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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GARY PLAYER DIRECT, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 93-0943925
(State of incorporation or organization) (I.R.S. Employer Identification No.)
710 Aerovista, Suite B, San Luis Obispo, California 93401
(Address of principal executive offices) (Zip Code)
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
None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value per share
(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The authorized capital of Gary Player Direct, Inc. ("Company") consists of
200,000,000 shares of Common Stock having a par value of $.001 per share and
5,000,000 shares of Preferred Stock having a par value of $.01 per share.
Common Stock.
This Registration Statement relates to the Common Stock of the Company, par
value $.001 per share. The Certificate of Incorporation of the Company, as
amended, authorizes the issuance of a maximum of 200,000,000 shares of Common
Stock.
Each share of Common Stock outstanding is identical and each share of Common
Stock is entitled to one vote in all meetings of shareholders. All shares of
Common Stock are equal to each other with respect to liquidation rights and
dividend rights. There are no preemptive rights to purchase any additional
shares of Common Stock. The Certificate of Incorporation does not provide for
cumulative voting in the election of directors. Directors are elected by a
plurality of shares cast at any shareholders' meeting. All other actions
requiring a vote of the shareholders require a majority of shares cast at any
shareholders' meeting. In the event of liquidation, dissolution, or winding up
of the Company, holders of the Common Stock will be entitled to receive, on a
prorata basis, all assets of the Company remaining after satisfaction of all
liabilities and all liquidation preferences, if any, granted to holders of
Preferred Stock of the Company.
As of the date of filing this Registration Statement, the Company had
outstanding an aggregate of 6,840,012 shares of Common Stock (exclusive of
certain purchases of the Company's securities for which certificates have not
yet been issued).
Preferred Stock.
The Certificate of Incorporation of the Company authorizes the issuance of a
maximum of 5,000,000 shares of Preferred Stock, par value $.01 per share. The
Certificate of Incorporation vests the directors of the Company with the
authority to divide the class of Preferred Stock into series and to fix and
determine the relative rights and preferences of the shares of any such series
so established to the full extent permitted by the laws of the State of Delaware
and the Certificate of Incorporation in respect of, among other things, (a) the
number of shares of Preferred Stock to constitute such series and the
distinctive designation thereof; (b) the powers, preferences and rights of the
shares of any such series; and (c) the qualifications, limitations, or
restrictions thereof. This Registration Statement does not cover any of the
Preferred Stock.
As of the date of filing this Registration Statement, there are no shares of
Preferred Stock outstanding.
Item 2. Exhibits.
The following Exhibits are filed or incorporated by reference to, with
this Registration Statement:
Exhibit No.
1.1 Certificate of Incorporation of Gary Player Direct, Inc.
(formerly known as Grafix Corporation) (Incorporated by
reference to Grafix Corporation's Current Report on Form 8-K
filed August 7, 1998, Exhibit 3.0).
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1.2 Certificate of Amendment of Certificate of Incorporation of
Gary Player Direct, Inc. (Incorporated by reference to Gary
Player Direct Inc.'s Annual Report on Form 10-KSB filed
December 7, 1999, Exhibit 3.3).
1.3 Bylaws of Gary Player Direct, Inc. (formerly known as Grafix
Coporation) (Incorporated by reference to Grafix Corporation's
Current Report on Form 8-K filed August 7, 1998, Exhibit 3.1).
1.4 Specimen Certificate for Common Stock, $.001 par value per
share. (Incorporated by reference to Gary Player Direct Inc.'s
Annual Report on Form 10-KSB filed December 7, 1999, Exhibit
4.1).
1.5 Specimen Certificate for Preferred Stock, $.01 par value per
share. (Incorporated by reference to Gary Player Direct Inc.'s
Annual Report on Form 10-KSB filed December 7, 1999, Exhibit
4.2).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
GARY PLAYER DIRECT, INC.
(Registrant)
Date: December 8, 1999
By: /s/ Marc B. Player
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Marc B. Player,
Chief Executive Officer
By: /s/ Carl Casareto
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Carl Casareto,
Executive Vice President and
Treasurer
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