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 July 28, 1999
COMMISSION FILE NO. 0-24812
DIVOT GOLF CORPORATION F/K/A 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)
P.O. BOX 1677, SEFFNER, FL. 33583
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(Address of principal executive offices)
(813) 963-7760
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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 |_| No |X|
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DIVOT GOLF CORPORATION
FORM 8 - K
TABLE OF CONTENTS
Item 1. Changes in Control of Registrant.................................Page 3
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 1. Changes in Control of Registrant
On June 29, 1999, the Company, its subsidiaries, Joseph R. Cellura, and various
other related individuals and corporations (the "Defendant Group") agreed to a
Memorandum of Settlement (the "Agreement") with a Plaintiff Group comprised of
various individuals and entities with alleged claims arising out of various
relationships with the parties and specifically the activities and conduct of
the Defendant Group with respect to a project known as the World Golf Village
and the operations of the Company. The terms of the Agreement provide for (i)
the dismissal of two pending lawsuits against the Defendant Group, (ii) payment
from the Company of $225,000 in the form of a promissory note in favor of the
Plaintiff Group, (iii) Issuance of 7.65 million shares of the Company's common
stock, and (iv) Assignment of profits, held individually, by Mr. Cellura in
certain World Golf Village projects unrelated to the Company.
As a result of the foregoing, the Plaintiff Group, collectively, will control,
after the issuance of the shares, approximately 59% of the outstanding common
shares of the Company. Furthermore, the issuance of these shares will result in
a significant dilution to those currently holding shares of the Company's common
stock.
The following table reflects the ownership of the Company after the issuance and
registration of common shares in July 1999 pursuant to the above Agreement:
Before After
Lawsuit Lawsuit
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Plaintiff Group 0 0.0% 7,650,000 59.0%
Existing shareholders 5,315,743 100% 5,315,743 41.0%
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Total 5,315,743 100% 12,965,743 100%
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In addition to the above issuance of shares, holders of the Company's
convertible preferred have the ability to convert into approximately 94,000,000
shares. Furthermore, the Company estimates in excess of 22,000,000 of additional
common shares will be issued for holders of warrants, incentive stock options,
and payment of other obligations. If such conversions occur, the control of the
Company will again be affected and common shareholders will be further diluted.
At this time, the Company is negotiating with the preferred shareholders to fix
the conversion of preferred shares into common shares.
ITEM 5. Other Events
Additions to Board of Directors
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On June 25, 1999 Joseph R. Cellura accepted reinstatement to the Board of
Directors and was subsequently named chairman on June 30, 1999. In addition, on
July 2, 1999 Douglas Dollinger was appointed to the Board of Directors. Mr.
Dollinger will also serve as outside legal counsel for the company. The other
Directors on the Board include Kenneth W. Craig, Clifford F. Bagnall and Gordon
Ewart.
Default and Foreclosure
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As previously reported in the Company's Form 10QSB for the third quarter ended
September 30, 1998, Miller Golf, Inc. ("Miller"), a wholly owned subsidiary, was
in technical default of the Loan and Security Agreement dated April 2, 1998
between Miller and Citizens Bank of Massachusettes ("Citizens"). On June 28,
1999, Citizens sold its interest in the Loan, collaterallized by the assets of
Miller, to a third party (the "Third Party Group"). The Third party Group has
subsequently foreclosed on the Note and thereby claiming title to the assets of
Miller Golf, Inc. The Company's Board has authorized the pursuit of various
legal actions to protect its interests in Miller Golf, Inc. However, at this
time, this foreclosure has had a material affect on the business and operations
of the Company and Miller Golf, Inc.
There can be no assurance that the Company can pursue litigation as it does not
have sufficient resources to do such. In addition, there are no assurance that
upon pursuit of such litigation that the outcome will be favorable for the
Company or its subsidiaries.
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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.
DIVOT GOLF CORPORATION
By: /s/ Clifford F. Bagnall
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Clifford F. Bagnall
Chief Financial Officer
Date: August 4, 1999
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