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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 19, 1999
Commission file number 0-8485
Grip Technologies, Inc.
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(Exact name of Registrant as specified in its charter)
California 95-1980894
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(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
10 Corporate Park, Suite 130
Irvine, California 92606
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(Address of principal executive offices) (Zip Code)
(949) 252-8500
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(Registrant's telephone number, including area code)
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(Former name, former address and former fiscal year, if changed since last
report)
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Item 5. Other Events
The filing due date for Registrant's Form 10-Q for its second quarter
ended January 31, 1999 will be on March 15, 1999. Registrant will not be able to
file its Form 10-Q on that date and there will be future delays in filing of
Registrant's Form 10-Q for the reasons state herein. In addition, Registrant has
not filed its Form 10-K for its fiscal year ended July 31, 1998, nor its
Form 10-Q for its first quarter ended October 31, 1998. Reference is made to
Registrant's Forms 8-K, dated November 20, 1998 and December 21, 1998, which are
incorporated by reference regarding the reasons for the delay in filing
Registrant's Form 10-K and Form 10-Q
Registrant had anticipated that it would be able to negotiate a bridge
loan with an investor group with which it had been working. At this time no
agreement has been reached, and negotiations have terminated. It is unlikely
that Registrant will be able to obtain acceptable interim financing at this
time.
Registrant has recently signed a letter of intent with E-Z Sport Grip
Company, Inc. wherein Registrant will transfer inventory to E-Z Sport Grip
Company in exchange for cash, a note payable and purchase orders totaling
$419,707. This transaction will generate significant cash to pay certain vendors
and to complete Registrant's delinquent filings.
As tooling is completed for new major original equipment manufacturers
(OEMs), Registrant should be able to begin delivery of its products to OEMs and
anticipates that this will greatly increase its current golf grip sales.
Registrant anticipates that all major tooling projects will be completed by the
middle of March. Current sales continue to be adversely affected by the decline
in sales of many major OEMs and the negative trends in the golf equipment
industry generally.
Registrant continues to implement its cost-savings contingency plans,
including the down sizing of Registrant's labor force. Registrant is now seeing
the positive effects of its cost-saving measures but continues to experience
severe liquidity problems and is monitoring its short-term payables and
carefully marshaling its funds to pay critical vendors and suppliers.
If Registrant is able to successfully negotiate a new agreement with
E-Z Sports Grip Company, Inc. and is able to complete and pay for its new
tooling projects in a timely manner, Registrant should be able to pay its
auditors through cash flows. This would enable Registrant to prepare and file
all of its delinquent forms (Form 10-K and Forms 10-Q). There are no assurances
that Registrant will be able to do any or all of this.
This report includes statements which may be forward-looking
statements made pursuant to the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. These statements are subject to certain risks and
uncertainties which could cause actual results to differ materially from the
forward-looking statements, including, but not limited to, risks related to the
golf equipment business in general and market acceptance of the Registrant's
product in particular; liquidity issues and constraints affecting Registrant;
seasonality of the golf equipment business; Registrant's dependence on a few
major customers; scheduling, delivery and cost of tooling; use of third party
manufacturers and suppliers; supply delays; and other factors detailed in
Registrant's other periodic reports on Forms 10-K, 10-Q and 8-K
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filed with the Securities and Exchange Commission. Readers are cautioned not to
place undue reliance on these forward-looking statements which speak only as of
the date hereof. Registrant undertakes no obligation to republish revised
forward-looking statements to reflect events or circumstances after the date
hereof or to reflect the occurrence of unanticipated events.
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.
GRIP TECHNOLOGIES, INC.
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(Registrant)
Date: February 19, 1999 /S/Sam G. Lindsay
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Sam G. Lindsay
President and
Chief Executive Officer
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