SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the
Securities Exchange
Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant []
Check the appropriate box:
[] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[] Definitive Additional Materials
[] Soliciting Material Pursuant toss.240.14a-12
FULL TILT SPORTS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required.
[] Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[] Fee paid previously with preliminary materials.
[] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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FULL TILT SPORTS, INC.
212 North Wahsatch, Suite 205
Colorado Springs, Colorado 80903
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
August 23, 2000
The annual meeting of shareholders of Full Tilt Sports, Inc., a Colorado
corporation, will be held at our principal executive offices located at 212
North Wahsatch, Suite 205, Colorado Springs, Colorado 80903 on Wednesday, August
23, 2000, at 10:00 a.m., mountain daylight time, for the following purposes:
1. To elect four members of the Board of Directors to serve until the next
annual meeting of shareholders and until their successors are elected;
2. To consider and vote upon Articles of Amendment to the Articles of
Incorporation to change our name to FTS Apparel, Inc.;
3. To ratify the appointment of Stark Tinter & Associates, LLC as our
independent accountants for the fiscal year ending December 31, 2000; and
4. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record on our books on the record date, at the close
of business on July 25, 2000 are entitled to notice of and to vote at the annual
meeting.
All shareholders are invited and urged to attend the meeting in person.
EVEN IF YOU EXPECT TO ATTEND THE MEETING, YOU ARE REQUESTED TO COMPLETE, SIGN,
DATE, AND RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED, PRE-ADDRESSED ENVELOPE.
If you attend the meeting, you can revoke your proxy and vote in person.
A proxy statement explaining the matters to be acted upon at the meeting
follows. Please read it carefully.
By Order of the Board of Directors,
/s/ Joseph F. DeBerry
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Date: August 3, 2000 Joseph F. DeBerry, Vice President,
Secretary and Treasurer
1
PROXY STATEMENT
FULL TILT SPORTS, INC.
Annual Meeting of Shareholders
August 23, 2000
GENERAL INFORMATION
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Full Tilt Sports, Inc., a Colorado
corporation, for the annual meeting of shareholders to be held at our principal
executive offices located at 212 North Wahsatch, Suite 205, Colorado Springs,
Colorado 80903, on Wednesday, August 23, 2000, at 10:00 a.m., mountain daylight
time, and at any adjournments of the meeting. This proxy statement and the
enclosed form of proxy are being sent to shareholders on or about August 3,
2000.
If the enclosed proxy is properly executed and returned in time to be voted
at the meeting, the shares represented will be voted in accordance with the
instructions contained therein. Executed proxies that contain no instructions
will be voted for the election of all nominees named herein as directors, and
for the adoption of the Articles of Amendment to the Articles of Incorporation
to change our name to FTS Apparel, Inc., and for the ratification of the
appointment of Stark Tinter & Associates, LLC as our independent auditors.
Shareholders who execute proxies for the annual meeting may revoke their
proxies at any time prior to the exercise of the proxies by delivering written
notice of revocation to us at our above address, or by delivering a duly
executed proxy bearing a later date, or by attending the meeting and voting in
person.
The cost of the meeting, including the cost of preparing and mailing this
proxy statement and proxy, will be borne by us. We will use the services of our
directors, officers, employees and contractors to solicit the proxies,
personally or by telephone, at no additional salary or compensation. We will
also request banks, brokers and others who hold common shares in nominee names,
to distribute proxy soliciting materials to beneficial owners and we will
reimburse such banks and brokers for reasonable out-of-pocket expenses which
they may incur in so doing.
Only holders of record of our stock, par value .001 per share on the record
date, July 25, 2000, are entitled to receive notice and to vote at the annual
meeting. On the record date there were a total of 7,697,513 shares outstanding,
comprised of 7,647,513 common shares and 50,000 preferred shares. Each common
share and preferred share is entitled to one vote each.
The holders of a majority of the outstanding shares will constitute a
quorum for the transaction of business at the annual meeting. Since our officers
and directors are holders of a majority of the outstanding shares, the officers
and directors have a sufficient number of votes to approve all of the proposals
in this proxy statement.
2
Brokers who hold common stock in street name and do not receive
instructions from their clients on how to vote on a particular proposal are
permitted to vote on routine proposals but not on nonroutine proposals. The
absence of votes on nonroutine proposals are "broker nonvotes." Abstentions and
broker nonvotes will be counted as present for purposes of establishing a
quorum, but will have no effect on the election of directors or any other matter
voted on at the meeting because they will not be counted as votes for or against
any matter.
PROPOSAL NO. 1
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ELECTION OF DIRECTORS
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Directors and Executive Officers
The following table reflects our directors and executive officers as of the
date of this proxy statement. All of our current directors have served on the
Board since our inception on June 30, 1997, except for LeRoy Landhuis who has
served on the Board since April 19, 2000. All current directors are nominees for
reelection at the annual meeting.
Name Age Position
- ---- --- --------
LeRoy Landhuis 45 Chairman of the Board of Directors, Chief
Executive Officer
Roger K. Burnett 30 President, Chief Financial Officer and
Director
J. Fisher DeBerry 61 Executive Vice President and Director
Joseph F. DeBerry 29 Vice President, Secretary, Treasurer and
Director
Messrs. Burnett, Joseph DeBerry and J. Fisher DeBerry should be considered
"founders" and "parents" (as such terms are defined by rule under the Securities
Exchange Act of 1934, as amended), inasmuch as each has taken initiative in
founding and organizing our business.
Messrs. Burnett and Joseph DeBerry presently serve pursuant to written
employment agreements, effective September 1, 1999, for a term of 12 months,
which shall continue thereafter on a year to year basis, unless terminated by us
or the employee. Mr. Fisher DeBerry serves at the will of the Board of
Directors. All of the directors are currently serving a term of office until
this annual meeting and until their successors are duly elected and qualified,
or until they resign or are removed.
The following represents a summary of the business history of each of the
current directors for the last five years:
3
LEROY LANDHUIS. Mr. Landhuis is the president of The Landhuis Company, Inc., a
privately held real estate development company located in Colorado Springs,
Colorado. Mr. Landhuis has held that position from 1982 to the present, and
is responsible for that company's commercial and residential development
projects. Mr. Landhuis is also on the board of directors of several
national profit and no-profit companies advising on economic development
issues. From 1977 to 1982, Mr. Landhuis was a sales associate real estate
broker in Colorado. From 1973 to 1977, Mr. Landhuis served in the U.S. Air
Force.
ROGER K. BURNETT. Mr. Burnett graduated from Stanford University, in Palo Alto,
California, with a Bachelor of Arts in Business, where he was a two time
Collegiate All-American at shortstop. From 1991 to 1995, Mr. Burnett was a
member of the New York Yankees farm organization, playing short stop at the
Single A and Double A level of that organization. From 1996 until our
inception, Mr. Burnett worked on researching and developing our concept and
the feasibility of our business.
J. FISHER DeBERRY. Fisher DeBerry has been the head football coach for the Air
Force Academy in Colorado Springs for fourteen years. In that capacity, he
oversees a staff of assistant coaches, and together with the athletic
director and university president, is responsible for all decisions
affecting the football team. During his tenure with the Air Force Falcons,
Mr. DeBerry has compiled a record of 104 wins and 56 losses, eleven of his
thirteen teams having achieved a winning record and nine receiving a bowl
bid. Prior to his position as head football coach, Mr. DeBerry was an
assistant from 1980 to 1983. Mr. DeBerry will assist in our marketing and
program development.
JOSEPH F. DeBERRY. Mr. DeBerry also played professional baseball from 1991 to
1995, as a member of the Cincinnati Reds and New York Yankees farm
organizations. His most recent position was with the Kansas City Royals
Double A farm organization, which he concluded early in 1997. Mr. DeBerry
attended college at Clemson University where he was twice named to the
College All-American baseball team and participated in the 1991 College
Baseball World Series. Prior to that, he was a stand-out athlete at Air
Academy High School in Colorado Springs.
Joseph DeBerry is the son of J. Fisher DeBerry. No other family
relationships exist between any of the officers and directors.
If a quorum is present, directors are elected by a plurality of votes (i.e.
the four candidates receiving the highest number of votes will be elected to the
Board of Directors). The Board of Directors unanimously recommends a vote for
the nominees listed above.
4
Board of Directors' Meeting and Committees
During the period ended December 31, 1999, our Board of Directors held no
meetings, but took action fourteen times by unanimous written consent. The Board
of Directors is not presently comprised of any committees. Rather, the entire
Board considers all matters presented for consideration. However, the Board may
appoint an audit, compensation or such other committees as it deems appropriate
in the future.
Management Remuneration
The following table is a summary of the compensation paid to our Chief
Executive Officer and other executive officers who received cash compensation
(the "Named Executive Officers") during the period from our inception, June 30,
1997, to the end of the fiscal year, December 31, 1999. Except as listed below,
there are no bonuses, other annual compensation, restricted stock awards or
stock options/SARs or any other compensation paid to the Named Executive
Officers.
Summary Compensation Table
Long-term Compensation -
Name and Position Year Salary Securities Underlying Options
- ----------------- ---- -------- -----------------------------
Roger K. Burnett 1997 $10,000
President, and Chief 1998 30,000
Financial Officer 1999 30,000 200,000 Common Shares
Joseph F. DeBerry 1997 10,000
Vice President, Secretary 1998 30,000
and Treasurer 1999 30,000 200,000 Common Shares
The following table is a summary of the stock options granted to the Named
Executive Officers in fiscal year 1999, as well as the exercise share per price
and the expiration date of those options.
Option/SAR Grants in Last Fiscal Year
(Individual Grants)
- --------------------------------------------------------------------------------------------------
Name Number of Percent of total Exercise or Expiration
Securities options/SARs granted base price date
Underlying to employees in fiscal ($/Sh)
Options/SARs year
Granted (#)
- -------------------------------------------------------------------------------------------------------
Roger K. Burnett 200,000 50.0% $1.50 June 30, 2007
Joseph F. DeBerry 200,000 50.0% $1.50 June 30, 2007
5
The following table is a summary of the value of the options granted to
employees in fiscal year 1999, based upon the latest average trading price of
our stock.
Fiscal Year End Option Value
Number of Shares
Underlying Unexercised Value of Unexercised
Options at FY-End Options at FY-End
Exercisable Exercisable/Unexercisable
Roger K. Burnett 200,000 (1)$0
Joseph F. DeBerry 200,000 (1)$0
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(1) Based upon the mean between the closing bid and asked prices of our
common stock on July 31, 2000.
- ----------------------------
Messrs. Burnett and Joseph DeBerry presently serve pursuant to one year
employment agreements, effective September 1, 1999. These employment agreements
provide annual compensation in the amount of $30,000 to each of these employees.
These employees are each entitled to participate in health insurance and other
benefit plans maintained for employees, and to be reimbursed for reasonable
out-of-pocket expenses incurred on our behalf. The employment agreements may
also be terminated by us for cause, or by the employee upon not less than sixty
days advance written notice. These employees are also entitled to participate in
the Non-Qualifying Stock Option and Stock Grant Plan discussed below.
LeRoy Landhuis, Chairman and Chief Executive Officer, is providing
management consulting services for a two year period commencing January 1, 2000.
For his services in the first year Mr. Landhuis received 315,201 shares of
common stock, and for his services in the second year Mr. Landhuis will receive
$220,00 payable in cash or common stock at our discretion. The payment in common
stock would be valued at 75% of the average between the bid and ask prices of
our common stock at year end December 31, 2000.
Stock Option Plan
We have adopted a Non-Qualified Stock Option and Stock Grant Plan (the
"Plan") for the benefit of key personnel and others providing significant
services to the Company. An aggregate of 2,500,000 shares of Common Stock has
been reserved for issuance under the Plan, as amended.
The Plan is administered by the Board of Directors, which selects optionees
and recipients of any stock grants, the number of shares and the terms and
conditions of any options or grants to key persons defined in the Plan. In
determining the value of services rendered for purposes of awards under the
Plan, the Board considers, among other things, such person's employment position
and relationship with our business, his duties and responsibilities, ability,
productivity, length of service or association, morale, interest in our
business, recommendation by supervisors and the value of comparable services
rendered by others in the community. All options granted pursuant to the Plan
are exercisable at a price not less than the fair market value of the shares of
common stock on the date of grant.
6
There is no taxable income to an optionee as a result of the grant of a
Non-Qualified Stock Option unless the grant is at less than fair market value.
However, an optionee incurs taxable income upon the exercise of a Non-Qualified
Stock Option based on the difference between the fair value of the stock at the
time of exercise and the exercise price. We are not entitled to a tax deduction
upon the grant of a Non-Qualified Stock Option, but is entitled to a tax
deduction upon exercise corresponding to the optionee's taxable income. In 1999,
there were options for 1,035,000 granted and outstanding under the plan for
exercise prices ranging from $1.13 to $2.75 per share. There was also 469,022
shares for services issued under the plan in 1999.
Compensation of Directors
None of the directors receive any additional compensation for their
services as directors.
Security Ownership of Certain Beneficial Owners and Management
As of June 30, 2000, there were a total of 7,647,513 shares of common
stock and 50,000 Series A Preferred Shares outstanding, the only classes of
voting securities currently outstanding. The common shares and the preferred
shares vote together as a single class, and each share is entitled to one vote.
The following table sets forth the beneficial ownership of our equity
securities by (i) each Named Executive Officer and each director; (ii) each
person who owns beneficially more than 5% of our outstanding common stock; and
(iii) all directors and executive officers as a group. There are no officers or
directors who own preferred stock and no holders of preferred stock who own
beneficially more than 5% of the voting securities outstanding, and the table
does not reflect up to 2,500,000 shares of common stock underlying our stock
option plan, of which options for 1,030,000 common shares are outstanding.
The shareholders listed below have sole voting and investment power. The
address of each of the beneficial owners, officers and directors is 212 North
Wahsatch, Suite 205, Colorado Springs, Colorado 80903, except as indicated
below. All ownership of securities is direct ownership unless otherwise
indicated.
7
Name and address of Shares Beneficially Owned
Executive Officers and Directors Number Percentage
- --------------------------------- --------- ----------
LeRoy Landhuis(1) 4,763,256 54.85%
Roger K. Burnett(2) 854,618 10.89%
Joseph F. DeBerry(2) 764,618 9.74%
J. Fisher DeBerry(3) 825,000 10.75%
All Officers and Directors
as a Group (4 individuals) 7,207,492 86.23%
- ----------------------------
(1) Includes warrants to purchase up to 1,036,000 shares of common stock,
exercisable immediately for an exercise price of $1.50 per share, and expiring
on April 19, 2010.
(2) Includes options for 200,000 shares of Common Stock, exercisable
immediately for an exercise price of $1.50 per share, and expiring on June 30,
2007.
(3) Includes options for 25,000 shares of Common Stock, exercisable
immediately for an exercise price of $1.50 per share, and expiring on June 30,
2007.
- ----------------------------
Changes in Control
Effective April 19, 2000, we completed the sale of 3,594,256 shares of
common stock to LeRoy Landhuis, an existing shareholder, which has provided Mr.
Landhuis a majority control in the voting of our affairs and business. Mr.
Landhuis beneficially owns 4,763,256 shares, consisting of 133,000 shares owned
before the transaction, 3,594,256 shares acquired in the transaction, and an
additional 1,036,000 shares that may be acquired upon exercise of a common stock
purchase warrant. The warrant grants Mr. Landhuis the right to acquire up to an
additional 1,036,000 shares of common stock for the price of $1.50 per share,
effective immediately and until April 19, 2010. Upon exercise of the warrant,
Mr. Landhuis's share ownership will represent 54.7% of our issued and
outstanding voting stock. Pending issuance of any additional stock, this
provides Mr. Landhuis control of a majority of our outstanding voting stock.
The aggregate consideration for the above transaction was $1,343,780. This
consideration consisted of $1,000,000 in cash which Mr. Landhuis obtained from
his personal funds; payment of rent valued at $193,744, for our office
facilities for a two year term; office equipment and improvements valued at
$32,192; and consulting services from Mr. Landhuis valued at $117,844.
8
Contemporaneously with the closing of the above transaction, we agreed to
effectuate a change in management. Mr. Landhuis's subscription agreement
provides that Mr. Landhuis would be elected as Chairman of the Board of
Directors at the closing of the transaction. The agreement also provides that
the remaining seats on the Board shall be occupied by a nominee of Mr.
Landhuis's choice, Roger K. Burnett, Joseph F. DeBerry, and J. Fischer DeBerry.
Mr. Landhuis, Roger K. Burnett, Joseph F. DeBerry, and J. Fischer DeBerry have
agreed to vote their shares to nominate, vote and maintain the above individuals
as members of the Board for a period of two years from the above closing. As of
the filing of this proxy statement, Mr. Landhuis has not designated his nominee
and Mr. Landhuis has not indicated that he plans to propose his nominee for
election at the annual meeting.
Certain Relationships and Related Transactions
In April, 2000 in an effort to satisfy our working capital needs, we sold
an aggregate of 3,594,256 shares of our common stock to LeRoy Landhuis as above
mentioned. The sale was made pursuant to a Subscription Agreement effective
April 19, 2000 pursuant to Rule 506 of Regulation D of the Securities Act of
1933, as amended. All of the shares sold in the transaction were restricted
within the meaning of the 1933 Act and bear the restrictive legend as required
by Rule 144 under the Securities Act of 1933, as amended.
In 1999 our offices were located at 5525 Erindale Drive, Suite 200,
Colorado Springs, Colorado 80918, in space that was subleased from MCM for the
monthly rental of $2000. This rent was in addition to the fees paid for services
under the Administrative Services Agreement above. We signed a one year lease on
February 1, 1999 for this space, and did not renew this lease upon its
expiration. Commencing on February 1, 2000, we changed the location of our
principle offices to 212 N. Wahsatch Ave., Suite 205, Colorado Springs, Colorado
80903 and have executed a three year lease agreement for this location. The
offices are located in 6,000 square feet of office space and are leased from The
Landhuis Company for the monthly rental of $7,750 per month. We anticipate that
this office space will be adequate for the term of the lease.
In 1999 our Administrative Services Agreement with MCM Capital Management,
Inc. of Colorado Springs expired and this agreement was not renewed. Under the
agreement MCM had assisted us with our bookkeeping, secretarial, and
administrative needs, provided storage and warehouse space as well as on an
as-needed basis for a period of one year at a rate of $2,500 per month beginning
January 1, 1998. During the years ended December 31, 1998 and 1999, $60,000 was
paid to MCM under this agreement. Mr. Conrad, a former director and former 5%
beneficial owner, and Mr. McElhaney, a former director and former 5% beneficial
owner, were also officers, directors and principal shareholders of MCM Capital
Management, Inc.
On April 1, 1999 options to purchase shares of common stock were granted to
the officers, directors and 5% beneficial owners to acquire shares of common
stock for the purchase price of $1.50 per share exercisable until June 30, 2007.
Roger K. Burnett, President and Director, was granted 200,000 options; Joseph F.
DeBerry, Vice President and Director was granted 200,000 options; J. Fischer
DeBerry, Vice President and Director was granted 25,000 options; and Bill M.
Conrad, a former director was granted 200,000 options.
9
All these transactions were approved by a majority of the disinterested
directors at that time. The Board of Directors is of the opinion that each of
these transactions were no less favorable than could be obtained from an
unaffiliated third party.
Compliance with Section 16(a) of the Securities Exchange Act of 1934
The following table sets forth each director, officer or beneficial owner
of more than ten percent of any class of equity securities of the registrant
registered pursuant to Section 12 that failed to file on a timely basis, Forms
3, 4 of 5 as required by Section 16(a) during the most recent fiscal year or
prior years.
Name of Late Late Late
Reporting Person Form 3 Form 4 Form 5 Transactions
- ---------------- ------ ------ ------- ------------
Roger K. Burnett 0 1 0 1
Joseph F. DeBerry 0 2 0 2
J. Fischer DeBerry 0 1 0 1
PROPOSAL NO. 2
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ADOPTION OF ARTICLES OF AMENDMENT
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TO THE ARTICLES OF INCORPORATION
--------------------------------
We have been producing, marketing and distributing our products under the
FTS Apparel trademark and logo. In addition, we have registered FTS Apparel,
Inc. as our trade name in Colorado and have been conducting business under this
name. Therefore, our Board of Directors believes it is in our best interest to
change our name to FTS Apparel, Inc.
As our business is to promote and sell products under this trademark, we
believe this is prudent to avoid any confusion with the our customers and the
public generally, and to give us a closer identity with our trademark. The name
change would be accomplished by adopting the Articles of Amendment to the
Articles of Incorporation attached as Exhibit "A" to this proxy statement.
The Board of Directors has adopted the Articles of Amendment to the
Articles of Incorporation, subject to approval of the shareholders at the annual
meeting. Upon approval by the shareholders at the annual meeting, the Articles
of Amendment to the Articles of Incorporation will be filed with the Colorado
Secretary of State immediately following the meeting.
The affirmative vote of a majority of the votes represented in person or by
proxy at the annual meeting is required for the adoption of the proposed
Articles of Amendment to the Articles of Incorporation. The Board of Directors
recommends a vote for the proposed Articles of Amendment to the Articles of
Incorporation, and proxies solicited by the Board of Directors will be so voted
in the absence of instructions to the contrary.
10
PROPOSAL NO. 3
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APPOINTMENT OF INDEPENDENT AUDITORS
-----------------------------------
The Board of Directors has appointed Stark Tinter & Associates, LLC to
audit our financial statements for the current fiscal year, and solicits the
ratification of this appointment by the shareholders. Neither such firm, any of
its members nor any of their associates, has or has had during the past four
years, any financial interest in our business or affairs, direct or indirect, or
any relationship with us other than in connection with their duties as auditors
and accountants.
On January 4, 2000, the Board of Directors approved the engagement of Stark
Tinter & Associates LLC as our principal accountant and independent auditors for
the year ending December 31, 1999, and simultaneously accepted the resignation
of Kish Leake & Associates, P.C. as our principal accountant and auditors. Kish
Leak & Associates, P.C. stated as its reason for its resignation that it would
no longer engage in providing audit services to public companies.
The reports of Kish Leake & Associates, P.C. for the past two fiscal years
did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of our financial statements for the fiscal
year ended December 31, 1998, and the period from inception (June 30, 1997) to
December 31, 1997, there were no disagreements with Kish Leak & Associates, P.C.
on any matters of accounting principles or practices, financial statement
disclosure, or auditing scope and procedure which, if not resolved to the
satisfaction of Kish Leake & Associates, P.C., would have caused Kish Leake &
Associates, P.C. to make reference to the matter in their report. Further, there
were no reportable events as that term is described in Item 304(a)(1)(v) of
Regulation S-K.
Representatives of Stark Tinter & Associates, LLC are expected to be
present at the annual meeting to respond to shareholders' questions and to make
any statements they consider appropriate.
The affirmative vote of a majority of the votes represented in person or by
proxy at the annual meeting is required for the adoption of the proposed
appointment of the independent auditors. The Board of Directors recommends a
vote for the proposed appointment of independent auditors, and proxies solicited
by the Board of Directors will be so voted in the absence of instructions to the
contrary.
11
OTHER BUSINESS
At the date of the mailing of this proxy statement, we are not aware of any
business to be presented at the annual meeting other than the proposals
discussed above. If other proposals are properly brought before the meeting, any
proxies returned to us will be voted as the proxy holders see fit.
ANNUAL REPORT TO SHAREHOLDERS
Our Annual Report to the Shareholders for the period ended December 31,
1999, which includes our Annual Report to the Securities and Exchange Commission
on Form 10-KSB and Form 10KSB/A is included with this proxy statement.
BY ORDER OF THE BOARD OF DIRECTORS:
/s/ Joseph F. DeBerry
-----------------------------------
Date: August 3, 2000 Joseph F. DeBerry, Vice President,
Secretary and Treasurer
11
EXHIBIT "A"
ARTICLES OF AMENDMENT
TO THE
ARTICLES OF INCORPORATION OF
FULL TILT SPORTS, INC.
----------------------
FULL TILT SPORTS, INC., a Colorado corporation, having its principal office
at 212 North Wahsatch, Suite 205, Colorado Springs, Colorado 80903 (hereinafter
referred to as the "Corporation") hereby certifies to the Secretary of State of
Colorado that:
FIRST: The Corporation desires to amend its Articles of Incorporation in
accordance with Section 7-110-106 of the Colorado Business Corporation Act, as
currently in effect as hereinafter provided.
SECOND: The provisions set forth in these Articles of Amendment to the
Articles of Incorporation amend and supersede the original provisions of the
Articles of Incorporation.
THIRD: The Articles of Incorporation of the Corporation are hereby amended
by striking in their entirety Article FIRST, inclusive, and by substituting in
lieu thereof the following:
"FIRST: The name of the Corporation is FTS Apparel, Inc."
FOURTH: The amendment was advised to the stockholders by written informal
action, unanimously taken by the Board of Directors of the Corporation, pursuant
to and in accordance Section 7-108-202 and Section 7-110-103 of the Colorado
Business Corporation Act on the 14th day of July, 2000.
FIFTH: The amendment was adopted by formal action taken by the shareholders
of the Corporation at the annual shareholders meeting on August 23, 2000,
pursuant to and in accordance with Section 7-107-101 of the Colorado Business
Corporation Act, and the number of votes cast approving the amendment was
sufficient for approval under the provisions of Section 7-110-103 of the
Colorado Business Corporation Act.
IN WITNESS WHEREOF, the undersigned, the President, has executed these
Articles of Amendment to the Articles of Incorporation effective this 23rd day
of August, 2000, and acknowledges that these Articles are the act and deed of
Full Tilt Sports, Inc., that the matters and facts set forth herein with respect
to authorization and approval are true in all material respects.
-------------------------------
Roger K. Burnett, President
Attest:
----------------------------
Joseph F. DeBerry, Secretary
PROXY PROXY
FULL TILT SPORTS, INC.
Annual Meeting of Shareholders
August 23, 1999
This Proxy is solicited on behalf of the Board of Directors of the Company.
The undersigned hereby appoint Roger K. Burnett, Joseph F. DeBerry, or
either of them, as Proxies and authorizes them to represent and vote, as
designed below, all Common or Preferred Shares of Full Tilt Sports, Inc. which
the undersigned is entitled to vote at the Annual Meeting of Shareholders and at
any adjournments thereof, with respect to the matters set forth below and
described in the Proxy Statement dated August 3, 1999. If no indication is made,
this Proxy will be voted in favor of the proposal.
Proposal No. 1:
Election of Director nominees: LeRoy Landhuis, Roger K. Burnett, J. Fisher
DeBerry and Joseph F. DeBerry.
FOR all nominees ____ WITHOLD authority to ____ FOR all nominees, except ____
vote for nominees vote withheld for those
nominees named below:
_____________________________
Nominee Exceptions
Proposal No. 2:
To approve and adopt, the Articles of Amendment to the Articles of
Incorporation, dated August 23, 2000 to change the name of the Company to
FTS Apparel, Inc.
FOR _____ AGAINST _____ ABSTAIN _____
Proposal No. 3:
Ratification of the appointment of Stark Tinter & Associates, LLC as
independent accountants of Full Tilt Sport, Inc. for the year ending
December 31, 2000.
FOR _____ AGAINST _____ ABSTAIN _____
In their discretion, the proxies are authorized to vote on such other
business as may properly come before the Annual Meeting or any adjournments or
postponements thereof.
This Proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no indication is made, this Proxy will
be voted FOR all Proposals.
Date: August ____, 2000
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Print Name Signature
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Social Security Number Signature if held jointly
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Address
Please sign exactly as your name appears on the Company's stock registry,
and print your name, social security number and address where indicated. When
shares are held by joint tenants, both should sign. When signing as attorney,
executor, administrator, trustee or guardian, please give full title as such. If
a Corporation, please sign in full corporate name by President or other
authorized person, and include FEIN.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY USING THE ENCLOSED POSTAGE PRE-PAID ENVELOPE.
PROXY PROXY