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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(RULE 13d-1)
Under the Securities Exchange Act of 1934
GOLF-TECHNOLOGY HOLDING, INC.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
381680107
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(CUSIP Number)
CLARK PARTNERS III, L.P.
30 Wall Street, Ninth Floor
New York, New York 10005
(212) 269-1833
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JANUARY 28, 1997
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_]
Page 1 of 12 Pages
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SCHEDULE 13D
CUSIP NO. 381680107 Page 2 of 12 Pages
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1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
CLARK PARTNERS III, L.P.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7. SOLE VOTING POWER 1,429,167
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SHARES
BENEFICIALLY 8. SHARED VOTING POWER 21,168
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OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 1,429,167
-------------------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 21,168
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,429,167
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [X]
See Item 5
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.09%
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14. TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 381680107 Page 3 of 12 Pages
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1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
NINTH FLOOR CORP.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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NUMBER OF 7. SOLE VOTING POWER -0-
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SHARES
BENEFICIALLY 8. SHARED VOTING POWER 1,450,335
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OWNED BY
EACH 9. SOLE DISPOSITIVE POWER -0-
-------------------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 1,450,335
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [X]
See Item 5
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
-0-
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14. TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 381680107 Page 4 of 12 Pages
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1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
KEVIN S. MOORE
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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NUMBER OF 7. SOLE VOTING POWER 12,834
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SHARES
BENEFICIALLY 8. SHARED VOTING POWER 1,437,501
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OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 12,834
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REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 1,437,501
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,834
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [X]
See Item 5
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.32%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 381680107 Page 5 of 12 Pages
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1. NAME OF REPORTING PERSON S.S. OR IRS
IDENTIFICATION NO. OF ABOVE PERSON
RICHARD CLARKSON
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [X]
(B) [_]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States Citizen
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NUMBER OF 7. SOLE VOTING POWER 8,334
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SHARES
BENEFICIALLY 8. SHARED VOTING POWER 1,437,501
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OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 8,334
-------------------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER 1,437,501
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,334
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* [X]
See Item 5
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.21%
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14. TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 6 of 12 Pages
ITEM 1. SECURITY AND ISSUER
This statement relates to the acquisition by Clark Partners III, L.P., a
New York limited partnership ("Clark"), of 2,625 shares of Golf-Technology
Holding, Inc., an Idaho corporation (the "Issuer"), Series C convertible
preferred stock (the "Preferred Stock), convertible into common stock of the
Issuer, par value $.001 per share (the "Common Stock"), initially at $2.25 per
share, and warrants to purchase 262,500 shares of Common Stock with a strike
price of $3.00 per share, which expire December 31, 2002 (the "Warrants"; the
Warrants, together with the Preferred Stock are collectively referred to as the
"Securities"). The principal executive offices of the Issuer are located at
13000 Sawgrass Village Circle, Ponte Vedra Beach, Florida 32082.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by Clark, Ninth Floor Corp. ("Ninth Floor"),
a New York corporation and the sole general partner of Clark, Mr. Kevin S.
Moore, the Vice President and a Director of Ninth Floor, and Mr. Richard
Clarkson, the Treasurer of Ninth Floor. Clark, Ninth Floor, Mr. Moore and Mr.
Clarkson are sometimes herein referred to collectively as the "Reporting
Persons."
The principal executive offices of Clark and Ninth Floor are located at 30
Wall Street, Ninth Floor, New York, New York 10005.
The directors and executive officers of Ninth Floor, are set forth on
Schedule I attached hereto. Schedule I sets forth the following information
with respect to each such person.
(i) name;
(ii) business address;
(iii) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in
which such employment is conducted; and
(iv) citizenship.
During the last five years, neither Clark, Ninth Floor nor any person named
in Schedule I attached hereto has been (a) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (b) a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state
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Page 7 of 12 Pages
securities laws or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The funds to pay the $1,750,000 purchase price for the Securities were
obtained from the working capital of Clark.
ITEM 4. PURPOSE OF TRANSACTION.
The Preferred Stock and the Warrants were acquired for investment purposes.
Subject to the limitations set forth in the Securities and Exchange Act of
1933, as amended, and the rules promulgated thereunder, Clark may at any time
determine to dispose of some or all of its holdings of the Preferred Stock,
Warrants, Common Stock into which the Preferred Stock may be converted or Common
Stock issuable upon the exercise of the Warrants. Any decision by Clark to
dispose of some or all of its holdings of Preferred Stock, Warrants, Common
Stock into which the Preferred Stock may be converted or Common Stock issuable
upon the exercise of the Warrants will depend, however, on numerous factors,
including, without limitation, the price of shares of Common Stock of the
Issuer, the terms and conditions relating to their sale, the prospects and
profitability of the Issuer, other business and investment alternatives of Clark
and general economic and market conditions.
As an inducement to Clark to purchase the Securities, the Issuer agreed,
among other things, to (i) not issue any debt or equity securities for cash in
public or private capital raising transaction, with certain exceptions, for a
period of six (6) months after January 28, 1997, without prior written consent
of Clark, (ii) grant Clark a right of first refusal to purchase any new debt or
equity securities of any type that the Issuer may propose to sell and issue,
(iii) as long as Clark owns a majority of the 2,625 shares of Preferred Stock:
(a) Clark shall have the discretion to name the President of the Issuer, subject
to the approval of such action by the Board of Directors of the Issuer; (b) the
Issuer agreed to provide Clark with a monthly statement which shall outline
actual financial performance versus budgeted financial performance for the prior
month and on a year to date basis; (c) the Issuer agreed not to incur additional
indebtedness in excess of $250,000, without prior written consent of Clark; (d)
the Issuer agreed not to issue additional shares of convertible preferred stock
or convertible debentures without the prior written consent of Clark; (e) Clark
shall have a qualified right to designate one member to the Board of Directors
of the Issuer; and (f) the Issuer agreed not to pay any cash dividends on its
Common Stock.
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Page 8 of 12 Pages
Prior to the acquisition of the Securities, Mr. Moore, the Vice President
of Ninth Floor, held a position on the Board of Directors of the Issuer.
Notwithstanding Mr. Moore's status, Clark has no current intention to influence
or direct the Issuer's affairs, modify its corporate structure or interfere with
the business decisions of its management, although it reserves the right to
change such intentions in the future.
Except as set forth above, none of the Reporting Persons nor, to the best
knowledge of such persons, any executive officer or director of Clark has any
plans or proposals which relate to or would result in: (a) the acquisition by
any person of additional securities of the Issuer; (b) an extraordinary
corporate transaction, such as a merger, reorganization or liquidation involving
the Issuer or any of its subsidiaries; (c) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (d) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (e) any material change in the present capitalization or
in dividend policy of the Issuer; (f) any other material change in the Issuer's
business or corporate structure; (g) changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (h) a class of securities of
the Issuer to be delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a registered
national securities association; (i) a class of equity securities of the Issuer
to become eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange of 1934, as amended; or (j) any action similar to any
of those enumerated above. The Reporting Persons may formulate plans or
proposals with respect to one or more of the foregoing in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Clark is the registered and direct beneficial owner of the Securities,
which are convertible into 1,429,167 shares of Common Stock of the Issuer (the
"Clark Shares"), representing as of January 28, 1997 approximately 26.09% of the
outstanding shares of Common Stock of the Issuer. Clark may also be deemed to
be the indirect beneficial owner of the Moore Shares (as defined below) and the
Clarkson Shares (as defined below), however, Clark disclaims such beneficial
ownership pursuant to Rule 13d-4.
Ninth Floor may be deemed to be an indirect beneficial owner of the Clark
Shares, the Moore Shares and the Clarkson Shares, however, Ninth Floor disclaims
such beneficial ownership pursuant to Rule 13d-4. In addition Messrs. Moore and
Clarkson are each
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Page 9 of 12 Pages
individually the registered owner and direct beneficial owner of 8,334 shares of
Common Stock and Mr. Moore is also the direct beneficial ownwer of warrants to
purchase 4,500 shares of Common Stock with a strike price of $1.43 per share,
which expire December 1, 1999. Accordingly, Mr. Moore is deemed to be the direct
beneficial owner of 12,834 shares of Common Stock (the "Moore Shares") and Mr.
Clarkson is deemed to be the direct beneficial owner of 8,834 shares of Common
Stock (the "Clarkson Shares"). To the best knowledge of the Reporting Persons,
no other director or executive officer of Clark beneficially owns any shares of
the Common Stock or securities convertible into the Common Stock.
The individuals listed on Schedule I may be considered to be indirect
beneficial owners of the Clark Shares by virtue of their status as officers and
directors of Ninth Floor, the sole general partner of Clark. Each individual
listed in schedule I disclaims such beneficial ownership pursuant to Rule 13d-4.
(b) Clark holds sole voting and dispositive power with respect to the Clark
Shares by virtue of its direct ownership of such shares. Clark may be
considered to have shared voting and dispositive power with respect to the Moore
Shares and the Clarkson Shares by virtue of its relationship with Messrs. Clark
and Clarkson.
Ninth Floor may be considered to have shared voting and dispositive power
with respect to the Clark Shares, the Moore Shares and the Clarkson Shares by
virtue of its status as the sole general partner of Clark and its relationship
with Messrs. Clark and Clarkson.
Mr. Moore holds sole voting and dispositive power with respect to the Moore
Shares by virtue of his direct ownership of such shares. Mr. Clarkson holds sole
voting and dispositive power with respect to the Clarkson Shares by virtue of
his direct ownership of such shares.
The individuals listed on Schedule I, including Messrs. Moore and Clarkson,
may be considered to have shared voting and dispositive power with respect to
such shares by virtue of their status as officers and directors of Ninth Floor,
the sole general partner of Clark.
(c) Not applicable
(d) Not applicable
(e) Not applicable
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Page 10 of 12 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
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Page 11 of 12 Pages
SIGNATURES
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
February 6, 1997 CLARK PARTNERS III, L.P.
By: NINTH FLOOR CORP.,
its General Partner
By: /S/ KEVIN S. MOORE
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Name: Kevin S. Moore
Title: Vice President
NINTH FLOOR CORP.
By: /S/ KEVIN S. MOORE
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Name: Kevin S. Moore
Title: Vice President
/S/ KEVIN S. MOORE
------------------------------
Kevin S. Moore
/S/ RICHARD CLARKSON
-------------------------------
Richard Clarkson
<PAGE>
SCHEDULE I
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The name and present principal occupation of each of the executive officers
and directors of Ninth Floor are set forth below. Unless otherwise noted, each
of these persons are United States citizens and have as their business address
30 Wall Street, Ninth Floor, New York, New York 10005.
Principal
Position with Occupation
Name Ninth Floor and Address
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Edward W. Stack President and President of The
Director Clark Estates, Inc.
Kevin S. Moore Vice President and Vice President of The
Director Clark Estates, Inc.
William Burdick Secretary Secretary of The
Clark Estates, Inc.
Richard Clarkson Treasurer Portfolio Manager of The
Clark Estates,
Inc.
Jane Forbes Clark Director Chairman of the Board
of The Clark Estates,
Inc.
