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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): December 30, l999
MORROW SNOWBOARDS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
OREGON 0-27002 93-1011046
(STATE OR OTHER JURISDICTION OF (COMMISSION (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) FILE NUMBER) IDENTIFICATION NUMBER)
2600 PRINGLE ROAD, S.E.
SALEM, OR 97302
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(503) 375-9300
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
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ITEM 1. CHANGE IN CONTROL: UPDATE
On January 10, 2000, Stephen Kircher ("Kircher"), Capitol Bay Group, Inc.
("CBG"), Capitol Bay Management, Inc. ("CBM"), Capitol Bay Securities, Inc.,
Steven Kay ("Kay") and Larry Kelley ("Kelley") filed with the Securities and
Exchange Commission ("SEC") Amendment No. 2 to the previously filed Schedule
13-D filed by Kircher, CBG, CBM and CBS and certain Forms 4 reflecting
changes in the previously reported beneficial ownership of 3,212,900 shares
of Morrow Snowboards, Inc. (the "Company" or "Morrow") Common Stock by
Kircher, CBG, CBM, and CBS and the new beneficial ownership by Messrs. Kay and
Kelley of a portion of such securities previously held of record by CBM
(collectively, the "Reporting Persons"). CBM and CBS are wholly-owned
subsidiaries of CBG and CBG is wholly-owned by Mr. Kircher. As reported
therein, CBM on December 1, 1999, distributed its 3,000,000 shares of Morrow
Common Stock as follows: (i) 2,000,000 shares to Kircher, a Morrow director
and CBM director, officer and shareholder, (ii) 500,000 shares to Kay, and
(iii) 500,000 shares to Kelley. Mr. Kircher has an irrevocable proxy to vote
the 1,000,000 shares of Morrow Common Stock now held by Messrs. Kay and Kelley
for a one-year period, with the exception of any vote concerning any merger of
the Company, any sale of all or substantially all of the Company's assets or
any reorganization to which the Company is a party. CBS retained its
beneficial ownership of 212,900 shares of the Company's Common Stock.
Following such transactions, Kircher may be deemed to beneficially hold
3,212,900 shares of the Company's common stock (35.01% of the Company's
outstanding 9,176,556 shares of Common Stock, the Company's only outstanding
security), constituting 2,000,000 shares held of record directly by Kircher
and the voting authority over an additional 1,212,900 shares through (i)
proxies over 1,000,000 shares of the Company's Common Stock held by Messrs.
Kay and Kelley and (ii) voting rights held by an affiliate, Capitol Bay
Securities, Inc. ("CBS") in 212,900 shares. Kircher disclaims any beneficial
ownership of the 1,000,000 shares and 212,900 shares. The business address
for CBM, CBS, CBG and Steve Kircher is 2424 Professional Drive, Roseville,
California 95661. The business address for Kay, an attorney, is 100 The
Embarcadero, Penthouse Suite, San Francisco, CA 94105. The business address
for Kelley, a real estate developer, is 5146 Arnold Avenue, McClellan, CA
95652. The shares of the Company's Common Stock held by the Reporting
Persons, if voted together may have sufficient voting power to approve
matters submitted to the Company's shareholders for approval, including the
election of the Company's Board of Directors.
The information contained herein is based on the Schedule 13-D filed by CBM,
CBS and Steve Kircher on July 19, 1999, as amended October 12, 1999 and
January 10, 2000. In the initial Schedule 13-D, the "Reporting Persons"
therein noted that the shares were acquired for investment purposes in the
ordinary course of business. In the Schedule 13-D, as amended on October 12,
1999, the Reporting Persons stated that CBM is currently negotiating (i) with
potential candidates to merge into Morrow or a subsidiary thereof; (ii) for
the infusion of additional capital in an attempt to maintain the financial
stability of Morrow: and/or (iii) a transaction utilizing the status of Morrow
as a public company. Any or all of the foregoing may result in an extraordinary
transaction. Further, it is likely that if any of the foregoing are
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negotiated on behalf of Morrow that Morrow will issue additional shares of
capital stock, amend its articles of incorporation, effect a further change
in the Morrow Board of Directors and management and/ or change its business
plan, any or all of which would likely create a material change in the
business or corporate structure of Morrow. Most of such actions will require
shareholder approval. Generally, under Oregon law, any action requiring
shareholder approval would have to be approved at a meeting at which a quorum
is present (a majority of the outstanding) and be approved by a majority of
the shares represented (in person or by proxy) and voting at such meeting.
Directors are normally elected by a plurality of the shares represented (in
person or by proxy) and voting at the shareholder meeting for the director
position to be filled. Depending on the nature of the transaction dissenters
rights may or may not apply.
ITEM 5. OTHER EVENTS.
On December 30, 1999, the Company purchased an additional 250,000 shares of
Globalgate e-Commerce, Inc. ("Globalgate") Series A Participating Convertible
Preferred Stock ("Series A Preferred") at a purchase price of $1.00 per share
($250,000), bringing the Company's total purchases of the Series A Preferred
to 1,000,000 shares. Prior purchases were previously reported in the Current
Report on Form 8-k for November 29, l999 filed with the Securities and
Exchange Commission on December 10, l999 and the Current Report on Form 8-k
for November 5, l999 filed with the Securities and Exchange Commission on
November 15, l999 ("11/15/99 Form 8-k"). Information regarding Globalgate
and the Series A Preferred is contained in the 11/15/99 Form 8-k.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Salem, State of Oregon, on January 11, 2000.
MORROW SNOWBOARDS, INC.
By: /s/ P. Blair Mullin
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P. Blair Mullin
PRESIDENT AND CHIEF FINANCIAL OFFICER
(PRINCIPAL EXECUTIVE, FINANCIAL AND
ACCOUNTING OFFICER)
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