SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GARY PLAYER GOLF, INC.*
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 95-4553128
(State of Incorporation or Organization) (IRS Employer
Identification No.)
2811 AIRPARK DRIVE, SANTA MARIA, CALIFORNIA 93455
(Address of Principal Executive Officer) Zip Code)
If this form relates to the registration If this form relates to the regis-
of a class of debt securities and is tration of a class of debt securi-
effective upon filing pursuant to ties and is to become effective
General Instruction A(c)(1) please simultaneously with the effective-
check the following box. [ ] ness of a concurrent registration
statement under the Securities Act
of 1933 pursuant to General
Instruction A(c)(2) please check
the following box. [ ]
Securities Act registration statement file number to which this form relates:
FILE NO. 333-53729
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
COMMON STOCK, PAR VALUE $0.001 PER SHARE
(Title of Class)
*Gives effect to a name change to be effected on or prior to the
effective date of this Registration Statement.
<PAGE>
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
Reference is made to the discussion set forth under the caption
"Description of Securities contained in the Preliminary Prospectus included
in Amendment No. 2 to Registration Statement on Form SB-2 of Gary Player Golf,
Inc. ("Registrant") under the Securities Act of 1933, as amended. Such
discussion is incorporated herein by reference to Registrant's Amendment No. 2
to Registration Statementon Form SB-2 (File No. 333-53729) and set forth as
Exhibit 3.3 hereto.
Item 2. EXHIBITS.
1.1 Registrant's Registration Statement on Form SB-2, as amended, File
No. 333-53729, which is incorporated herein by this reference.
3.1 Amended and Restated Certificate of Incorporation of Registrant -
incorporated by reference to Exhibit 3.1 of Registrant's Registration
Statement on Form SB-2, File No. 333-53729.
3.2 Bylaws of Registrant - incorporated by reference to Exhibit 3.2
to Registrant's Registration Statement on Form SB-2, File No.
333-53729.
3.3 Pages 45 and 46 from Registrant's Amendment No. 2 to Registration
Statement on Form SB-2, File No. 333-53729, containing the discussion
set forth under the caption "Description of Securities", which is
incorporated herein by this reference.
4.1 Specimen Common Stock Certificate - incorporated by reference
to Exhibit 4.1 of Registrant's Registration Statement on Form
SB-2, File No. 333-53729.
Page 2
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
GARY PLAYER GOLF, INC.
Date: August 20, 1998 By: \S\ ALFONSO J. CERVANTES
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Alfonso J. Cervantes
Its: Chief Executive Officer, President
and Secretary
