosting, which involves the payment of a specific, periodic fee to
an internet service provider in return for hosing the web site, generally would
be expensed over the period of benefit.
Costs incurred during the operating stage including training, administration,
maintenance and other costs to operate an existing web site should be expensed
as incurred. However, costs that provide additional functions or features to the
web site should be accounted for in accordance with SOP 98-1
F-8
80
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
which requires that certain costs relating to such upgrades be capitalized if it
is probable that they will result in added functionality.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
F-9
81
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. This basis of accounting contemplates the
recovery of the Company's assets and the satisfaction of liabilities in the
normal course of business. Since its inception on October 20, 2000, the Company
has been involved in organizational activities. The Company's ultimate ability
to attain profitable operations is dependent upon its obtaining adequate
capitalization to complete its development activities and implementation of its
business plan. The Company has filed a registration statement on Form SB-2 with
the Securities and Exchange Commission which would offer outside investors up to
2,500,000 common shares in a direct participation offering. Monies raised from
this offering will be held in escrow until a minimum of 1,000,000 shares are
sold. There can be no assurances as to if and when this registration statement
may become effective or what the ultimate net proceeds from such an offering
might be.
As a result of the foregoing, these circumstances raise substantial doubt about
the Company's ability to continue as a going concern. These financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
2. DEFERRED OFFERING COSTS
Deferred offering costs consist of professional fees incurred through January
31, 2001 that are directly related to the public offering described more fully
in Note 4. If the public offering is successful, these costs will be offset
against the proceeds in stockholders' equity. If the public offering is not
successful, these costs will be expensed in full upon that determination.
3. ACCRUED EXPENSES
Accrued expenses as of January 31, 2001 consist of consulting services of
$62,500 (See Note 5) and professional fees of $98,410.
4. STOCKHOLDER'S DEFICIT
ISSUANCE OF COMMON STOCK
On October 20, 2000, the Company issued 100 shares of its $.01 par value stock
to Jackson Roscoe Motorsports, LLC (the "sole stockholder" or the "parent"). The
sole stockholder is owned in its entirety by two directors of the Company. As
consideration for the shares issued, the Company received $1 per share. On
December 18, 2000, the Company received additional consideration for these
shares in the amount of $50,000. Subsequent to January 31, 2001, the Company
received another $50,000 capital contribution from its sole stockholder in the
form of a $450,000 note receivable, $50,000 of which related to this capital
contribution and the remainder of which related to the issuance of preferred
stock. This portion of the Note was satisfied in cash on February 16, 2001.
F-10
82
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
Subsequent to January 31, 2001, the Company increased its authorization of
Common Stock to 20,000,000 shares and affected a 100,000 to 1 split. All share
and per share data have been retroactively adjusted to reflect this split. In
the retroactive presentation, additional paid-in capital as adjusted for the
split resulted in a negative balance in this account; however, when the split
actually occurred subsequent to January 31, 2001, the Company had adequate
capital to absorb the effects of the transaction.
PREFERRED STOCK
Subsequent to January 31, 2001, the Company authorized and issued to its sole
stockholder ten thousand (10,000) shares of 10% Cumulative Preferred Stock (the
"Preferred Stock") at $40.00 per share. The par value was $0.01 per share. The
parent, as holder of the shares, is entitled to receive, at the discretion of
the independent Board of Directors, cumulative dividends at the annual rate of
10% ($4.00 maximum) per share, in priority over any dividends payable upon any
of the Common Stock. As consideration, the Company received a $450,000 note
receivable from the sole stockholder, $400,000 of which served as consideration
for the preferred stock while the remainder related to an additional capital
contribution in regards to common stock previously issued. This note was
satisfied in cash in a series of payments beginning on February 16, 2001. (See
Note 11).
In the event of any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Company, the holders of Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the Company that
are available for distribution, an amount in cash equal to $60 per share
outstanding, plus an amount in cash equal to all accrued but unpaid dividends
thereon to the date fixed for liquidation. If the assets of the Company are not
sufficient for this, then the holders of the Preferred Stock shall share ratably
in the distribution of assets.
The Company may redeem the Preferred Stock at any time six months after the
closing of a Qualified Public Offering ("public offering"), in whole or from
time to time, at a redemption price of $60 per share (the "redemption amount").
(See Note 11). A Qualified Public Offering in this case is defined as a public
offering registered under the Securities Act of 1933 which ultimately results in
gross proceeds to the Company of at least $10,000,000. The holders of the
Preferred Stock will only be entitled to receive the redemption amount, and not
the amount of any accrued and unpaid dividends.
5. RELATED PARTY TRANSACTION
Effective January 1, 2001, the Company entered into a 12 month agreement for
consulting services with Stillwater Capital Advisors, LLC, a company partially
owned by the shareholders of the parent company. The amount accrued at January
31, 2001 under this agreement was $62,500. The Company is contractually
obligated to Stillwater Capital Advisors, LLC for an additional $437,500. (See
Note 11). The Company believes the terms of this agreement to be at arm's
length. See Notes 4, 6 and 7 for description of additional related party
transactions.
F-11
83
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
6. COMMITMENTS
Subsequent to January 31, 2001, the Company entered into a letter of intent to
lease land and property to be used as its principal place of business for annual
rent of approximately $60,000 under a lease term of one year with an option to
renew for three consecutive periods of one year each. The lessor is a consultant
to the Company's parent and the commencement of this lease is contingent upon
the Company's closing of its public offering.
The Company has oral agreements with third party service providers such that if
the public offering is successful, additional fees of $125,000 will be remitted.
7. STOCK OPTIONS
Subsequent to January 31, 2001, the Company adopted two stock option plans: the
2001 Stock Option Plan (the "Plan") and the 2001 Non-Employee Director Stock
Option Plan (the "Non-Employee Plan"). Under the terms of the Plan, a maximum of
9% of the number of outstanding shares of the Company's Common Stock, after
giving effect to the close of Company's public offering, may be granted to its
officers, key employees and consultants. Options granted under this Plan may be
(a) Incentive Stock Options, (b) Non-Qualified Stock Options or (c) a
combination of the foregoing. No Incentive Stock Options may be granted to a
person who is not an employee. The option price per share of any stock option
granted under the Plan shall not be less than the fair market value of the
Common Stock at the date of the grant. In the case of an Incentive Stock Option
grant, the option price per share shall not be less than 110% of the fair market
value of the shares at the date of grant should that employee hold more than 10%
of the total combined voting power of all classes of stock of the Company, its
parent or subsidiaries at the grant date. The options shall be exercisable for a
term of not more than five years.
Under the terms of the Non-Employee Plan, options may be granted equal to a
maximum of 1% of the number of outstanding shares of the Company's Common Stock,
after giving effect to the close of Company's public offering. The option price
shall be the fair market value at the date of grant, and shall be exercisable
for a term of not more than five years.
Subsequent to January 31, 2001, the Company granted 500,000 options to a
consultant, expected to become the Company's Chief Financial Officer, at an
exercise price of $3.00 per share of which 250,000 vest on the grant date and
the remaining vest over a four year period commencing on the first anniversary
of the grant date. In accordance with FAS 123 and related interpretations,
compensation expense for the fair value of these options will be recognized over
the period in which these options are earned. The fair value approach for
valuing stock options was determined using the Black-Scholes option pricing
model given the following assumptions: risk free interest rate of 5.53%;
expected option life of 4 years; and no dividend yield or volatility. Assuming a
fair market value of $10 per share (the projected selling price of shares in the
aforementioned public offering), the Company, therefore, expects to incur
approximately $3,800,000 of non-cash compensation expense in the future. It is
expected that $1,900,000 will be recognized when the options are granted while
the remaining will be recognized over the four year period from the grant date.
The fair value approach to the valuation of these options requires that the
unvested shares be "marked to market" at the end of each reporting period. As
such, if the fair value of the options change in the future, then related
current and
F-12
84
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
future non-cash compensation expense will change accordingly. When and if the
consultant becomes an employee, a new measurement date will be required
resulting in a remeasurement of the value of the unearned options using the
intrinsic value method. This grant is separate and distinct from either of the
stock option plans described above.
8. EMPLOYMENT AGREEMENTS
The Company and its parent are committed to an employment agreement and certain
consulting contracts to multiple key individuals. All were executed subsequent
to January 31, 2001 and the employment agreement requires the close of the
Company's public offering to become effective.
9. SEGMENT INFORMATION
The Company plans to adopt SFAS 131, which establishes standards for the way
that public business enterprises report information about operating segments in
their financial statements. The standard defines operating segments as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance.
The Company expects that it will have two reportable segments: the racing
segment which will operate the race teams and the merchandising segment, when
established, will own, manage, market and distribute related merchandise.
10. CONCENTRATION OF CREDIT RISK
Financial instruments, which potentially subject the Company to concentration of
credit risk, consist primarily of cash. The Company's cash at January 31, 2001
was not deposited at a financial institution, therefore it was not FDIC insured
at that time. The Company has subsequently opened a bank account at a high
quality financial institution.
11. EVENTS (UNAUDITED) SUBSEQUENT TO DATE OF REPORT
The $450,000 note receivable referred to in Note 4 was satisfied in a series of
cash payments beginning on February 16, 2001 and ending on June 14, 2001 and
the redemption features were changed in July, 2001 such that the share will
only be redeemable, in whole, upon the fourth anniversary of the completion
of the public offering. However, a small percentage of these shares may be
redeemed on a quarterly basis beginning on the second anniversary of the
completion of the public offering.
Additionally, the agreement for consulting services described in Note 5 was
decreased from $750,000 to $500,000 in July, 2001.
F-13
85
FanZ Enterprises, Inc.
(a development stage company)
Unaudited
Financial Statements
Three Months Ended April 30, 2001
F-14
86
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEETS
April 30, January 31,
2001 2001
------------------- -------------------
(unaudited)
Assets
CURRENT:
Cash...........................................................................
$ 91,072 $ 50,100
Note
receivable................................................................
150,000 -
Advance to
parent..............................................................
2,500 -
Deferred offering
costs........................................................
173,335 95,935
------------ ------------
TOTAL CURRENT
ASSETS..............................................................
416,907 146,035
----------- -----------
WEBSITE DEVELOPMENT COSTS
13,000 -
------------ ------------
$ 429,907 $ 146,035
============ ============
Liabilities and Stockholder's Equity (Deficit)
CURRENT:
Accrued
expenses............................................................... $
272,993 $ 160,910
----------- ------------
TOTAL
LIABILITIES.................................................................
272,993 160,910
----------- -----------
COMMITMENTS
STOCKHOLDER'S (EQUITY) DEFICIT
Preferred stock, $.01 par value - 10,000 shares authorized,
10,000 shares issued and
outstanding......................................... 100
-
Common stock, $.01 par value - 20,000,000 shares authorized;
10,000,000 issued and outstanding (Note
4)................................... 100,000 100,000
Additional paid-in
capital..................................................... 2,464,919
(49,900)
Accumulated deficit during the development
stage............................... (2,408,105) (64,975)
------------ ------------
TOTAL STOCKHOLDER'S EQUITY
(DEFICIT).............................................. 156,914
(14,875)
------------ ------------
$ 429,907 $ 146,035
============ ============
See accompanying summary of accounting polices and notes to unaudited financial
statements.
F-15
87
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF LOSS
(UNAUDITED)
Period from October
Three months ended 20, 2000 (inception)
April 30, 2001 to April 30, 2001
-------------------- ----------------------
Revenues........................................................................
$ - $ -
Selling, general and administrative expenses....................................
2,343,130 2,408,105
-------------- ---------------
Net loss........................................................................
$ (2,343,130) $ (2,408,105)
============== ===============
Basic and diluted loss per common share (Note 4)................................
$ (0.23)
==============
Basic and diluted weighted average common shares
Outstanding (Note 4).........................................................
10,000,000
==============
See accompanying summary of accounting polices and notes to unaudited financial
statements.
F-16
88
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF STOCKHOLDER'S EQUITY (DEFICIT)
PERIOD FROM OCTOBER 20, 2000 (INCEPTION) TO APRIL 30, 2001
Accumulated
Deficit
Common Stock Preferred Stock
Additional During the
---------------------------
- ---------------------------- Paid-in Development
Shares Amount Shares Amount
Capital Stage Total
------------- ------------- --------------
- ------------- ------------- ------------------ -------------
BALANCE AT
OCTOBER 20, 2000 -- $ -- -- $ --
$ -- $ -- $ --
Net loss -- -- -- --
-- (64,975) (64,975)
Issuance of common
Stock 100 1 -- --
99 -- 100
Capital contribution -- -- -- --
50,000 -- 50,000
100,000 for 1 stock
split (Note 4) 9,999,900 99,999 -- --
(99,999) -- --
----------- ----------- ----------- -----------
----------- ----------- -----------
BALANCE AT
JANUARY 31, 2001 10,000,000 100,000 -- --
(49,900) (64,975) (14,875)
Net loss -- -- -- --
-- (2,343,130) (2,343,130)
Stock option grant -- -- -- --
2,064,919 -- 2,064,919
Additional capital
Contribution for
Previously issued
common stock -- -- -- --
50,000 -- 50,000
Issuance of
preferred Stock -- -- 10,000 100
399,900 -- 400,000
----------- ----------- ----------- -----------
----------- ----------- -----------
BALANCE AT
APRIL 30, 2001
(UNAUDITED) 10,000,000 $ 100,000 10,000 $ 100
$ 2,464,919 $(2,408,105) $ 156,914
=========== =========== =========== ===========
=========== =========== ===========
See accompanying summary of accounting polices and notes to unaudited financial
statements.
F-17
89
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOW
Period from
October 20, 2000
Three Months (inception) to
Ended April 30, April 30, 2001
2001
------------------ -------------------
OPERATING ACTIVITIES
Net loss.....................................................................
$ (2,343,130) $ (2,408,105)
Adjustment to reconcile net loss to cash used in
Operating activities:
Non-cash compensation expense..............................................
2,064,919 2,064,919
Change in current assets and liabilities:
Advance to parent......................................................
(2,500) (2,500)
Deferred offering costs................................................
(77,400) (173,335)
Accrued expenses.......................................................
112,083 272,993
------------ -------------
NET CASH USED IN OPERATING ACTIVITIES
(246,028) (246,028)
------------ -------------
INVESTING ACTIVITY
Web site development costs................................................
(13,000) (13,000)
------------ -------------
FINANCING ACTIVITY
Proceeds from the issuance of stock..........................................
300,000 350,100
------------ ----------------
NET INCREASE IN CASH............................................................
40,972 91,072
CASH, BEGINNING OF PERIOD.......................................................
50,100 -
------------ -------------
CASH, END OF PERIOD.............................................................
$ 91,072 $ 91,072
============ =============
SUPPLEMENTAL NONCASH FINANCING INFORMATION
Notes receivable, net, of $150,000 were obtained in connection with the
issuance of common and preferred stock.
See accompanying summary of accounting polices and notes to unaudited financial
statements.
F-18
90
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION AND BUSINESS
FanZ Enterprises, Inc. (a development stage company) (the "Company") is a
Delaware corporation which was formed on October 20, 2000 for the purpose of
controlling and managing a multi-car professional motorsports operation that
will participate in NASCAR sanctioned events. The Company has selected a January
31st year end. The Company has two wholly-owned subsidiaries, also development
stage companies. FanZ Racing, Inc. will own and manage the racing operations
while FanZ Merchandising, Inc. will own, manage, market and distribute all of
the related merchandise for the racing operations. As of April 30, 2001, all
material intercompany accounts were eliminated.
The Company is in the development stage and its activities to date have been
limited to organizational activities including developing and implementing its
business plan, hiring personnel, establishing business strategies and
formulating a strategy to raise equity.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of cash and notes receivable approximate fair value because
of the short-term nature of these items.
REVENUE RECOGNITION
Revenues are expected to be generated from a number of sources including
sponsorships, race purse winnings, race bonus opportunities and merchandise
sales. It is expected that sponsorship revenue will be recognized over the
period of the sponsorship agreement; race purse winnings and bonuses will be
recognized when receipt is assured; and merchandise sales will be recognized
upon shipment, less returns and allowances.
STOCK-BASED COMPENSATION
The Company plans to account for its stock option awards to employees and
directors under the intrinsic value based method of accounting prescribed by
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees" ("APB 25"). Under the intrinsic value based method, compensation cost
is the excess, if any, of the quoted market price of the stock at grant date or
other measurement date over the amount the employee must pay to acquire the
stock. The Company plans to adopt the disclosure provisions of SFAS
123,"Accounting for Stock-Based Compensation" ("SFAS 123") and disclose the pro
forma amounts of net income (loss) as if the fair value based method of
accounting had been applied.
For options awarded to all others, compensation is recognized for the fair value
of options granted in accordance with SFAS 123 and related interpretations.
F-19
91
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
INCOME TAXES
Deferred tax assets and liabilities are recorded for the expected future tax
consequences of temporary differences between the tax basis of assets and
liabilities. Deferred tax assets of approximately $947,000 related primarily to
net operating losses and non-deductible accruals have been offset by a valuation
reserve since the utilization of this asset cannot be assured.
LOSS PER SHARE
Basic and diluted loss per common share was computed in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings Per Share." Basic
loss per common share is computed by dividing the net loss available to common
shareholders (numerator) by the weighted average number of common shares
outstanding (denominator) during the period and excludes the effects of
potentially dilutive common shares. Diluted net loss per common share gives
effect to all potentially dilutive common shares outstanding during a period.
There were no potentially dilutive common shares outstanding on April 30, 2001,
thus basic and dilutive loss per common share are the same for the period
presented.
WEB SITE DEVELOPMENT COSTS
During the three months ended April 30, 2001, the Company began development of
its web site which will be utilized to promote the Company's racing and
merchandising operations. During 2000, the Emerging Issues Task Force ("EITF")
issued EITF 00-2, Accounting for Web Site Development Costs. This EITF specifies
how an entity should account for costs incurred to develop a web site.
Costs incurred in the planning stage, regardless of whether the web site
planning activities specifically relate to software, are expensed as incurred.
Costs incurred in the planning stage include such activities as identification
of the specific goals of the web site, identification of the target audience,
determination of the functionalities, identification of necessary hardware,
identification of necessary web application and conceptualization of graphics
and content, among other things.
Costs incurred in the web site application and infrastructure development stage
and costs incurred to develop graphics are accounted for in accordance with
Statement of Position ("SOP") 98-1, Accounting for the Costs of Computer
Software Developed or Obtained for Internal Use if the web site is expected to
be utilized for internal use. Since this is the Company's intent, the
application of SOP 98-1 is appropriate. This statement, in general, requires the
capitalization of costs of developing software for internal use once the
preliminary project stage is completed and prior to the point at which the
project is substantially complete and ready for its intended use. Fees incurred
for web site hosting, which involves the payment of a specific, periodic fee to
an internet service provider in return for hosing the web site, generally are
expensed over the period of benefit.
F-20
92
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Costs incurred during the operating stage including training, administration,
maintenance and other costs to operate an existing web site are expensed as
incurred. However, costs that provide additional functions or features to the
web site are accounted for in accordance with SOP 98-1 which requires that
certain costs relating to such upgrades be capitalized if it is probable that
they will result in added functionality.
In accordance with the above policy, the Company has capitalized $13,000 in web
site development costs for the three months ended April 30, 2001.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
UNAUDITED INTERIM FINANCIAL STATEMENTS
The financial statements included herein have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission. The balance
sheet as of April 30, 2001; the statements of loss for the three months ended
April 30, 2001 and for the period from October 20, 2000 (inception) to April 30,
2001; the statements of stockholder's equity (deficit) for the period from
October 20, 2000 (inception) to April 30, 2001 and the statements of cash flows
for the three months ended April 30, 2001 and for the period from October 20,
2000 (inception) to April 30, 2001, have been prepared without audit. The
balance sheet as of January 31, 2001 has been audited by independent certified
public accountants. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures herein are
adequate to make the information presented not misleading. It is suggested that
these financial statements and related notes be read in conjunction with the
financial statements and notes thereto for the period from October 20, 2000
(inception) to January 31, 2001 included in this document.
In the opinion of the Company, the statements for the unaudited interim periods
presented included all adjustments that were of a normal recurring nature
necessary to present a fair statement of the financial condition and results of
operations for such interim periods. The results of operations for the interim
periods presented are not necessarily indicative of the results of operations
for the entire year.
F-21
93
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. This basis of accounting contemplates the
recovery of the Company's assets and the satisfaction of liabilities in the
normal course of business. Since its inception on October 20, 2000, the Company
has been involved in organizational activities. The Company's ultimate ability
to attain profitable operations is dependent upon its obtaining adequate
capitalization to complete its development activities and implementation of its
business plan. The Company has filed a registration statement on Form SB-2 with
the Securities and Exchange Commission which would offer outside investors up to
2,500,000 common shares in a direct participation offering. Monies raised from
this offering will be held in escrow until a minimum of 1,000,000 shares are
sold. There can be no assurances as to if and when this registration statement
may become effective or what the ultimate net proceeds from such an offering
might be.
As a result of the foregoing, these circumstances raise substantial doubt about
the Company's ability to continue as a going concern. These financial statements
do not include any adjustments that might result from the outcome of this
uncertainty.
2. DEFERRED OFFERING COSTS
Deferred offering costs consist of professional, registration and filing fees
incurred through April 30, 2001 that are directly related to the public offering
described more fully in Note 4. If the public offering is successful, these
costs will be offset against the proceeds in stockholders' equity. If the public
offering is not successful, these costs will be expensed in full upon that
determination.
3. ACCRUED EXPENSES
Accrued expenses as of April 30, 2001 primarily consist of consulting services
of $250,000 (See Note 5) and professional fees of $20,000.
4. STOCKHOLDER'S EQUITY (DEFICIT)
ISSUANCE OF COMMON STOCK
On October 20, 2000, the Company issued 100 shares of its $.01 par value stock
to Jackson Roscoe Motorsports, LLC (the "sole stockholder" or the "parent"). The
sole stockholder is owned in its entirety by two directors of the Company. As
consideration for the shares issued, the Company received $1 per share. On
December 18, 2000, the Company received additional consideration for these
shares in the amount of $50,000. During the three months ended April 30, 2001,
the Company received another $50,000 capital contribution from its sole
stockholder in the form of a $450,000 note receivable, $50,000 of which related
to this capital contribution and the remainder of which related to issuance of
preferred stock. This portion of the Note was satisfied in cash on February 16,
2001.
F-22
94
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
During the three months ended April 30, 2001, the Company increased its
authorization of common stock to 20,000,000 shares and affected a 100,000 to 1
split on May 15, 2001. All share and per share data have been retroactively
adjusted to reflect this split.
PREFERRED STOCK
During the three months ended April 30, 2001, the company authorized and issued
to its sole stockholder ten thousand (10,000) shares of 10% Cumulative Preferred
Stock (the "Preferred Stock") at $40.00 per share. The par value was $0.01 per
share. The parent, as holder of the shares, is entitled to receive, at the
discretion of the independent Board of Directors, cumulative dividends at the
annual rate of 10% ($4.00 maximum) per share, in priority over any dividends
payable upon any of the Common Stock. As consideration, the Company received a
$450,000 note receivable from the sole stockholder, $400,000 of which served as
consideration for the preferred stock while the remainder related to an
additional capital contribution in regards to common stock previously issued.
This note was satisfied in cash in a series of payments beginning on February
16, 2001 and ending June 14, 2001.
In the event of any voluntary or involuntary liquidation, dissolution or winding
up of the affairs of the Company, the holders of Preferred Stock then
outstanding shall be entitled to be paid out of the assets of the Company that
are available for distribution, an amount in cash equal to $60 per share
outstanding, plus an amount in cash equal to all accrued but unpaid dividends
thereon to the date fixed for liquidation. If the assets of the Company are not
sufficient for this, then the holders of the Preferred Stock shall share ratably
in the distribution of assets.
The Company may redeem the Preferred Stock, in whole, upon the fourth
anniversary of the completion of a Qualified Public Offering ("public
offering"). However, a small percentage of these shares may be redeemed on a
quarterly basis beginning on the second anniversary of the completion of the
public offering. The redemption price is $60 per share (the "redemption
amount"). A "Qualified Public Offering" in this case is defined as a public
offering registered under the Securities Act of 1933 which ultimately results
in gross proceeds to the Company of at least $10,000,000. The holders of the
Preferred Stock will only be entitled to receive the redemption amount, and not
the amount of any accrued and unpaid dividends.
5. RELATED PARTY TRANSACTION
Effective January 1, 2001, the Company entered into a 12 month agreement for
consulting services with Stillwater Capital Advisors, LLC, a company partially
owned by the shareholders of the parent company. The amount accrued at April 30,
2001 under this agreement was $250,000. The Company is contractually obligated
to Stillwater Capital Advisors, LLC for an additional $250,000. The Company
believes the terms of this agreement to be at arm's length. See Notes 4, 6 and 7
for description of additional related party transactions.
F-23
95
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
6. COMMITMENTS
During the three months ended April 30, 2001, the Company entered into a letter
of intent to lease land and property to be used as its principal place of
business for annual rent of approximately $60,000 under a lease term of one year
with an option to renew for three consecutive periods of one year each. The
lessor is a consultant to the Company's parent and the commencement of this
lease is contingent upon the Company's closing of its public offering.
The Company has oral agreements with third party service providers such that if
the public offering is successful, additional fees of $125,000 will be remitted.
7. STOCK OPTIONS
During the three months ended April 30, 2001, the company adopted two stock
option plans: the 2001 Stock Option Plan (the "Plan") and the 2001 Non-Employee
Director Stock Option Plan (the "Non-Employee Plan"). Under the terms of the
Plan, a maximum of 9% of the number of outstanding shares of the Company's
Common Stock, after giving effect to the close of Company's public offering, may
be granted to its officers, key employees and consultants. Options granted under
this Plan may be (a) Incentive Stock Options, (b) Non-Qualified Stock Options or
(c) a combination of the foregoing. No Incentive Stock Options may be granted to
a person who is not an employee. The option price per share of any stock option
granted under the Plan shall not be less than the fair market value of the
Common Stock at the date of the grant. In the case of an Incentive Stock Option
grant, the option price per share shall not be less than 110% of the fair market
value of the shares at the date of grant should that employee hold more than 10%
of the total combined voting power of all classes of stock of the Company, its
parent or subsidiaries at the grant date. The options shall be exercisable for a
term of not more than five years.
Under the terms of the Non-Employee Plan, options may be granted equal to a
maximum of 1% of the number of outstanding shares of the Company's Common Stock,
after giving effect to the close of Company's public offering. The option price
shall be the fair market value at the date of grant, and shall be exercisable
for a term of not more than five years.
During the three months ended April 30, 2001, the Company granted 500,000
options to a consultant, expected to become the Company's Chief Financial
Officer, at an exercise price of $3.00 per share of which 250,000 vest on the
grant date and the remaining vest over a four year period commencing on the
first anniversary of the grant date. In accordance with FAS 123 and related
interpretations, compensation expense for the fair value of these options will
be recognized over the period in which these options are earned. The fair value
approach for valuing stock options was determined using the Black-Scholes option
pricing model given the following assumptions: risk free interest rate of 5.53%;
expected option life of 4 years; and no dividend yield or volatility. Assuming a
fair market value of $10 per share (the projected selling price of shares in the
aforementioned public offering), the Company, therefore, incurred $2,064,919 of
non-cash compensation expense during the three months ended April 30, 2001 and
is expected to incur approximately $1,735,000 in future periods. It is expected
that future amounts will be recognized over the four year period from the grant
date. The fair value approach to the valuation of these options requires that
the unvested shares be "marked to
F-24
96
FANZ ENTERPRISES, INC.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS
market" at the end of each reporting period. As such, if the fair value of the
options change in the future, then related current and future non-cash
compensation expense will change accordingly. When and if the consultant becomes
an employee, a new measurement date will be required resulting in a
remeasurement of the value of the unearned options using the intrinsic value
method. This grant is separate and distinct from either of the stock option
plans described above.
8. EMPLOYMENT AGREEMENTS
The Company and its parent are committed to an employment agreement and certain
consulting contracts to multiple key individuals. All were executed during the
three months ended April 30, 2001 and the employment agreement requires the
close of the Company's public offering to become effective.
9. SEGMENT INFORMATION
The Company plans to adopt SFAS 131, which establishes standards for the way
that public business enterprises report information about operating segments in
their financial statements. The standard defines operating segments as
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and in assessing performance.
The Company expects that it will have two reportable segments: the racing
segment which will operate the race teams and the merchandising segment, when
established, will own, manage, market and distribute related merchandise.
10. CONCENTRATION OF CREDIT RISK
Financial instruments, which potentially subject the Company to concentration of
credit risk, consist primarily of cash and notes receivable. The Company's cash
is deposited in a high quality FDIC insured financial institution, limiting the
Company's exposure to credit risk. The notes receivable are with the Company's
parent and have been substantially satisfied in due course.
F-25
97
PART II--INFORMATION NOT REQUIRED IN PROSPECTUS
Item 24. Indemnification Of Directors And Officers
Our Restated Certificate of Incorporation provides that the liability of our
directors shall be eliminated or limited to the fullest extent permitted by the
DGCL. Under the DGCL, the directors have a fiduciary duty to us which is not
eliminated by this provision of our Restated Certificate of Incorporation and,
in appropriate circumstances, equitable remedies such as injunctive or other
forms of non-monetary relief will remain available.
Section 145 of the DGCL empowers a corporation to indemnify its directors and
officers to cover liability arising out of their capacity or status as directors
and officers, provided that this provision shall not eliminate or limit the
liability of a director:
- for any breach of the director's duty of loyalty to us or our
stockholders;
- for acts or omissions which are found by a court of competent
jurisdiction to not be in good faith or which involve intentional
misconduct or a knowing violation of law;
- under Section 174 of the DGCL; or
- for any transaction from which the director derived an improper
personal benefit.
The DGCL provides further that the indemnification permitted thereunder shall
not be deemed exclusive of any other rights to which the directors and officers
may be entitled under the corporation's bylaws, any agreement, a vote of
stockholders or otherwise. Our Restated Certificate of Incorporation eliminates
the personal liability of directors to the fullest extent permitted by Section
102(b)(7) of the DGCL and provides that we shall fully indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that that person is or was our director
or officer, or is or was serving at our request as a director or officer of
another corporation, partnership, joint venture, trust, employee benefit plan or
other enterprise. This indemnification shall be against expenses including
attorney's fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by the indemnities in connection with such action, suit or
proceeding.
At present, there is no pending litigation or proceeding involving any director,
officer, employee or agent as to which indemnification will be required or
permitted under our Restated Certificate of Incorporation or under the
indemnification agreements referred to above. We are not aware of any threatened
litigation or proceeding that may result in a claim for this type of
indemnification.
Item 25. Other Expenses Of Issuance And Distribution
The securities are being registered in connection with the public offering of up
to 2,500,000 shares of our common stock, and all of the following expenses will
be borne by FanZ Enterprises, Inc. The amounts set forth are estimates except
for the SEC registration fee:
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Amount To Be Paid
- -----------------
SEC registration fee $6,250.00
State Blue Sky Fees $67,310.00
Printing and engraving expenses $100,000.00
Attorneys' fees and expenses $210,000.00
Accountants' fees and expenses $50,000
Transfer agent's and registrar's fees and expenses(1) $303,500.00
Miscellaneous $10,000.00
----------
Total $747,060.00
===========
- --------------
(1) Transfer Agent fees are based on an estimate of $3,500 for services related
to this offering and one year of transfer agent services for 100,000
stockholders at $.25 per month. This estimate does not include
out-of-pocket expenses incurred by the Transfer Agent.
Item 26. Recent Sales Of Unregistered Securities
On November 15, 2000, we issued 100 shares of our common stock to Jackson Roscoe
Motorsports, LLC for a total consideration of $100,100, $50,000 of which is
represented by a $450,000 Demand Note, dated February 12, 2001. On February 23,
2001 we issued 10,000 shares of our preferred stock to Jackson Roscoe
Motorsports, LLC for total consideration of $400,000, all of which is
represented by the Demand Note, dated February 12, 2001. As of the date hereof,
the Demand Note has been paid in full. Both issuances were private transactions
that were exempt from the registration requirements of the Securities Act, as
amended, pursuant to the exemption found in Section 4(2) of the Securities Act,
as amended. On February 23, 2001 we increased the authorized number of our
common shares to 20,000,000. On May 15, 2001, we authorized a 100,000 for 1
stock split pursuant to which our stockholders received 100,000 shares of our
common stock for every one share of common stock owned. This split was also
exempt from the registration requirements of the Securities Act, as amended.
Item 27. Exhibits
The following exhibits are filed as part of this Registration Statement.
Exhibit. No. Page No. Description
------------ -------- -----------
3(i) ____ Restated Certificate of Incorporation of
FanZ Enterprises, Inc., filed with
the Secretary of State of Delaware on
February 23, 2001.*
3(i)(a) ____ Certificate of Amendment to Restated
Certificate of Incorporation of FanZ
Enterprises, Inc., filed with the
Secretary of State of Delaware on June 14,
2001.*
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3(ii) ____ By-Laws of FanZ Enterprises, Inc. adopted on
November 15, 2000.*
4 ____ Specimen Stock Certificate.*
5 ____ Opinion Letter dated April 5, 2001.*
10(i) ____ Form of Subscription Agreement.*
10(i)(a) ____ Form of Subscription Agreement (No Investor
Suitability Standards).*
10(i)(a)(i) ____ Amended Form of Subscription Agreement (No
Investor Suitability Standards).
10(i)(b) ____ Form of Subscription Agreement (Regulation D
Accredited Investor Standards).*
10(i)(b)(i) ____ Amended Form of Subscription Agreement
(Regulation D Accredited Investor
Standards).
10(i)(c) ____ Form of Subscription Agreement
(Sophistication Standards - Non Broker/Dealer
States).*
10)(i)(c)(i) ____ Amended Form of Subscription Agreement
(Sophistication Standards - Non
Broker/Dealer States).
10(i)(d) ____ Form of Subscription Agreement
(Sophistication Standards - Broker/Dealer
States).*
10(i)(d)(i) ____ Amended Form of Subscription
Agreement (Sophistication Standards -
Broker/Dealer States).
10(i)(e) ____ Form of Subscription Agreement (Ohio
Accredited Investor Standards).*
10(i)(e)(i) ____ Amended Form of Subscription Agreement (Ohio
Accredited Investor Standards).
10(ii) ____ 2001 Stock Option Plan of FanZ Enterprises,
Inc.*
10(iii) ____ 2001 Non-Employee Director Stock Option Plan
of FanZ Enterprises, Inc.*
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10(iv) ____ Employment Agreement between FanZ
Enterprises, Inc. and Michael J. Wurtsbaugh.*
10(iv)(a) ____ First Amendment to Employment Agreement
between FanZ Enterprises, Inc. and
Michael J. Wurtsbaugh.*
10(v) ____ Option Agreement between FanZ Enterprises,
Inc. and Michael J. Wurtsbaugh.*
10(v)(a) ____ First Amendment to Option Agreement between
FanZ Enterprises, Inc. and Michael
J. Wurtsbaugh.*
10(vi) ____ Letter of Intent Agreement between Jackson
Roscoe Motorsports, LLC and Sharp
Racing, Inc.*
10(vii) ____ Lock-up Agreement.*
10(vii)(a) ____ Amended and Restated Lock-up Agreement.*
10(vii)(b) ____ Amended and Restated Lock-up Agreement.
10(viii) ____ Consulting Agreement between FanZ
Enterprises, Inc. and Stillwater Capital
Advisors, LLC.*
10(viii)(a) ____ First Amendment to Consulting Agreement
between FanZ Enterprises, Inc. and
Stillwater Capital Advisors, LLC.*
10(viii)(b) ____ Second Amendment to Consulting Agreement
between FanZ Enterprises, Inc. and
Stillwater Capital Advisors, LLC.*
10(viii)(c) ____ Third Amendment to Consulting Agreement
between FanZ Enterprises, Inc. and
Stillwater Capital Advisors, LLC.
10(ix) ____ Consulting Agreement between FanZ
Enterprises, Inc. and Michael J. Wurtsbaugh.*
10(x) ____ Consulting Agreement between Jackson Roscoe
Motorsports, LLC and Eddie Sharp.*
10(xi) ____ Form of Broker/Dealer Agreement.*
10(xi)(a) ____ Amended and Restated Form of Broker/Dealer
Agreement.*
10(xi)(b) ____ Amended and Restated Form of Broker/Dealer
Agreement.
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21 ____ Subsidiaries of FanZ Enterprises, Inc.*
23(i) ____ Consent of Certified Public Accountants
dated August 1, 2001.
23(ii) ____ Consent of Counsel (See Exhibit 5).*
23(iii) ____ Consent of Board Nominees.*
99 ____ Escrow Agreement.*
99(a) ____ First Amendment to Escrow Agreement.*
99(b) ____ Amended and Restated Escrow Agreement.*
99(c) ____ Letter Agreement Amending Amended and
Restated Escrow Agreement.
*Previously filed.
Item 28. Undertakings
The Registrant hereby undertakes that it will:
- File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
Include any prospectus required by Section 10(a)(3) of the
Securities Act;
Reflect in the prospectus any facts or events which, individually
or together, represent a fundamental change in the information in
the registration statement; and
Include any additional or changed material information on the
plan of distribution.
- File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of this offering.
- For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the
securities offered, and the offering of the securities at that time to
be the initial bona fide offering.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the registrant,
pursuant to the foregoing provisions,
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or otherwise, the registrant has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
In the event a claim for indemnification against such liabilities (other than
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form SB-2 and authorized this Amendment No. 4
to the Registration Statement to be signed on its behalf by the undersigned,
hereunto duly authorized, in the city of Ann Arbor, State of Michigan, on August
2, 2001.
FanZ Enterprises, Inc.
By: /s/ Frederick L. McDonald II
-------------------------------------
Frederick L. McDonald II, President
In accordance with the requirements of the Securities Act of 1933, this
Amendment No. 4 to the Registration Statement was signed by the following
persons in the capacities and on the dates stated.
SIGNATURE TITLE
DATE
--------- -----
----
/s/ J. Roe Hitchcock Chief Executive Officer, (in the
August 2, 2001
- -------------------- capacity of chief financial officer,
J. Roe Hitchcock and chief accounting officer),
Treasurer, Director
/s/ Frederick L. McDonald II President, Director
August 2, 2001
- ----------------------------
Frederick L. McDonald II