SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 1
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Golf Training Systems, Inc.
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(NAME OF ISSUER)
Common Stock, par value $.01 per share
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(TITLE OF CLASS OF SECURITIES)
38168F-104
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(CUSIP NUMBER)
Gary P. Kreider, Esq.
Keating, Muething & Klekamp, P.L.L.
One East Fourth Street, 18th Floor
Cincinnati, Ohio 45202
(513) 579-6411
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(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
January 6, 1998
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(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
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CUSIP NO. 38168F-104 13D PAGE 2 OF 6 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
John Howard Laeri, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)
(b)
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF - See Item 3
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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7 SOLE VOTING POWER
1,265,500
NUMBER OF --------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
1,265,500
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,265,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.6%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to Schedule 13D amends Items 3, 4, 5, 6 and 7 in the
following respects.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On January 6, 1998, Golf Training Systems, Inc. (the "Company") completed a
private placement of senior secured debt with a 10 percent, six-month, secured
bridge loan under a $1,000,000 credit facility and financing plan with Mr.
Laeri. In connection with the private placement of debt, Mr. Laeri received an
immediately exercisable Warrant to purchase One Million (1,000,000) shares of
Common Stock at the purchase price of Twenty-Five Cents ($0.25) per share. Mr.
Laeri purchased the senior secured debt with his personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
Through the date hereof, Mr. Laeri has purchased a total of 205,500 shares
of Common Stock in market transactions through his self-directed individual
retirement account. As previously disclosed on his Schedule 13D dated June 21,
1997, Mr. Laeri considers his beneficial ownership of Common Stock as an
investment which he will continue to evaluate.
In part as a result of his market purchases of Common Stock, Mr. Laeri has
determined to purchase the Company's senior secured debt as described below.
From time to time, Mr. Laeri may acquire additional shares of Common Stock or
other equity securities of Golf Training Systems or dispose of some or all of
the securities which he beneficially owns.
Upon approval by the shareholders of the Company of an increase in the
authorized Common Stock, which approval will be sought at a Special Meeting of
the shareholders of the Company to be held in early 1998, it is expected that
the debt purchased by Mr. Laeri will be exchanged for a Five Hundred Thousand
Dollar ($500,000) senior secured five year loan to the Company from Mr. Laeri
that is convertible into shares of the Company's Series D Convertible Preferred
Stock, by the issuance by the Company to Mr. Laeri of Fifty Thousand (50,000)
shares of the Company's Series C Convertible Preferred Stock for Ten Dollars
($10.00) per share and by the Company's issuance of a Five Year Warrant to Mr.
Laeri giving the Mr. Laeri the right to purchase Four Million (4,000,000) shares
of Common Stock for One Million Dollars ($1,000,000). Each of the series of
Preferred Stock would be convertible into Common Stock at $0.30 per share. This
exchange of debt would result in Mr. Laeri obtaining voting control of the
Company.
Mr. Laeri is not a director or officer of the Company and does not
participate in the management of the Company.
Other than as stated above, Mr. Laeri has no plans or proposals which
relate to or would result in:
<PAGE>
(a) The acquisition by any person of additional securities of the Company,
or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or of
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or term
of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control
of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted
in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Act of 1934; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) Mr. Laeri is the beneficial owner of 1,265,500 shares of Common Stock
which constitutes 25.6% of the outstanding Common Stock.
(b) Mr. Laeri has the sole power to vote and dispose of the Common Stock.
(c) See Item 3. In September 1997, Mr. Laeri purchased two shares of the
Company's Series B Preferred Stock. In January 1998, the Series B
Preferred Stock was exchanged for two shares of the Company's Series
B-1 Preferred Stock. The two shares of Series B-1 Preferred Stock is
convertible into 60,000 shares of Common Stock, subject to adjustment.
<PAGE>
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
If shareholder approval is received and the debt purchased by Mr. Laeri is
exchanged as discussed in Item 4, Mr. Laeri will obtain voting control of the
Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Power of Attorney (previously filed with Schedule 13D dated June 21,
1997).
2. Warrant to Purchase Common Stock
<PAGE>
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth herein is true, complete and correct.
Dated: January 12, 1998 By: /s/ Gary P. Kreider
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Gary P. Kreider
Attorney-in-Fact
<PAGE>
EXHIBIT 2
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF
HAVE BEEN ISSUED AND SOLD WITHOUT REGISTRATION IN RELIANCE UPON EXEMPTIONS FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT") AND APPLICABLE
STATE SECURITIES LAWS (THE "STATE ACTS"). SUCH SECURITIES MAY NOT BE OFFERED FOR
SALE, SOLD, OR TRANSFERRED OTHER THAN PURSUANT TO AN EFFECTIVE REGISTRATION OR
AN EXEMPTION THEREFROM UNDER THE 1933 ACT AND THE STATE ACTS.
WARRANT TO PURCHASE COMMON STOCK
OF
GOLF TRAINING SYSTEMS, INC.
(A DELAWARE CORPORATION)
EXERCISABLE ONLY
UPON CONDITIONS HEREIN SPECIFIED
VOID NOT LATER THAN 5:00 O'CLOCK P.M.,
ATLANTA, GEORGIA TIME, ON JUNE 30, 1998
HOLDER: JOHN H. LAERI, JR.
INITIAL SHARES:1,000,000
1. GRANT OF WARRANTS. GOLF TRAINING SYSTEMS, INC., a Delaware
corporation (the "Corporation"), hereby certifies that the above-named Holder
("Holder"), its registered successors and permitted assigns registered on the
books of the Corporation maintained for such purposes as the registered holder
hereof, for value received, is entitled to purchase from the Corporation One
Million (1,000,000) fully paid and nonassessable shares (the "SHARES") of common
stock of the Corporation (the "COMMON STOCK"), at the purchase price of
Twenty-Five Cents ($.25) per Share) (the "Exercise Price"). The Exercise Price
and the number of Shares are subject to adjustment (as hereinafter provided)
upon the terms and conditions provided in this warrant (the "WARRANT" or
"WARRANT CERTIFICATE").
2. EXERCISE OF WARRANT.
(a) Subject to subsection (b) of this Section 2, upon
presentation and surrender of this Warrant Certificate and a Notice of
Exercise in the form attached hereto as Exhibit "A" at the principal
office of the Corporation at 3400 Corporate Way, Suite G, Duluth,
Georgia 30136, or at such other place as the Corporation may designate
by notice to the Holder hereof, together with a check payable to the
order of the Corporation in the amount of the Exercise Price times the
number of Shares being purchased, the Corporation shall deliver to the
Holder hereof, as promptly as practicable, certificates representing
the Shares being purchased. This Warrant may be exercised in whole or
in part in minimum increments of 100,000 Shares. In case of exercise
hereof in part only, the Corporation, upon surrender hereof, will
deliver to the Holder a new Warrant Certificate or Warrant
Certificates of like tenor entitling the Holder to purchase the number
of Shares as to which this Warrant has not been exercised.
<PAGE>
(b) This Warrant may be exercised in whole or in part at any time
prior to 5:00 o'clock p.m., Atlanta, Georgia time, on or before June
30, 1998.
3. EXCHANGE AND TRANSFER OF WARRANT. This Warrant Certificate at any
time prior to the exercise hereof, upon presentation and surrender to the
Corporation and compliance with Section 6 below, may be exchanged, alone or with
other Warrant Certificates of like tenor registered in the name of the Holder,
for another Warrant Certificate or Warrant Certificates of like tenor in the
name of such Holder or its assignee or transferee exercisable for the same
aggregate number of Shares as the Warrant Certificate or Warrant Certificates
surrendered.
4. RIGHTS AND OBLIGATIONS OF WARRANT HOLDER.
(a) The Holder of this Warrant Certificate shall not, by virtue
hereof, be entitled to any rights of a shareholder in the Corporation,
either at law or in equity; provided, however, in the event that any
certificate representing the Shares is issued to the Holder hereof
upon exercise of this Warrant, such Holder shall, for all purposes, be
deemed to have become the holder of record of such Shares on the date
on which this Warrant Certificate, together with a duly executed
purchase form, was surrendered and payment of the Exercise Price was
made, irrespective of the date of delivery of such Share certificate.
The rights of the Holder of this Warrant are limited to those
expressed herein and the Holder of this Warrant, by its acceptance
hereof, consents to and agrees to be bound by and to comply with all
the provisions of this Warrant Certificate. In addition, the Holder of
this Warrant Certificate, by accepting the same, agrees that the
Corporation may deem and treat the person in whose name this Warrant
Certificate is registered on the books of the Corporation maintained
for such purpose as the absolute, true and lawful owner for all
purposes whatsoever.
(b) The Holder of this Warrant Certificate, as such, shall not be
entitled to vote or receive dividends or to be deemed the holder of
Shares for any purpose, nor shall anything contained in this Warrant
Certificate be construed to confer upon the Holder of this Warrant
Certificate, as such, any of the rights of a shareholder of the
Corporation including but not limited to any right to vote, give or
withhold consent to any action by the Corporation, whether upon any
recapitalization, issue of stock, reclassification of stock,
consolidation, merger, share exchange, conveyance or otherwise,
receive notice of meetings or other action affecting shareholders
(except for the notices provided for herein), or receive subscription
rights, until this Warrant shall have been exercised and the Shares
purchasable upon the exercise hereof shall have become deliverable as
provided herein.
5. SHARES UNDERLYING WARRANT. The Corporation covenants and agrees that
all Shares delivered upon exercise of this Warrant shall, upon delivery and
payment therefor, be duly and validly authorized and issued, fully paid and
nonassessable, and free from all liens, encumbrances and charges with respect to
the purchase thereof.
6. DISPOSITION OF WARRANTS OR SHARES. The Holder of this Warrant
Certificate and any transferee hereof or of the Shares issuable upon the
exercise of this Warrant, by their acceptance hereof or thereof, hereby
2
<PAGE>
understand and agree that this Warrant, and the Shares issuable upon the
exercise hereof, have not been registered under either the Securities Act of
1933 (the "1933 ACT") or applicable state securities laws (the "STATE ACTS") and
shall not be sold, pledged, hypothecated, donated or otherwise transferred
(whether or not for consideration) except upon the issuance to the Corporation
of a favorable opinion of counsel or submission to the Corporation of such
evidence as may be reasonably satisfactory to counsel to the Corporation, in
each such case, to the effect that any such transfer shall not be in violation
of the Act and the State Acts. It shall be a condition to the transfer of this
Warrant that any transferee hereof deliver to the Corporation its written
agreement to accept and be bound by all of the terms and conditions of this
Warrant Certificate.
7. ADJUSTMENTS. The Exercise Price as hereinabove provided shall be
subject to adjustments as follows:
(a) In case the Corporation shall (a) pay a dividend on its
Common Stock in shares of its Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number of shares,
(c) combine its outstanding shares of Common Stock into a lesser
number of shares, or (d) issue by reclassification of its shares of
Common Stock any shares of its capital stock, the number of Shares
purchasable upon the exercise of this Warrant in effect immediately
prior thereto, shall be adjusted so that the Holder shall be entitled
to receive, upon exercise of this Warrant, the number of Shares which
such Holder would have owned or have been entitled to receive after
the happening of such event had such Holder exercised this Warrant
immediately prior to the record date in the case of such dividend or
the effective date in the case of any such subdivision, combination or
reclassification. An adjustment made pursuant to this subsection (a)
shall be made whenever any such events shall happen, but shall become
effective retroactively after such record date or such effective date,
as the case may be, as to portion of this Warrant exercised between
such record date or effective date and the date of happening of any
such event.
(b) In case the Corporation shall (a) issue rights or warrants to
all holders of the Common Stock entitling them to subscribe for or
purchase shares of Common Stock at a price per Share less than the
Exercise Price as in effect from time to time, or (b) issue or sell
any shares of Common Stock (or be deemed to have issued any shares of
Common Stock as provided herein including, without limitation, by
issuance of securities convertible into or exchangeable for Common
Stock), without consideration or for consideration per Share less than
the Exercise Price, then in each case the Exercise Price in effect
immediately prior to such issuance automatically and forthwith shall
be adjusted or readjusted (to the nearest cent) as follows:
(i) The Exercise Price shall be automatically lowered to the
price per Share which is less than the Exercise Price (the
"Adjusted Exercise Price") for that number of Shares purchasable
upon exercise of this Warrant which shall be calculated by
multiplying (i) the number of Shares of Common Stock purchasable
upon exercise of this Warrant prior to the foregoing adjustment
to the Exercise Price by (ii) a fraction whose numerator is the
lesser of (aa) the below described denominator or (bb) the total
number of Shares sold or deemed to be sold in a subsequent
transaction and whose denominator is the number of Shares
originally purchasable upon exercise of this Warrant. The balance
of the Shares purchasable upon exercise of this Warrant shall
continue subject to the Exercise Price in effect prior to the
foregoing adjustment to the Exercise Price.
<PAGE>
(ii) In the event there is any subsequent event under this
subsection (b) which triggers an adjustment to the Exercise Price
as provided herein, the adjustment to the Exercise Price shall
first affect those Shares purchasable upon exercise of this
Warrant which have not been subject to adjustment hereunder and
any adjustment(s) thereafter shall first affect those Shares with
the highest Adjusted Exercise Price.
(c) For the purpose of any adjustment of the number of shares of
Common Stock purchasable upon exercise of this Warrant pursuant to
this Section 7, the following provisions shall be applicable:
(i) In the case of the issuance of Common Stock for cash,
the consideration received upon such issuance shall be deemed to
be the gross amount of cash paid therefor.
(ii) In the case of the issuance of Common Stock for a
consideration in whole or in part other than cash, the
consideration received upon such issuance other than cash shall
be deemed to be the fair market value thereof.
(iii) In the case of the issuance of Common Stock without
consideration, the consideration received upon such issuance
shall be deemed to be $0.01 per share.
(iv) In the case of the issuance of (I) options to purchase
or rights to subscribe for Common Stock, (II) securities by their
terms convertible into or exchangeable for Common Stock or (III)
options to purchase or rights to subscribe for such convertible
or exchangeable securities:
(1) the aggregate maximum number of shares of Common
Stock deliverable upon the exercise of such options to
purchase or rights to subscribe for Common Stock shall be
deemed to have been issued at the time such options or
rights were issued and for a consideration equal to the
consideration, if any, received by the Corporation upon the
issuance of such options or rights plus the minimum purchase
price provided in such options or rights for the Common
Stock covered thereby; and
(2) the aggregate maximum number of shares of Common
Stock deliverable upon conversion of or in exchange for any
such convertible or exchangeable securities or upon the
exercise of options to purchase or rights to subscribe for
such convertible or exchangeable securities and subsequent
conversion or exchange thereof shall be deemed to have been
issued at the time such securities were issued or such
options or rights were issued and for a consideration equal
to the consideration, if any, received by the Corporation
<PAGE>
for any such securities and related options or rights
(excluding any cash received on account of accrued interest
or accrued dividends), plus the additional consideration, if
any, to be received by the Corporation upon the conversion
or exchange of such securities or the exercise of any
related options or rights.
(d) All adjustments under this Section 7 shall be made
to the nearest cent.
(e) No adjustment of the Exercise Price shall be made
in any of the following cases:
(i) upon the grant or exercise of stock options
hereafter granted, or upon the issuance of shares
upon exercise of rights to purchase shares under any
employee, officer, or director stock option plans now
or hereafter authorized, to the extent that the
aggregate of the number of shares which may be
purchased under such option plans is less than or
equal to 15 percent of the number of shares of Common
Stock outstanding on January 1 of the year of the
grant;
(ii) shares of Common Stock issued upon the
conversion of any presently outstanding convertible
security of the Corporation or the Corporation's
Series D Convertible Preferred Stock or Series C
Convertible Preferred Stock;
(iii) shares issued by way of dividend or other
distribution on Common Stock excluded from the
calculation of the adjustment under this subparagraph
(D) or on Common Stock resulting from any subdivision
or combination of Common Stock so excluded; or
(iv) shares issued pursuant to the Warrant or any
stock option or warrant outstanding on the date of
filing of this instrument in the office of the
Secretary of State in accordance with the provisions
of the General Corporation Law of Delaware or a five
year warrant issued to the designee of John H. Laeri,
Jr. to acquire 4,000,000 shares of the Corporation's
Common Stock.
(f) Whenever the Exercise Price is adjusted as herein
provided, the Corporation shall prepare a certificate signed
by the chief financial officer of the Corporation setting
forth the Adjusted Exercise Price and showing in reasonable
detail the facts upon which such adjustment is based. As
promptly as practicable, the Corporation shall cause a copy
of the certificate referred to in this subsection (f) to be
mailed to the Holder.
8. TAXES. The Corporation shall pay all taxes that may be payable in
respect of the issue or delivery of Common Stock on exercise of this Warrant,
but shall not pay any tax which may be payable in respect of any transfer
involved in the issue and delivery of the Common Stock in a name other than that
in which this Warrant was registered, and no such issue or delivery shall be
made unless and until the person requesting such issue has paid to the
Corporation the amount of any such tax, or has established, to the satisfaction
of the Corporation, that such tax has been paid.
<PAGE>
9. FRACTIONAL SHARES. No fractional shares or scrip representing
fractional shares shall be issued upon the exercise of this Warrant. If the
exercise of this Warrant results in a fraction, an amount equal to such fraction
multiplied by the Exercise Price of the Shares on the day of exercise shall be
paid to the Holder in cash by the Corporation.
10. PRESERVATION OF HOLDER'S RIGHTS.
(a) The Corporation covenants and agrees that it shall at all times
reserve and keep available, free from preemptive rights, out of its
authorized Common Stock, solely for the purpose of effecting the exercise
of this Warrant, the full number of shares of Common Stock then deliverable
in the event and upon the exercise of this Warrant. All shares of Common
Stock which may be issued upon exercise of this Warrant shall be fully
paid.
(b) Notwithstanding anything to the contrary elsewhere in this
Warrant, the Corporation shall not, by amendment of its Certificate of
Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any
other voluntary action avoid or seek to avoid the observance or performance
of any of the terms of this Warrant, but will at all times in good faith
assist in the carrying out of all such terms and in the taking of all such
action as may be necessary or appropriate in order to protect the rights of
the holder of this Warrant against dilution. Without limiting the
generality of the foregoing, the Corporation (i) will not increase the par
value of any shares of stock receivable on the exercise of this Warrant
above the amount payable therefor on such exercise, (ii) will take all such
action as may be necessary or appropriate in order that the Corporation may
validly and legally issue fully paid and non-assessable shares of stock on
the exercise of this Warrant from time to time outstanding, (iii) will not
issue any capital stock of any class which is preferred as to dividends or
as to the distribution of assets upon voluntary or involuntary dissolution,
liquidation or winding up, unless the rights of the holders thereof shall
be limited to a fixed sum or percentage of par value in respect of
participation in dividends and in any such distribution of assets, and (iv)
will not transfer all or substantially all of its properties and assets to
any other entity to consolidate with or merge into the Corporation (if the
Corporation is not the surviving entity), unless such other entity shall
expressly assume in writing and will be bound by all the terms of this
Warrant.
(c) In case of any consolidation of the Corporation with or merger of
the Corporation into another corporation or in case of any sale, transfer
or lease to another corporation of all or substantially all the property of
the Corporation, the Corporation or such successor or purchasing
corporation, as the case may be, shall execute an instrument providing that
each holder of this Warrant shall have the right thereafter upon payment of
the Exercise Price in effect immediately prior to such action to purchase
upon exercise of each Warrant the kind and amount of shares and other
securities and property which he would have owned or have been entitled to
receive after the happening of such consolidation, merger, sale, transfer
or lease had such warrant been exercised immediately prior to such action;
provided, however, that no adjustment in respect of dividends, interest or
other income on or from such shares or other securities and property shall
be made during the term of a Warrant or upon the exercise of a Warrant. The
Corporation shall mail by first class mail, postage prepaid, to each holder
<PAGE>
of this Warrant, notice of the execution of any such agreement. Such
agreement shall provide for adjustments, which shall be as nearly
equivalent as may be practicable to the adjustments provided for in Section
7. The provisions of this Section 10 shall similarly apply to successive
consolidations, mergers, sales, transfers or leases.
11. LOSS OR DESTRUCTION. Upon receipt of evidence satisfactory to the
Corporation of the loss, theft, destruction or mutilation of this Warrant
Certificate and, in the case of any such loss, theft or destruction, upon
delivery of an indemnity agreement or bond satisfactory in form, substance and
amount to the Corporation or, in the case of any such mutilation, upon surrender
and cancellation of this Warrant Certificate, the Corporation at its expense
will execute and deliver, in lieu thereof, a new Warrant Certificate of like
tenor.
12. SURVIVAL/PERMITTED ASSIGNS. The various rights and obligations of
the Holder hereof as set forth herein shall survive the exercise of this Warrant
at any time or from time to time and the surrender of this Warrant Certificate.
The permitted assigns of John H. Laeri, Jr. shall consist of any entity,
corporation, partnership or limited liability company controlled by John H.
Laeri, Jr.
13. NOTICES. Whenever any notice, payment of any purchase price or other
communication is required to be given or delivered under the terms of this
Warrant, it shall be in writing and delivered by hand delivery or registered or
certified United States mail, postage prepaid, and will be deemed to have been
given or delivered on the date such notice, purchase price or other
communication is so delivered, and, if to the Corporation, it will be addressed
to the address specified in Section 2(a) hereof, and if to the Holder, it will
be addressed to the registered Holder at his address as it appears on the books
of the Corporation.
(CONTINUED ON NEXT PAGE)
<PAGE>
14. GOVERNING LAW. This Warrant Certificate shall be governed by and
construed in accordance with the laws of the State of Delaware.
Dated as of the 2nd day of January, 1998.
GOLF TRAINING SYSTEMS, INC.,
a Delaware corporation
By:
----------------------------------
Title:
Attest:
Title:
[CORPORATE SEAL]
<PAGE>
EXHIBIT "A"
NOTICE OF EXERCISE
(To be Executed by the Registered Holder
in order to Exercise the Warrant)
The undersigned hereby irrevocably elects to exercise the Warrant held by the
undersigned to acquire shares of common stock ("Common Stock") of GOLF TRAINING
SYSTEMS, INC. (the "Company") according to the conditions of the Warrant, as of
the date written below. If shares are to be issued in the name of a person other
than the undersigned, the undersigned will pay all transfer taxes payable with
respect thereto. No fee will be charged to the Holder for any exercise, except
for transfer taxes, if any. A copy of the Warrant is attached hereto.*
The undersigned acknowledges that all offers and sales by the undersigned of the
shares of Common Stock issuable to the undersigned upon exercise of the Warrant
must be made pursuant to registration of the Common Stock under the Securities
Act of 1933, as amended (the "Act") or pursuant to an exemption from
registration under the Act.
Expiration of Warrant:_______________________________
Date of Exercise:____________________________________
Applicable Exercise Price:___________________________
Number of Shares of
Common Stock to be Issued:___________________________
Signature:___________________________________________
Name:________________________________________________
Address:_____________________________________________
_____________________________________________
* No Shares of Common Stock will be issued until the Warrant to be exercised and
the Notice of Exercise are received by the Company or its Transfer Agent.
