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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 22, 2000.
GARY PLAYER DIRECT, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 033-07811NY 93-0943925
State or Other Jurisdiction Commission IRS Employer
or Incorporation or Organization File Number Identification No.
710 ACROVISTA, SUITE B, SAN LUIS OBISPO, CA 93401
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES ZIP CODE
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Registrant's telephone number, including area code: (805) 783-1011
__________________________________________________________________________
Former name or former address, if changed since last report
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ITEM 5. OTHER EVENTS.
As set forth in the accompanying press release, on February 22, 2000, the
Company executed a General Assignment for the Benefit of Creditors.
ITEM 7. EXHIBITS.
99.1 Press Release dated February 23, 2000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
GARY PLAYER DIRECT, INC.
By: /s/ Marc B. Player
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Marc B. Player
President and Chief Executive Officer
Date: February 23, 2000
2
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Exhibit 99.1
TO BUSINESS EDITOR:
Gary Player Direct, Inc. Executes General Assignment for the Benefit of
Creditors; Direct Marketing Agreement Cancelled
SAN LUIS OBISPO, Calif., Feb. 23 /PRNewswire/ -- Gary Player Direct, Inc.
(OTC Bulletin Board: GPLY), announced today that the Company had executed a
General Assignment for the Benefit of Creditors on February 21, 2000. The
Assignee is The Hamer Group of Sherman Oaks, California.
The Company has been conducting its operations as Gary Player Direct since
April of 1999 following the merger of Golf One Industries, Inc. d/b/a Gary
Player Direct with and into Grafix Corporation. Prior to the merger with Grafix
Corporation, Golf One Industries and two subsidiary corporations -- Rhino
Marketing, Inc. and Gran Prix Marketing, Inc. -- were in the business of
manufacturing and distributing golf clubs. These subsidiaries commenced their
business in 1995 and 1997, respectively.
Since inception, the Company's cash requirements have exceeded its cash
flow from operations and, at December 31, 1999, the Company had a working
capital deficit of $18,011,565. As a result, the Company had been dependent on
loans and sales of securities to continue its operations. In addition, at
December 31, 1999 the Company has reported in its 10-QSB current liabilities of
approximately 18.6 Million and losses for the nine months ended December 31,
1999 in excess of $9.5 Million. During the past several weeks, the Company's
bank accounts have been levied upon by creditors of the Company making
operations extremely difficult to continue.
The Company is a public company required to file reports with the
Securities & Exchange Commission. As of October 1999, certain SEC reports had
not been filed by the Company and on October 19, 1999, the Company's common
stock was delisted from trading on the Nasdaq OTC Bulletin Board. Upon assuming
control of the Company in October of 1999, the Company's present Board of
Directors took appropriate steps to comply with the Company's reporting
obligations and relist the common stock on the Nasdaq OTC Bulletin Board.
The Company completed its outstanding SEC reports and subsequently the
Company's common stock was approved for quotation on the Nasdaq OTC Bulletin
Board on or about January 14, 2000. The financial statements prepared for the
September 30, 1998 and March 31, 1999 fiscal years and subsequent periods
revealed the existence of liabilities well in excess of those anticipated by
the Board.
In an effort to restructure the Company, the Board made an extensive
search to find a strategic partner or a merger candidate to resolve the
operating difficulties experienced by the Company. As a result of the Company's
significant liabilities and pending and threatened litigation, the Company was
unsuccessful in completing any acquisitions, mergers or sales transactions.
Additionally, the Company was unsuccessful in finalizing an asset purchase
agreement that had been previously negotiated by the Company's prior
management with The Player Group to obtain a perpetual license to utilize the
name Gary Player and the associated trademarks. The Company considered seeking
protection under the United States Bankruptcy Code, but believed that executing
a General Assignment for the Benefit of Creditors would be more effective and
allow for a greater potential recovery to the creditors of the Company. The
Company's management has evaluated its options in light of the Company's
financial condition. California law provides for an orderly liquidation of
assets by an independent Assignee.
Upon the occurrence of the General Assignment for the Benefit of
Creditors, The Gary Player Group's Direct Marketing Agreement with the Company
was automatically terminated and The Gary Player Group revoked the license in
favor of the Company to utilize the name Gary Player Direct as the Company's
corporate name. The Direct Marketing Agreement between the Company and The
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Gary Player Group contains specific provisions that provide for the immediate
termination of the Direct Marketing Agreement based on insolvency, bankruptcy
or the making of an assignment for the benefit of creditors. The Player Group
and Mr. Player have been pleased with the new management's attempt to satisfy
the customer issues along with the financial reporting obligations but
indicated in discussions that the Company's financial condition was just too
precarious to continue the relationship. Mr. Player and The Player Group
notified the Company on numerous occasions that Mr. Player's reputation built
throughout five decades of golf has been irreparably harmed by constant
complaints from members of the general public. Under existing bankruptcy law
and case law decisions applicable in California and Delaware, a Chapter 11
debtor-in-possession cannot compel a licensor (such as The Gary Player Group)
to consent to an assignment of the licensee's rights under a license agreement
to a third party without the explicit consent of the licensor. The Company was
unable to obtain such consent from The Gary Player Group so the commencement of
Chapter 11 would bring no benefit to the creditors and would increase costs to
the Company.
Also in connection with today's announcements, the Company accepted the
resignations of Mr. Marc Player as the interim President and Chief Executive
Officer of the Company as well as a member of the Board of Directors, Pamela J.
Campbell as a Director, Thomas P. Gallagher as a Director and Chairman, and
Carl Casareto as Executive Vice President. In addition, upon the occurrence of
the Assignment, it is anticipated that secured creditors of the Company's
subsidiaries Gran Prix Marketing, Inc. and Rhino Marketing, Inc. will commence
foreclosure proceedings on the assets of those entities.
The Hamer Group, Inc. will notify all creditors and shareholders of the
Company by mail as to the procedures to be followed for the submission of
claims against the Assignment estate. The Assignee will furnish creditors and
shareholders with a claim form which should be completed and returned to the
Assignee in accordance with the instructions to be furnished by the Assignee.
The statements in this press release relating to matters that are not
historical are forward-looking statements which involve risks and uncertainties
including, without limitation, economic and competitive conditions in the
markets served by the Company affecting the demand for the Company's products,
product pricing, market acceptance, access to distribution channels,
availability of new financing, and other risks detailed from time-to-time in
the Company's Securities and Exchange Commission filings and press releases.
These risks could cause actual results to differ materially from those
anticipated or described herein.
