SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 3, 2000
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GOLFROUNDS.COM, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-10093 22-3664872
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (908) 901-9250
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 1. Changes in Control of Registrant
Effective on February 3, 2000, Paul O. Koether, John W. Galuchie, Jr. and
Thomas K. Van Herwarde resigned as directors of GolfRounds.com, Inc. and Robert
H. Donehew, Larry Grossman and John F. McCarthy, III took office as the new
directors of GolfRounds.com, Inc. The change in composition of the board
occurred in connection with the sale on January 24, 2000 by Messrs. Koether,
Galuchie and Van Herwarde and certain other sellers of 500,000 shares of
GolfRounds' common stock to seven purchasers. In connection with the sale, Mr.
Koether and several entities he controls gave a designee of the purchasers
irrevocable proxies to vote an additional 449,690 shares of common stock owned
by Mr. Koether and the entities he controls.
Item 7. Financial Statements and Exhibits
Exhibit Number Description
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2.1 Stock Purchase Agreement dated as of January 18, 2000
(incorporated by reference to GolfRounds' Form 8-K
filed on January 19, 2000).
2.2 Agreement dated as of January 18, 2000 (incorporated
by reference to GolfRounds' Form 8-K filed on January
19, 2000).
99.1 Press release of GolfRounds.com, Inc. dated February
8, 2000.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: February 8, 2000 GOLFROUNDS.COM, INC.
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(Registrant)
/s/ John F. McCarthy, III
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John F. McCarthy, III
Chairman
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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2.1 Stock Purchase Agreement dated as of January 18, 2000
(incorporated by reference to GolfRounds' Form 8-K
filed on January 19, 2000).
2.2 Agreement dated as of January 18, 2000 (incorporated
by reference to GolfRounds' Form 8-K filed on January
19, 2000).
99.1 Press release of GolfRounds.com, Inc. dated February
8, 2000.
4
Exhibit 99.1
PRESS CONTACT:
John F. McCarthy, III
Chairman
(202) 872-7781
FOR IMMEDIATE RELEASE
GOLFROUNDS.COM, INC. BOARD RESIGNS,
NEW BOARD APPOINTED
GolfRounds.com, Inc. (OTC-TEEE), which owns and operates the Internet websites
golfrounds.com and skiingusa.com, announced today that, effective February 3,
2000, Paul O. Koether, John W. Galuchie, Jr. and Thomas K. Van Herwarde resigned
from the board of directors of GolfRounds and Robert H. Donehew, Larry Grossman
and John F. McCarthy, III, took office as the new directors of GolfRounds. Mr.
Van Herwarde remains President of GolfRounds. The resignations of Messrs.
Koether, Galuchie and Van Herwarde from the board and the appointment of Messrs.
Donehew, Grossman and McCarthy to the board occurred in connection with the sale
by Messrs. Koether, Galuchie, Van Herwarde and other persons and entities of an
aggregate of 500,000 shares of GolfRounds' common stock owned by them to several
purchasers. The sale of stock by Messrs. Koether, Galuchie, Van Herwarde and
other persons and entities was consummated on January 21, 2000.
Mr. Koether and certain entities he controls also gave a designee of the
purchasers irrevocable proxies to vote an additional 449,690 shares that he or
the entities own.
The statements in this press release that relate to future plans, events or
performance are forward- looking statements that involve risks and
uncertainties, including risks associated with uncertainties pertaining to
customer orders, demand for products and services and other risks identified in
the Company's SEC filings. Actual results, events and performance may differ
materially. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
GolfRounds.com, Inc. undertakes no obligation to release publicly any revisions
to these forward-looking statements that may be made to reflect events or
circumstances after the date hereof or to reflect the occurrence of
unanticipated events.
