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 29, 1999
COMMISSION FILE NO. 0-24812
DIVOT GOLF CORPORATION F/K/A BRASSIE 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 1 of 3
<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 ..........................Page 3
Item 7. Financial Statements and Exhibits - None
Signatures................................................................Page 3
Page 2 of 3
<PAGE>
ITEM 5. Other Events
As of January 22, 1999, Divot Golf Corporation (the "Company") has failed to
meet the $1.00 minimum bid requirements on the common stock of the Company
listed on the NASDAQ Small Cap Market. The Company did not request an oral
hearing from NASDAQ and because of that, will certainly face delisting from the
Small Cap Market at this time.
On January 14, 1999 the Company's wholly owned subsidiary, Miller Golf, Inc. was
served a demand letter from Citizens Bank of Massachusetts as a consequence of
the existing default under the Loan Agreement between Miller Golf, Inc. and the
Bank, which was previously disclosed in the Company's 10-QSB filed on November
23, 1998. The Company has not responded to the demand letter at this date, and
is in the process of arranging financing that would either satisfy the default
or payoff the loan with new financing.
On January 12, 1999, the Company and Divot Golf Properties, Inc., a wholly owned
subsidiary, received a complaint and notice of foreclosure from Frank Musolino
related to a default on a promissory note and mortgage for $100,000, together
with interest and expenses of approximately $15,000. The mortgage relates to
Parcel 11-A of the World Golf Village. The Company has not responded to the
complaint, and is in the process of arranging financing that would either
satisfy the default or payoff the note.
The Company will continue to develop a business plan that will position it to
meet the above mentioned requirements. However, there can be no assurance that
the Company will meet such requirements in the future and maintain its listing
on the Nasdaq SmallCap Market.
ITEM 6. Resignation of Registrant's Directors
On January 21, 1999, Preston Cottrell resigned as a Director of the Company,
citing personal reasons for the resignation. The Company has not filled the
vacancy created by his departure. The remaining Directors on the Board include
Chairman Joseph Cellura, Jeremiah M. Daly, Clifford F. Bagnall and Gordon Ewart.
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
-------------------------
Clifford F. Bagnall
Chief Financial Officer
Date: January 29, 1998
Page 3 of 3
<PAGE>
