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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 31, 2000
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 2. ACQUISITION OR DISPOSITION OF ASSETS.
This Form 8K/A does not amend or supplement the information previously reported
under this item.
ITEM 5. OTHER EVENTS.
As previously reported in the Form 8-K for January 31, 2000 and filed February
1, 2000, Morrow Snowboards, Inc. dba Granite Bay Technologies ("Company"), in a
private placement closed on January 31, 2000, sold 5,800,000 shares of its
Common Stock. The Company engaged Capitol Bay Securities, Inc.("CBS") as the
placement agent for the offering. As placement agent, CBS received sales
commissions of $435,000 (10% of the proceeds raised), a nonaccountable expense
allowance of $116,000 (2% of the proceeds raised, an accountable expense
allowance (not to exceed $25,000) and warrants to acquire 580,000 of the
Company's Common Stock at an exercise price of $.75 per share. CBS is a
wholly-owned subsidiary of Capitol Bay Group, Inc. ("CBG") and CBG is wholly
owned by Stephen Kircher, a director of the Company. A copy of the placement
agent agreement between the Company and CBS is being filed with this agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBITS. The following exhibits are included with this filing:
1. Placement Agent Agreement dated January 13, 2000 between the Company
and CBS.
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 February 1, 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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Exhibit No. Document Description
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<S> <C>
99.13 Placement Agent Agreement dated January 13, 2000 between
Morrow Snowboards, Inc. and Capitol Bay Securities, Inc.
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January 13, 2000
Mr. Blair Mullin
Morrow Snowboards, Inc.
P.O. Box 12606
Salem, OR 97309
Dear Blair:
This letter will confirm that Morrow Snowboards, Inc. (the "Company" or
"Morrow"), has engaged Capitol Bay Securities ("CBS") in connection with the
transaction described hereinafter. We understand that the Company intends to
invest in the common stock of International DisplayWorks, Inc.("IDW"), a
Delaware corporation, that the proceeds from the sale of certain securities
issued by the Company, together with other funds, will be used to finance the
investment. The terms and conditions of such engagement are as follows:
1. Morrow hereby retains CBS to act as its agent in connection with the
arranging of up to 5,800,000 shares ($4,350,000) of common stock
("Stock") to be issued by Morrow to effect the investment in IDW.
2. CBS hereby agrees to use its best efforts to secure financing for the
above referenced Stock. The financing will be conducted as a private
placement financing with sales to "accredited" investors only among
CBS' clients. CBS agrees to maintain an offering log and documentation
reasonably necessary to establish the accredited investor status of the
offerees.
3. As consideration for the service to be performed by CBS hereunder,
Morrow agrees to pay to CBS fees as follows:
Fee equal to 10% of the principal amount of equity raised.
As additional consideration, CBS shall be entitled to warrants to
purchase up to 10% of the equity amount raised for the acquisition at
the same price as that paid by the equity investors, and a
non-accountable expense allowance not to exceed 2% of the gross
proceeds of the Shares sold by the Company.
4. The Company will reimburse CBS, upon its demand, for all reasonable
expenses (including stock processing fees for CBS investors, fees and
disbursements of CBS' counsel and all of CBS travel and other
out-of-pocket expenses which we have incurred and will incur) in
connection with this engagement, not to exceed $25,000.
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5. The Company agrees to indemnify CBS in accordance with the attached
Exhibit A.
6. In order to establish the effectiveness of this Agreement, you shall
execute a copy of this letter in the space provided and hand deliver or
deliver by courier service, for arrival the following day, to us at the
following address your executed copy of this letter (including the
exhibits):
Capitol Bay Securities
2424 Professional Drive
Roseville, CA 95661
This agreement shall be deemed effective upon our receipt of the
executed letter.
7. This document may be executed in counterparts, all of which will be
considered one and the same instrument, and will be governed by and
construed in accordance with the laws of the State of California.
Sincerely,
CAPITOL BAY SECURITIES
By:/s/ Stephen C. Kircher
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Stephen C. Kircher
Chief Executive Officer
ACCEPTED THIS 14th day of January, 2000
MORROW SNOWBOARDS, INC.
By:/s/ Blair Mullin
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Blair Mullin
President
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Exhibit A
INDEMNIFICATION
Morrow Snowboards, Inc. ("Morrow") hereby indemnifies and hold harmless Capitol
Bay Securities ("CBS"), its officers, directors, employees, controlling persons
and agents from and against any and all losses, claims, damages, liabilities and
expenses, joint or several (including all reasonable legal and other expenses in
connection with the preparation for or defense of or appearing as a witness with
respect to any claim, action or proceeding) caused by or arising out of CBS'
acting for Morrow pursuant to this Agreement; except the Company will not be
liable for such indemnification hereunder to the extent such losses, claims,
damages, liabilities or expenses are found in a final judgement of a court to
have resulted from CBS' breach of its obligations as a placement agent, its
negligence or willful misconduct. The Company may, if it so elects, assume the
defense of such action or proceeding; however, if Morrow elects to assume the
defense such defense shall be conducted by counsel satisfactory to CBS. In the
event that Morrow elects to assume the defense of any such action or proceeding
and retains such counsel, Morrow shall bear the fees and expenses of any
additional counsel thereafter retained by it. The foregoing indemnification
shall survive any termination of this Agreement. Morrow will promptly notify CBS
of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to the transactions contemplated by this
Agreement.
