DIVOT GOLF CORP
8-K, 1998-10-28
MISCELLANEOUS AMUSEMENT & RECREATION
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                           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 October 22, 1998


    COMMISSION FILE NO. 0-24812


                     DIVOT GOLF CORPORATION
- ------------------------------------------------------------------------
      (Exact name of registrant as specified in its charter)


                DELAWARE                            56-1781650
- --------------------------------       -----------------------------
       (State or other jurisdiction  (I.R.S. Employer Identification No.)
      incorporation or organization)

             One Tampa City Center, Suite 200, Tampa, FL 33602
- ------------------------------------------------------------------------------
                  (Address of principal executive offices)


                               (813) 222-0611
- ------------------------------------------------------------------------------
            (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 |_|





<PAGE>



                        DIVOT 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



                              Page 2 of 4

<PAGE>



ITEM 5.  Other Events

     On October 22,  1998,  the Company  received a letter from the Nasdaq Stock
Market, Inc. ("Nasdaq")  notifying the Company that its securities are scheduled
to be delisted from the Nasdaq SmallCap  Market  effective the close of business
on January 22, 1999. The reason stated for delisting is the Company's failure to
meet the bid  price  requirement  as set  forth  in  Nasdaq  Marketplace  Rules.

     Nasdaq's letter to the Company stated that it recognized that the Company's
failure to meet the minimum bid price requirement may be a temporary  situation.
Nasdaq will take no delisting action with respect to the bid price deficiency at
this time.  Instead,  Nasdaq will provide the Company  ninety (90) calendar days
within which to regain compliance with the minimum bid price requirement.  If at
anytime  within  ninety (90) calendar  days  beginning on October 22, 1998,  the
Company's  common  stock  reports a closing  bid price of at least $1.00 for ten
(10) consecutive  trading days, it will have complied with the minimum bid price
requirement.  The  Company  also has the  option to  request  a  hearing  by the
scheduled delisting date. If the Company requests a hearing, the delisting would
be stayed until the hearing date.


                               Page 3 of 4

<PAGE>




                               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.


                                        DIVOT GOLF CORPORATION

                                       /s/Clifford F. Bagnall
                                     -------------------------------------------
                                    Clifford F. Bagnall, Chief Financial Officer
                                   (Principal Financial and Accounting Officer)

Date: October 28, 1998



                              Page 4 of 4

<PAGE>


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