UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
July 16, 2002
Date of Report (Date of earliest reported)
GOLF ENTERTAINMENT, INC.
(Exact name of registrant as specified in its chapter)
DELAWARE 0-18303 11-2990598
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1008 S Clayton St.
Springdale, Arkansas 72762
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(Address of principal executive offices)
(Zip Code)
479-751-2300
Registrant's telephone number, including area code
NOT APPLICABLE
Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On July 15, 2002, the Company achieved the second of a bifurcated Global
Settlement of prior claims. This Global Settlement process commenced in
April, 2002. When finalized on July 15, 2002, this Global Settlement process,
discussed in Item 5. below, effectively resulted in a change of control of the
Company, and, further resulted in a contemporaneous recapitalization agreement
between the company and one of the settling parties.
The following table presents certain information as to the beneficial
ownership of the Company's common stock as adjusted to give effect to the
Global Settlement of (i) each person that beneficially owns more than five
percent thereof, (ii) each one of the Company's executive officers and
directors, and (iii) all executive officers and directors as a group. All
persons listed have sole voting and investment power with respect to their
shares, and there is no family relationship between the executive officers and
directors.
Following the first phase of the Global Settlement agreement, the beneficial
ownership of the Company was determined to be, on an interim basis, as shown
in the first table. After giving effect to the recapitalization agreement, a
codicil to the litigation settlement by and between the Company and the
Genesis Trust, the resulting voting control & pro-forma ownership is set
forth in the second table:
FIRST TABLE:
PRIOR TO RECAPITALIZATION) SHARES PERCENTAGE OF
NAME OF BENEFICIAL OWNER BENEFICIALLY BENEFICIALLY
OWNED OWNED SHARES
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The Genesis Trust (1) 17,500,000 (2) 70%(2)
Kolpin International, LLC. 1,500,000 6%
Ronald G. Farrell 2,024,000 (3) 8% (3)
Executive Officers and Directors
as a Group -0- 0%*
*Less than 1%, if any.
(1) As discussed below in Item 5, The Genesis Trust, on May 6, 2002, pursuant
to a codicil to the U.S. District Court settlement agreement by and between
the Company and Genesis, agreed to waive voting rights to 10,000,000 of the
15,000,000 settlement shares it obtained in the settlement. This agreement
resulted in a stasis between the interests of Ronald G. Farrell and Genesis
and the Company, sufficient for the Global Settlement process to go forward
with other parties.
(2) An element of the settlement agreement by and between the Company and
Genesis was to make warrants available to purchase an additional 2.5 million
shares of the Company's $0.01 par value voting common stock. This Warrant
does not become effective until July 1, 2002 and is valid for two years.
It is included in the table representing ownership for purposes of disclosure.
(3) The interim and subsequent determination of the ownership interest of
Mr. Farrell was the basis for the second phase of the Global Settlement
process. Prior to achieving a settlement with Mr. Farrell, the Company
could not reasonably determine the exact ownership interest of Mr. Farrell
due to a dispute in classification of certain expenditures in prior fiscal
years. Following the achievement of the Global Settlement agreement, the
figure shown above was determined by agreement of the parties to represent
a true and accurate ownership interest of Mr. Farrell. Prior to achieving the
Global Settlement, the Company believes that Mr. Farrell retained voting
control of a majority of the issued and outstanding shares.
SECOND TABLE:
(AFTER RECAPITALIZATION) SHARES PERCENTAGE OF
NAME OF BENEFICIAL OWNER BENEFICIALLY BENEFICIALLY
OWNED OWNED SHARES
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The Genesis Trust 5,000,000 (a.) 20%(a.)
Kolpin International, LLC. 1,500,000 6%
Ronald G. Farrell 2,024,000 8%
Executive Officers and Directors
as a Group -0- 0%*
*Less than 1%, if any.
(a.) Subsequent to a recapitalization agreement, the Genesis Trust agreed
to either repatriate 10 million shares to the treasury of the Company as
treasury stock, or, provide the stock to a third party investor as part of
the Regulation D, Rule 506 Private Placement in which the Company is engaged.
In the interim period of escrow involving the Rule 506 program, the Genesis
Trust has executed a waiver of voting power or control of 10,000,00 shares
of $0.01 par value common stock and any shares acquired by virtue of the
warrants created in the settlement of litigation. Accordingly, the
resulting controlling interest of Genesis is reflected in this table.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable
ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Not Applicable
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
LITIGATION & GLOBAL SETTLEMENT:
In early April, 2002, Management of Company began to engage in discussions
With two shareholders, The Genesis Trust, and, the Company's former CEO,
Ronald Farrell, regarding the ownership and control of the Company. As the
Company prepared its Form 10K for filing for the period ending December 31,
2001, the Audit Committee of the Company questioned the classification of
several past expenditures occurring in fiscal 2001. The Audit Committee also
recommended to the Board of Directors that Goldstein Golub Kessler LLP be
replaced as independent auditors of the Company. Subsequently this was done
and the Company filed Form 8-K filings detailing that event. Those filings
are incorporated by reference as if repeated in full.
As audit preparation continued, the management team appointed by the Board
of Directors in January, 2002, determined that the Company had possibly
failed to recognize and adequately report certain liabilities. These
disclosures are contained in the Company's Annual Report for 2001 and its
first quarter report for 2002. These reports are likewise incorporated by
reference in this report.
The potential unreported liabilities all stemmed from the Company selling
a portfolio of leases in December 1999. As audit preparation advanced,
Management determined that a judgment against its LEC Leasing, Inc.,
division had been taken by the state of New Jersey by default, and that as
such, it might constitute a general lien against all of the assets of the
Company.
The Company acquired its current asset base as the result of a purchase of
assets from The Genesis Trust, which purchase was subject to a mortgage on
the assets given by the Trust to Mr. Farrell. Accordingly, the asset base
of the Company was subject to a recorded lien by Mr. Farrell for
approximately $150,000, which sum was the sole obligation of the Trust.
The Trust believed that the entire transaction with Mr. Farrell would result
in a change of control of the Company on December 31, 2001. Later analysis of
the transaction revealed that no change of control occurred, rather, that
Mr. Farrell's control was increased by approximately 3.75 million shares.
The lien on the acquired assets came about as the result of the Trust
acquiring a series of convertible debentures with a face value of $80,000
from Mr. Farrell on December 31, 2001. As the audit preparation advanced,
the Audit Committee required, as part of their oversight function, that
certain payments to Mr. Farrell be recategorized and that debenture and
other debt owed to Mr. Farrell be written down in equal amounts in the third
quarter of 2001. As this was accomplished, the Trust was then notified by
Management that it would no longer consider the debentures it had acquired
from Mr. Farrell as a valid obligation of the Company.
Following the filing of the Company's Annual Report on April 15, 2002, the
Trust notified the Company that it disagreed with the Company's treatment of
the debentures and demanded immediate payment of the entire sum originally
paid to Mr. Farrell, together with a general claim for damages. The Company
then denied the claim of the Trust, but, agreed to work toward a reasonable
settlement of the claims of the Trust. Mr. Farrell was, during the periods
under discussion, apprised of the ongoing questions raised by the Audit
Committee and he worked diligently to respond to their questions and concerns.
Mr. Farrell, however, maintained that the position of the Audit Committee
was unreasonable and unwarranted. Additionally, following the filing of the
Annual Report of the Company, Mr. Farrell inquired as to the status of
warrants to acquire 2 million shares of common stock which were stricken from
the report. What then ensued was a complex settlement discussion between the
Company, the Trust, Mr. Farrell and another party, Kolpin International, which
had also purchased convertible debentures issued by the Company, originally
to Mr. Farrell. Each party had mutually conflicting claims and interests
vis-a-vis the other parties. The Company viewed the settlement issues to be
global in nature, affecting to one extent or more, conflicting claims of each
contending party. The Company viewed pursuit of private settlements with
each party, especially in situations where claims crossed over into claims
against each other and the Company, as being potentially destructive to the
interests of the Company as a whole, and urged all parties to seek a non-
judicial determination of a settlement, allowing the Company to act as both
a negotiator in its own right, and mediator between the other parties.
On April 30, 2002, following protracted settlement discussions with the
Trust, the Trust filed suit in the United States District Court for the
Western District of Arkansas, alleging, inter alia, violations of the federal
Securities Acts and fraud. The Company and the Trust renewed settlement
negotiations and on May 6, 2002, the Company Board of Directors unanimously
approved a settlement with the Trust. The Company executed settlement
agreement and codicil recapitalization agreement between it and the Trust.
As part of the litigation settlement, the Trust was issued shares of $0.01
par value common stock totaling 15 million shares, and, warrants for an
additional 2.5 million shares at a strike price of $0.05/share, said warrants
valid for two years from July 1, 2002.
As the Global Settlement discussions continued, the Company recruited an
investor willing to fund its expansion on specific terms. The Company would
obtain $5 million dollars of equity capital for the equivalent of 10 million
shares of its $0.01 par value common stock. The proposed investor has
required that all funds derived from the private placement be segregated
from the operating accounts of the Company and that the funds be expended
only in accordance with a detailed Scheduled Use of Proceeds. The initial
agreement with the investor calls for an escrow period while due diligence
is conducted, and, preserves the right of the Company to pursue other
investors for the same program. The Use of Proceeds agreement is designed
to assure that the expansion TV stations contemplated by the Company's
expansion plan are constructed and that the use of capital is strictly
limited to acquisition of existing stations, and the direct costs associated
with equipment purchase, license prosecutions, site development and station
completion.
The Company successfully negotiated a codicil to the settlement agreement
with the Trust whereby the Trust has agreed to provide all the shares required
to successfully complete the Rule 506 private placement. If the private
placement is not successful, the Trust has agreed to repatriate the 10
million reserved shares to the Company's Treasury, thereby making them
issued, but not outstanding shares. The Trust signed an interim agreement]
waiving all voting rights on the 10 million shares and any shares acquired
by way of the warrants. The waiver regarding the warrants expires upon either
the delivery of the 10 million shares to a suitable 506 private placement
investor, as part of the recapitalization agreement, or, upon repatriation
of the shares to the Company Treasury.
Following the May 6, 2002 litigation settlement of the Company and the Trust,
the litigation in the U.S. District Court was dismissed subject to the
Court retaining full jurisdiction to enforce the settlement agreement by
and between the Trust and the Company. Following that settlement, the Trust
purchased all debenture interests held by Kolpin International, LLC. and
subsequently, in the second quarter of FY 2002, the Company retired the
Kolpin/Genesis convertible debentures.
With the Trust litigation and issues settled, the focus of the Global
Settlement then focused on the issues between the Trust, Mr. Farrell and
the Company. In structuring the settlement discussions, a Memorandum was
circulated between the principals detailing all known issues between the
various parties. Mr. Farrell's position was that the Trust owed him a sum
of money for the convertible debentures it had acquired. The Company's
position was that the convertible debentures had been reduced or repaid as
the result of reclassification of third quarter FY 2001 expenditures. The
Trust asserted that it somehow had been the "victim" of misrepresentations.
The federal litigation settled all claims between the Company and the Trust,
and enabled a settlement between the Trust and Mr. Farrell and the Company.
On July 15, 2002, the Company achieved a final settlement with Mr. Farrell.
In this final phase of the Global Settlement, the Trust transferred 1.6
million shares of the common stock of the Company to Mr. Farrell in exchange
for any claim Mr. Farrell may have had against the Trust regarding any
principal or interest owed to Mr. Farrell by the Trust. Additionally, the
Company, in exchange for Mr. Farrell's abandonment of any claim to warrants
previously issued to him under the 1997 Employee Stock Option Plan, agreed to
hold Mr. Farrell and his counsel harmless for an issues related to the sales
tax issues discussed in the Company's most recent Annual Report.
Additionally, Mr. Farrell dismissed a claim against the Company for $10,000
thought to be owed to him by the Company. In deference to Mr. Farrell's
sincere belief that his Options and Warrants had survived his resignation from
the Executive Staff and Board, the Trust agreed to provide Mr. Farrell 500,000
of its 2.5 million settlement warrants on the same terms the Company provided
to the Trust, conditioned upon Mr. Farrell specifically performing under an
agreement to locate a short-term bridge loan for the Company sufficient to
acquire a television station, pending the private placement program breaking
escrow. Under the terms of the Global Settlement, if Mr. Farrell does not
perform within sixty (60) days following the final signing of the Global
Settlement agreements, then he forfeits his rights to the warrants.
The Company views the entire process of Global Settlement, as reported on this
form, to have commenced in April, 2002 and ended on July 15, 2002 with the
signature of the last party, Mr. Farrell. The Company has not made prior
disclosure of the ongoing settlement processes since any prior report would
have necessarily omitted references to ongoing settlement processes; would
have greatly reduced the likelihood of success of such negotiations and would
have been incomplete or potentially misleading to shareholders.
The net effect of the Global Settlement has been to eliminate a series of
interrelated pending shareholder claims and known potential litigation
involving the company, and free its asset base from valid liens and
encumbrances. The Company has been greatly hindered in pursuing closure
on private equity financing while these matters were settled. The Company
did not expend any cash in the settlement process nor execute any financial
note, obligation or indenture that requires it to pay any cash now or in the
future as part of the settlement.
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS. Not applicable.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. Not applicable.
ITEM 8. CHANGE IN FISCAL YEAR. Not applicable.
ITEM 9. REGULATION FD DISCLOSURE. Not applicable.
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 hereunto duly authorized.
GOLF ENTERTAINMENT, INC.
(Registrant)
/s/ Dr. Tim Brooker
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Dr. Tim Brooker Director and CEO Dated: July 16, 2002
/s/ Jim Bolt
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Jim Bolt COO Dated: July 16, 2002