As filed with the Securities and Exchange Commission on July 01, 1997
Commission File No. 33-97770
SECURITIES AND EXCHANGE COMMISSION
Washington D. C. 20549
FORM 8K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 1997
LEVEL BEST GOLF, INC.
(Exact name of registrant as specified in its charter)
FLORIDA 59-3205644
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
14561 58th Street North, Clearwater, Florida 34620 (813) 535-7770
(Address, including zip code, and telephone number, including area code, or
registrant's principal executive offices)
AMENDMENT NO.1 TO LEVEL BEST GOLF, INC.
Series A 10% Convertible Debenture due June 1, 2000
Paragraph No. 4 of the Level Best Golf, Inc. Series A 10% Convertible
Debenture due June 1, 2000, in the principal amount of US $250,000 (the
"Debenture"), is hereby amended to read as follows:
4. The Holder of this Debenture is entitled, at its option, to convert at
any time all of the principal amount of the Debenture, plus accrued interest,
commencing forty-five (45) days after the closing of sale of the Debenture
(the "Closing"), provided that the principal amount is at least US $10,000
(unless if at the time of such election to convert the aggregate principal
amount of all Debentures registered to the Holder is less than Ten Thousand
Dollars [US $10,000], then the whole amount thereof) into shares of Common
Stock of the Company at a conversion price for each share of Common Stock
equal to the lesser of (a) the Market Price on the Closing, or (b) 75% of
the Market Price on the Conversion Date. For purposes of this Section 4,
the Market Price shall be the average closing bid price of the Common Stock
on the five (5) trading days immediately preceding the Closing or Conversion
Date, as may be applicable, as reported by the National Association of
Securities Dealers for companies trading the over-the-counter market or, in
the event the Common Stock is listed on a stock exchange, the Market Price
shall be the average closing bid price of the Common Stock on such stock
exchange on the five (5) trading days immediately preceding the Closing or
Conversion Date, as reported in the Wall Street Journal. Conversion shall be
effectuated by surrendering the Debentures to be converted to the Company with
the form of conversion notice attached as Exhibit "A", executed by the Holder
of the Debenture evidencing such Holder's intention to convert this Debenture
or a specified portion (as above provided) hereof, and accompanied, if
required by the Company, by proper assignment hereof in blank. Interest
accrued or accruing from the date of issuance to the date of conversion shall,
at the option of the Company, be paid in cash or Common Stock upon conversion.
No fraction of Shares or scrip representing fractions of shares will be issued
on conversion, but the number of shares issuable shall be rounded to the
nearest whole share. The date on which notice of conversion is given (the
"Conversion Date") shall be deemed to be the date on which the Holder has
delivered this Debenture, with the conversion notice duly executed to the
Company or if earlier, the date set forth in such notice of conversion if
the Debenture is received by the Company within three (3) business days
therefrom. Facsimile delivery of the conversion notice shall be accepted by
the Company at telephone number (813) 535-0077. Certificates representing
Common Stock upon conversion will be delivered within two (2) business days
from the date the notice of conversion is delivered to the Company.
Dated: June 24, 1997 LEVEL BEST GOLF, INC.
By /s/ Fred L. Solomon, President
