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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): April 29, 1998 (April 28, 1998)
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MILLENNIUM SPORTS MANAGEMENT, INC.
<S> <C> <C>
New Jersey 0-22042 22-3127024
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(State or other jurisdiction (Commission File No.) (IRS Employer ID No.)
of incorporation)
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Ross' Corner, U.S. Highway 206 and County Route 565,
Augusta, NJ 07822
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(Address of principal executive offices)
(973) 383-7644
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Registrant's telephone number, including area code
__________________________________________________________________
(Former name or former address, if changed since last report)
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Item 5. Other Events.
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Following the public announcement thereof on April 28, 1998, Millennium
Sports Management, Inc., formerly known as Skylands Park Management, Inc. (the
"Company"), notified Continental Stock Transfer & Trust Company (the "Warrant
Agent"), with instructions to further notify the registered holders of the
Company's outstanding publicly traded Class A common stock purchase warrants
(the "Class A Warrants"), that the Board of Directors of the Company had
voluntarily authorized the extension of the Class A Warrants such that the
expiration date of the Class A Warrants has been extended through and including
5:00 p.m. (New York time) on September 30, 1998. No other terms of the Class A
Warrants were amended at this time.
Also on April 28, 1998, the Company notified the Warrant Agent, with
instructions to further notify the registered holders of the Company's
outstanding Class D common stock purchase warrants (the "Class D Warrants", and
collectively with the Class A Warrants, the "Warrants"), that, except for Class
D Warrants committed for issuance in connection with the Company's "Stadium
Golf" joint venture, the Board of Directors of the Company had (i) determined to
cease any further offering of Class D Warrants, and (ii) voluntarily authorized
the extension of the expiration date of the Class D Warrants through 5:00 p.m.
(New York time) on March 31, 2003 with respect to the 4,012,000 Class D Warrants
now outstanding or committed for issuance. 3,000,000 of such Class D Warrants
are subject to contractual agreements requiring the return thereof to the
Company under certain circumstances. No other terms of the Class D Warrants were
amended at this time.
The certificates representing the Warrants on the date of this report
will continue to represent the Warrants (as extended) during the extension of
the exercise periods, and the Warrant Agent has agreed to continue to act as
warrant agent in respect of the Warrants.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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The following Exhibits are filed as part of this Form 8-K:
1. Notification letter, dated April 28, 1998, issued by the Company to
the Warrant Agent, regarding the extension of the Class A Warrants.
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2. Warrant Agreement dated as of September 24, 1993 between the
Company and the Warrant Agent, relating to the Class A Warrants.(1)
3. Notification Letter, dated April 28, 1998, issued by the Company to
the Warrant Agent, regarding the extension of the Class D Warrants.
4. Warrant Agreement dated as of February 6, 1997 between the Company
and the Warrant Agent, relating to the Class D Warrants.(2)
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/(1)/ Incorporated by reference, filed as an exhibit to Amendment No. 2 to the
Company's registration statement on Form SB-2 filed on August 12, 1993.
/(2)/ Incorporated by reference, filed as an exhibit to Company's report on
Form 10-KSB filed on March 31, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
MILLENNIUM SPORTS MANAGEMENT, INC.
(Registrant)
Dated: April 29, 1998 By: /s/ Barry M. Levine
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Barry M. Levine, President
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EXHIBIT 1
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MILLENNIUM SPORTS MANAGEMENT, INC.
(f/k/a Skylands Park Management, Inc.)
Ross' Corner
U.S. Highway 206 & Country Route 565
P.O. Box 117
Augusta, New Jersey 07822-0117
April 28, 1998
VIA FACSIMILE AND FIRST CLASS MAIL
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Continental Stock Transfer & Trust Company
2 Broadway
New York, New York 10004
Dear Sirs:
Reference is made to the Warrant Agreement between us dated as of September
24, 1993 (the "Warrant Agreement"). All capitalized terms used herein without
definition have the respective meanings ascribed to them in the Warrant
Agreement.
Pursuant to the Warrant Agreement, the Company hereby certifies that, pursuant
to due authorization of the Board of Directors of the Company, the Company has
elected to extend the Warrant Expiration Date through and including 5:00 p.m.
(New York time) on September 30, 1998, subject to the Company's right, prior to
such Warrant Expiration Date, in its sole discretion, to extend such Warrant
Expiration Date on five business days' prior written notice to the Registered
Holders; and Section 1(m) of the Warrant Agreement is hereby correspondingly
amended. No other term of the Warrants has been amended.
In accordance with Section 8(d) of the Warrant Agreement, the existing Warrant
Certificates will continue to represent the Warrants, notwithstanding the
extension described herein.
In accordance with Section 8(e) of the Warrant Agreement, the Company hereby
directs you, as Warrant Agent, to send a copy of this letter by ordinary first
class mail to each Registered Holder of Warrants at his, her or its last address
as it appears on your registry books as Warrant Agent.
Very truly yours,
MILLENNIUM SPORTS MANAGEMENT, INC.
By:_____________________________________
Barry M. Levine, President
cc: A. S. Goldmen & Co., Inc.
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Exhibit 3
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MILLENNIUM SPORTS MANAGEMENT, INC.
P.O. Box 117
Augusta, New Jersey 07822-0117
April 28, 1998
VIA FACSIMILE AND FIRST CLASS MAIL
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Continental Stock Transfer & Trust Company
2 Broadway
New York, New York 10004
Dear Sirs:
Reference is made to the Warrant Agreement between us dated as of February 6,
1997 (the "Warrant Agreement"). All capitalized terms used herein without
definition have the respective meanings ascribed to them in the Warrant
Agreement.
The Company hereby notifies you that, except for 4,000,000 Warrants committed
for issuance in connection with a pending joint venture, the Company has
determined to cease immediately the general offering of Warrants, and hereby
directs you not to honor any further requests for the purchase or issuance of
Warrants. The Company will notify you specifically with respect to the issuance
of those Warrants committed for issuance as described herein.
With respect to all outstanding Warrants, and those Warrants committed for
issuance as described above, the Company hereby certifies, pursuant to the
Warrant Agreement, that pursuant to due authorization of the Board of Directors
of the Company, the Company has elected to extend the Warrant Expiration Date
through and including 5:00 p.m. (New York time) on March 31, 2003, subject to
the Company's right, prior to such Warrant Expiration Date, in its sole
discretion, to extend such Warrant Expiration Date on five business days' prior
written notice to the Registered Holders; and Section 1(j) of the Warrant
Agreement is hereby correspondingly amended. No other term of the Warrants has
been amended.
In accordance with Section 8(d) of the Warrant Agreement, the existing Warrant
Certificates will continue to represent the Warrants, notwithstanding the
extension described herein.
In accordance with Section 8(e) of the Warrant Agreement, the Company hereby
directs you, as Warrant Agent, to send a copy of this letter by ordinary first
class mail to each Registered Holder of Warrants at his, her or its last address
as it appears on your registry books as Warrant Agent.
Very truly yours,
MILLENNIUM SPORTS MANAGEMENT, INC.
By:_____________________________________
Barry M. Levine, President
