SECURITIES & 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): March 29, 1999
Commission File Number: 33-7811-NY
GARY PLAYER DIRECT, INC. (Formerly Grafix Corporation)
(Exact name of registrant as specified in its charter)
Delaware 93-0943925
(State of Incorporation) (I.R.S. Employer I.D. Number)
2811 Airpark Drive, Santa Maria, California 93455
(Address of principal executive offices and Zip Code)
(805) 346-1600
(Registrant's telephone number, including area code)
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Item 1. Changes in Control of Registrant.
On March 29, 1999, the Registrant completed a merger with Golf One Industries,
Inc. ("Golf One"). Pursuant to the terms of the Agreement of Merger, a copy of
which is filed herewith as an exhibit and incorporated herein by reference, the
Registrant issued 72,859,800 shares of its common stock to Golf One's
shareholders and lenders, resulting in a change of control of the Registrant. As
part of the merger with Golf One, the Registrant effected a 1:20 reverse split
of its issued and outstanding common stock. As of the date of this report, the
Registrant has 4,573,746 shares of common stock issued and outstanding,
including 3,642,990 shares (approximately 80 percent) owned by the Golf One
shareholders and lenders. As part of the merger, Golf One was merged into the
Registrant.
Item 5. Other Events.
As part of the merger with Golf One, the Registrant effected a name change to
"Gary Player Direct, Inc." A copy of the Certificate of Merger filed with the
Delaware Secretary of State is filed herewith as an exhibit. As a result of the
name change and reverse split of the Registrant's issued and outstanding common
stock, the Registrant a new CUSIP number for its common stock: 72811Q 10 0. The
Registrant's Nasdaq trading symbol was also changed, from "CRRA" to "GPLY" to
more accurately reflect the Registrant's name following the merger.
As part of the merger with Golf One, Messrs. Guttenberg and Cozier resigned as
directors of the Registrant. Mr. Krausman remained as the sole director of the
Registrant, and pursuant to the provisions of the Delaware General Corporation
Law and the Registrant's Bylaws, Mr. Krausman then appointed Mr. Alfonso J.
Cervantes and Mr. Robert J. Friedland as directors of the Registrant. The Board
of Directors subsequently appointed Mr. Cervantes as president, CEO and
secretary of the Registrant; Mr. Joseph A. DePanfilis as Executive Vice
President; Mr. Richard S. Schonfeld as Chief Financial Officer and treasurer;
and Mr. Krausman as Senior Vice President, Business and Legal Affairs.
The Registrant hereby withdraws its Form 15 filing (January 15, 1999), and
shall, within 60 days of this report, file all reports with the Securities and
Exchange Commission which would have been required had its prior Form 15
certification not been filed, all pursuant to Rule 12h-3 promulgated under the
Securities Exchange Act of 1934.
Item 7. Exhibits.
2.0 Agreement of Merger between the Company and Golf One.
2.1 Certificate of Merger.
99.0 Press release relating to the Merger, dated April 15, 1999.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
GARY PLAYER DIRECT, INC.
By: /S/ KENT D. KRAUSMAN
------------------------------
Date: April 14, 1999 Vice President
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EXHIBIT INDEX
CURRENT REPORT ON FORM 8-K DATED MARCH 29, 1999
GARY PLAYER DIRECT, INC.
Exhibit No. Document Description Page No.
2.0 Agreement of Merger between the Registrant and Golf One 5
2.1 Certificate of Merger. 8
99.0 Press release relating to the Merger, dated April 15, 1999. 9
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Exhibit 2.0
AGREEMENT AND PLAN OF REORGANIZATION AND MERGER
This Agreement and Plan of Reorganization and Merger (the "Merger
Agreement") is made and entered into as of this 26th day of March, 1999, between
Golf One Industries, Inc., a Delaware corporation ("Golf One") and Grafix
Corporation, a Delaware corporation (the "Company"), with reference to the
following facts:
RECITALS
A. Golf One is a corporation duly organized and existing under the laws of
the State of Delaware.
B. The Company is a corporation duly organized and existing under the laws
of the State of Delaware.
E. The stockholders of Golf One and the Company have determined that it is
advisable and in the best interests of each such company that Golf One merge
with and into the Company upon the terms and subject to the conditions of this
Merger Agreement for the purpose of effecting the merger of Golf One into the
Company in the State of Delaware.
F. The stockholders of Golf One and the Company have, by resolutions duly
adopted on March 26, 1999, and February 23, 1999, respectively, approved and
adopted this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein, each of the parties to this Agreement (the "Parties") hereby
agree as follows:
1. Merger. In accordance with Section 251 of the Delaware General
Corporation Law (the "Delaware Law") on the Effective Date (as defined herein),
Golf One shall be merged with and into the Company pursuant to the terms and
conditions set forth herein (the "Merger"), effective as of and at the Effective
Time (as defined herein).
2. Filing of Certificate of Merger. As soon as practicable, but in no case
later than 20 days following the date of this Agreement, the Parties will cause
to be executed and filed the Certificate of Merger as prescribed by Section
251(c) of the Delaware Law to give effect to the Merger and to effect the
transfer of all assets and liabilities of Golf One to the Company.
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3. Effective Date. The date on which the Merger shall become effective is
the date on which the Certificate of Merger is filed with the Delaware Secretary
of State (the "Effective Date"). The time at which the Certificate is filed is
referred to herein as the "Effective Time."
4. Separate Existence. The separate existence of Golf One shall cease at
the Effective Time.
5. Surviving Entity, Name. The Company (sometimes referred to herein as the
"Surviving Entity") shall survive the Merger and will continue to carry on its
business after the Effective Time as a Delaware corporation under the new name
"Gary Player Direct, Inc."
6. Certificate of Formation; Formation Agreement. The Certificate of
Incorporation of the Company in effect immediately prior to the Effective Time
shall be the Certificate of Incorporation of the surviving entity after the
Merger and shall continue in full force and effect without further change or
amendment until thereafter amended in accordance with the provisions thereof and
applicable law. The Bylaws of the Company in effect immediately prior to the
Effective Time shall constitute the Bylaws of the surviving entity without
change or amendment until thereafter amended in accordance with the provisions
thereof and applicable law.
7. Conversion of Interests. At the Effective Time, by virtue of the Merger
and without any action on the part of the holder thereof, all of issued and
outstanding shares of capital stock of the Golf One shall, by virtue of the
Merger and without any action on the part of Golf One, the Company or the holder
of such shares be cancelled and converted into 47,974,760 shares of fully paid
and nonassessable shares of Common Stock, par value $0.001 per share, of the
Company. Furthermore, the Company shall issue a total of 24,885,660 shares of
fully paid and nonassessable shares of Common Stock, par value $ 0.001 per
share, of the Company to certain identified lenders and vendors of Golf One, as
set forth on the attached Schedule 1, incorporated herein by reference.
Furthermore, the Company shall reserve an additional 7,500,000 shares of its
Common Stock for issuance pursuant to the Gary Player Group, Inc. acquisition
contemplated by the Company and Golf One.
8. Further Assurances. Each of the Parties hereto hereby covenants and
agrees that it will use its respective best efforts to cause the conditions set
forth herein to be satisfied on or before the Effective Date. Each Party hereto
shall, execute, acknowledge and deliver such agreements, documents, instruments
and other writings, and otherwise do all such acts and things, as the requesting
Party may reasonably require in order to carry out and effectuate the purposes
of this Agreement and the transactions covered and contemplated hereby.
9. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which
together shall constitute one and the same instrument.
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IN WITNESS WHEREOF, the Parties hereto have executed and delivered this
Agreement as of the date first above written.
GOLF ONE INDUSTRIES, INC.,
a Delaware corporation
By: /s/ A.J. CERVANTES, JR.
--------------------------------
Name: A. J. Cervantes, Jr.
Its: President
GRAFIX CORPORATION,
a Delaware corporation
By: /s/ KENT D. KRAUSMAN
------------------------------
Name: Kent D. Krausman
Its: President and CEO
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Exhibit 2.1
CERTIFICATE OF MERGER
This Certificate of Merger is filed pursuant to Section 251 of the General
Corporation Law of the State of Delaware:
1. Name and State of Incorporation of the Constituent Corporations:
Grafix Corporation, a Delaware corporation (the surviving
corporation) and Golf One Industries, Inc., a Delaware
corporation.
2. An agreement of merger has been approved, adopted, certified,
executed and acknowledged by each of the constituent corporations
in accordance with Section 251 of the General Corporation Law of
the State of Delaware.
3. Grafix Corporation shall be the surviving corporation. Pursuant
to the terms of the merger agreement, the name of the surviving
corporation shall be changed to "Gary Player Direct, Inc."
4. Amendment to the Certificate of Incorporation of Grafix
Corporation:
Article FIRST shall be changed to read:
"The name of the corporation is GARY PLAYER DIRECT, INC."
The first paragraph of Article FOURTH shall be changed to read:
"The total number of authorized shares which the corporation
is authorized to issue shall be 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."
Shareholders owning a majority of the voting stock of the
corporation approved these amendments to the corporation's
Certificate of Incorporation by written consent dated February
23, 1999.
5. The executed agreement of merger is on file at the office of the
surviving corporation, 6260 South University Boulevard,
Littleton, Colorado 80121.
6. A copy of the agreement of merger will be furnished to any
stockholder of either constituent corporation, upon request and
without charge.
Dated: March 26, 1999.
GRAFIX CORPORATION:
/s/ KENT D. KRAUSMAN
- --------------------------------
Kent D. Krausman, Director
/s/ ARNOLD P. GUTTENBERG
- --------------------------------
Arnold P. Guttenberg, Director
/s/ CLIFF COZIER
- --------------------------------
Cliff Cozier, Director
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Exhibit 99.0
[Gary Player Direct Letterhead]
GRAFIX CORPORATION AND GOLF ONE INDUSTRIES COMPLETE MERGER
Nasdaq OTC Bulletin Board-GPLY
Santa Maria, CA,-April 15, 1999 - Grafix Corporation d/b/a Carrera Golf and Golf
One Industries, Inc. have completed a merger, it was announced today by Alfonso
J. Cervantes, president of the combined Company. Concurrent with the closing of
the merger, Grafix changed its name to Gary Player Direct, Inc., and changed its
Nasdaq Bulletin Board trading symbol from CRRA to GPLY.
Gary Player Direct is an Internet-driven golf company engaged in the marketing
of premium men's and women's golf equipment, apparel and accessories on a direct
marketed basis through the Internet, direct response television, telesales and
direct mail under the Gary Player brand name. The company's Internet site,
www.garyplayerdirect.com, is being constructed to serve as a multi-dimensional
marketing platform to support the company's multiple direct marketing channels
designed to generate revenues and earnings as well as create consumer awareness
for the Gary Player brand name by capitalizing on the direct-to-consumer
revolution. The company's strategic plan is to focus on its competitive
advantage of bypassing traditional golf industry retail barriers by utilizing is
lower cost direct marketing techniques selling high quality golf products at
lower price points than competitors.
"We are extraordinarily pleased with recent events which have created a
publicly-held Gary Player Direct, Inc." said Cervantes, adding, "we are now
positioned to create an international direct marketing powerhouse through the
sale of premium Gary Player golf product sold directly to the golf consumers at
attractive prices utilizing the Internet to increase sales, provide better
customer service, lower corporate expense, increase margins and develop leads."
Kent Krausman, a director of the company, its Senior Vice President and former
president of Carrera, noted, "We believe Gary Player Direct represents the next
generation of golf companies utilizing cutting edge marketing and technology to
bring great product at great prices to the market." In addition to Krausman and
Cervantes, Los Angeles businessman Robert J. Friedland has also joined the
Company's Board of Directors. Gary Player Direct, Inc. anticipates naming other
directors shortly. Senior management of the Company includes Cervantes,
Krausman, Joseph A. DePanfilis (Executive Vice President and COO) and Richard S.
Schonfeld (Chief Financial Officer).
Gary Player Direct employs approximately 200 people and is located in Santa
Maria, California. Its corporate offices house its Internet operations, Customer
Service, Order Administration, Production, Shipping and Fulfillment, Finance and
an outbound call center. The company also operates two additional call centers
in Ventura, California and San Luis Obispo, California.
Prior to the merger both Golf One and Carrera restructured their debt with an
aggregate of approximately $7 million converted or forgiven pursuant the
restructuring. Grafix effected a 1:20 reverse stock split effective April 9,
1999, resulting in approximately 5 million shares currently issued and
outstanding. The company anticipates approximately $18 million in revenues for
the trailing fiscal year with losses including certain non-recurring charges
pursuant to the company's restructuring. The Company is conducting a private
placement to fund operating deficits and expansion of operations.
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Contact:
Marci Perez
Gary Player Direct: (805)346-1600 ext.303
fax: (805) 739-8970
Safe Harbor Statement Under the Private Securities Litigation Reform Act of
1995. This press release contains forward-looking information within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Act of 1934, including statements that include the words "believes," "expects,"
"anticipates," or similar expressions. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors that may cause the
actual results, performance or achievements of Gary Player Direct, Inc. to
differ materially from those expressed or implied by such forward-looking
statements. Such factors include, among others, the risk factors contained in
the Company's Annual Reports and other filings with the Securities and Exchange
Commission. In addition, description of anyone's past success, either financial
or strategic, is no guarantee of future success. Gary Player Direct, Inc. will
remain dependent upon future financing for its growth and development, and for
it to successfully implement its business plan. No statement contained herein
should be construed as indicating that such financing is or will be available,
and if available will be on terms favorable to the Company. This press release
speaks as of the date first set forth above and Gary Player Direct, Inc. assumes
no responsibility to update the information included herein for events occurring
after the date hereof.
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