UNITED STATES
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 January 9, 1998
COMMISSION FILE NO. 0-24812
BRASSIE GOLF CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 56-1781650
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(State or other jurisdiction (I.R.S. Employer Identification No.)
incorporation or organization)
One Tampa City Center, Suite 2550, Tampa, FL 33602
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(Address of principal executive offices)
(813) 222-0611
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(Registrant's telephone number, including area code)
Check whether the registrant: (1) has filed all reports required to be filed by
Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes |X| No |_|
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BRASSIE GOLF CORPORATION
FORM 8 - K
TABLE OF CONTENTS
Item 1. Changes in Control of Registrant - None
Item 2. Acquisition or Disposition of Assets - None
Item 3. Bankruptcy or Receivership - None
Item 4. Changes in Registrant's Certifying Accountant - None
Item 5. Other Events ....................................................Page 3
Item 6. Resignations of Registrant's Directors - None
Item 7. Financial Statements and Exhibits - None
Signatures................................................................Page 4
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ITEM 5. Other Events
Convertible Debenture Exchange
On November 18, 1997, the remaining $2,269,995, plus accrued interest, of
outstanding debentures were transferred to new debenture holders in a third
party transaction. Simultaneously, the Company retired those debentures and
replaced them with new debenture agreements containing new terms.
The terms of the new debentures are as follows: (i) 5% interest per annum,
payable quarterly, maturing December 31, 1998 and convertible into shares of the
Company's common stock at the lessor of $0.17 per share or 70% of the average
closing bid of the common stock during the last five trading days prior to
conversion, (ii) 1,652,128 shares of common stock, (iii) warrants to purchase
15,041,134 shares of the Company's common stock at the lessor of $0.17 per share
or 70% of the average closing bid of the common stock during the last five
trading days prior to conversion, and (iv) warrants to purchase 15,041,134
shares of the Company's common stock at the lessor of $0.34 per share or 70%
of the average closing bid of the common stock during the last five trading days
prior to conversion. In any event, each holder can not as a result of such
conversions beneficially own more than 4.99% of the then outstanding common
stock. The warrants are exercisable for a period of three years from the date of
issuance.
Private Placement - Preferred Stock
On December 3, 1997, the Company offered for sale through a private placement
memorandum 1,500 shares of its 1997 Convertible Preferred Stock, par value
$.001, dividends paid quarterly at the rate of 7% interest per annum (the
"Preferred Shares") and warrants to purchase 1,280,000 shares of its common
stock. The Preferred Shares and warrants are being offered in units of 15
Preferred Shares, with each such share having a liquidation value of $1,000, and
10,000 warrants for a price of $15,000 per unit.
The Preferred Shares are convertible at the holders' option into a number of
shares of the Company's common stock equal to $1,000 per share converted divided
by the Conversion Price. The Conversion Price means the lessor of (1) $0.70 or
(2) 75% of the average of the closing bid price of a share of Company's common
stock during the ten trading days prior to such conversion provided that the
Holder can not as a result of such conversion beneficially own more than 4.99%
of the then outstanding common stock. In the event the Conversion Price falls
below $0.50 the Company may redeem, at $1,250 per share plus any accrued but
unpaid dividends, all (but not any part) of shares proposed to be converted.
The warrants are exercisable at a price per share of $1.00 anytime after their
issuance and for a period of 36 months thereafter.
As of December 31, 1997, 128 units had been sold resulting in net proceeds of
$1,920,000.
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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 herein duly authorized.
BRASSIE GOLF CORPORATION
By: /s/ Stephen A. Tucker
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Stephen A. Tucker
Principal Financial and Accounting Officer
Date: January 9, 1998
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