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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 (Date of earliest event reported): January 24, 1997
CARLYLE GOLF, INC.
(Exact Name of Registrant as Specified in its Charter)
COLORADO 0-24160 84-1218066
(State of Incorporation) (Commission File (IRS Employer ID
Number) Number)
10550 East 54th Avenue, Unit E
Denver, Colorado 80239
(Address of Principal Executive Offices)
(303) 371-2889
(Registrant's Telephone Number)
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Item 2. Acquisition or Disposition of Assets
On January 24, 1997, the Registrant, Carlyle Golf, Inc. (the
"Company"), acquired substantially all of the assets of Star Point
Enterprises, Inc. d/b/a Pro-Line Cap Company of Fort Worth, Texas ("Star
Point"), a producer of high quality sized and adjustable athletic and golf
headwear, pursuant to an Asset Purchase Agreement effective December 31,
1996 by and among the Company, Star Point and Laurence H. Anton ("Mr.
Anton"), the President and sole shareholder of Star Point (the "Asset
Purchase Agreement"). The purchase price for the acquired assets pursuant
to the Asset Purchase Agreement totaled approximately $6.0 million,
including approximately $4.8 million for certain assets necessary for the
Company to operate the Star Point business (the "Transferred Assets"),
approximately $600,000 for the purchase of the building located at 8224
White Settlement Road, Fort Worth, Texas, from Shirley G. Anton and Mr.
Anton (collectively, the "Building Owner") and $325,008 payable to Mr.
Anton for consulting services to be provided over three years. In
connection with the acquisition, the Company also entered into lease
agreements for properties located at 8314 White Settlement Road and 512
Jennings, both in Fort Worth, Texas.
Payment of the purchase price for the Transferred Assets consisted of
the assumption of certain liabilities totaling approximately $3.0 million;
the assumption and simultaneous conversion of certain current and long-
term debt totaling $976,489 into 976,489 shares of the Company's
Convertible Preferred Stock pursuant to that certain Debt Conversion and
Registration Rights Agreement effective December 31, 1996 by and among the
Company, Star Point, Mr. Anton and the Building Owner (the "Registration
Rights Agreement"); and the issuance of 322,375 shares of the Company's
Common Stock to Star Point with an agreed upon value of $670,540, or $2.08
per share (representing the average of the closing ask price of the Common
Stock for the ten (10) trading days beginning five (5) trading days prior
to January 9, 1997). The payment of approximately $600,000 to the
Building Owner consisted of the issuance of a secured promissory note in
the principal amount of $223,421 and the issuance of 343,943 shares of the
Company's Convertible Preferred Stock. The Company's Convertible
Preferred Stock is convertible into Common Stock of the Company at a rate
of .4 shares of Common Stock for each share of Preferred Stock converted,
subject to certain adjustments.
In connection with the acquisition, Star Point loaned to the Company
the sum of $1,243,000, and the Company agreed to use its best efforts to
obtain additional capital financing and to repay this loan.
The Company has entered into an agreement with Mr. Anton pursuant to
which Mr. Anton will render certain consulting services to the Company for
a period of three years following the acquisition, which will be paid in
36 monthly installments of $9,028. Mr. Anton's consulting fees are
included in the total consideration for the acquisition. Mr. Anton also
received from the Company a five-year option to purchase 200,000 shares of
the Company's Common Stock at a strike price of $2.08 (the "Option").
For accounting purposes certain of the above amounts indicated for
consideration are subject to adjustment upon valuation of the Common and
Preferred Stock and of the Option granted to Mr. Anton based on purchase
accounting guidelines.
The holders of the Option, Common Stock and Convertible Preferred
Stock issued in connection with this transaction are entitled to certain
registration rights pursuant to the Registration Rights Agreement.
The terms of the acquisition resulted from arms-length negotiations
between representatives of Star Point and the Company. Among the factors
considered by both parties in establishing the terms, including the
consideration to be paid, were the financial and operating performance and
prospects of the two companies. The Company engaged an investment banking
firm, The Wallach Company ("TWC"), to provide financial advisory services
in connection with the transaction. TWC assisted the Company in
determining an appropriate structure and purchase price to pay for the
acquisition of Star Point.
To the knowledge of the Company, prior to the acquisition, no
director, officer or affiliate of the Company or any associates of any
such director, officer or affiliate, had any material relationship with
Star Point.
The assets acquired by the Company have been used by Star Point in
the manufacture, marketing and sale of high quality sized and adjustable
athletic and golf headwear. Prior to the acquisition, Star Point sold its
line of traditional and contemporary headwear styles into the licensed
products, college, team dealer, corporate and golf markets. The Company
will continue producing headwear in the acquired facilities under the Pro-
Line name for customers across the United States. In addition, the
Company plans to expand Pro-Line's golf market segment to complement its
own men's apparel line which currently includes knit, woven and wind
shirts, shorts and sweaters all sold under the Carlyle(TM) label, and to
serve its existing customer base, which includes resorts, on-course golf
pro shops, major golf tournament events and corporations.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of business acquired.
It is impracticable to provide the financial statements required
pursuant to Regulation S-X relating to Star Point at the time this report
is filed. Such required financial information will be filed as an
amendment to this Form 8-K as soon as practicable but not later than April
11, 1997.
(b) Pro Forma Financial information.
It is impracticable to provide the pro forma financial
information required pursuant to Article 11 of Regulation S-X relative to
the Company's acquisition of certain assets of Star Point at the time this
report is filed. Such pro forma financial information will be filed as an
amendment to this Form 8-K as soon as practicable but not later than April
11, 1997.
(c) Exhibits.
2.1 Asset Purchase Agreement dated as of December 31, 1996
among Laurence H. Anton, Star Point Enterprises, Inc., and the Company
filed as Exhibit 10.1 to Schedule 13D for Star Point Enterprises, Inc. and
Laurence H. Anton filed February 3, 1997 and incorporated herein by
reference.
4.1 Amended and Restated Articles of Incorporation of the
Company, filed as Exhibit 3.1 to the Company's Form SB-2 Registration
Statement (No. 33-78448-D) and incorporated herein by reference.
4.2 Amendment and Waiver of the Terms of the Amended and
Restated Articles of Incorporation of the Company filed as Exhibit 10.3 to
Schedule 13D for Star Point Enterprises, Inc. and Laurence H. Anton filed
February 3, 1997 and incorporated herein by reference.
4.3 Debt Conversion and Registration Rights Agreement dated as
of December 31, 1996 among the Company, Star Point Enterprises, Inc.,
Laurence H. Anton, Shirley G. Anton and the individuals listed in Schedule
A thereto filed as Exhibit 10.2 to Schedule 13D for Star Point
Enterprises, Inc. and Laurence H. Anton filed February 3, 1997 and
incorporated herein by reference.
4.4 Stock Option Agreement dated effective December 31, 1996 by
and between the Company and Laurence H. Anton filed as Exhibit 10.5 to
Schedule 13D for Star Point Enterprises, Inc. and Laurence H. Anton filed
February 3, 1997 and incorporated herein by reference.
10.1 Consulting Agreement among dated January 24, 1997 by and
between the Company and Laurence H. Anton filed as Exhibit 10.4 to
Schedule 13D for Star Point Enterprises, Inc. and Laurence H. Anton filed
February 3, 1997 and incorporated herein by reference.
10.2 Lease Agreement dated January 24, 1997, by and between
Anton Family Realty, Ltd. and the Company for that certain property at 512
S. Jennings, Fort Worth, Texas.
10.3 Lease Agreement dated January 24, 1997, by and between
Shirley G. Anton and Laurence H. Anton and the Company for that certain
property at 8314 White Settlement Road, Fort Worth, Texas.
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.
Date: February 7, 1997 CARLYLE GOLF, INC.
By: /s/ Jerome M. Hause
Jerome M. Hause, President
EXHIBIT INDEX
EXHIBIT METHOD OF FILING
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10.2 Lease Agreement dated
January 24, 1997, by and
between Anton Family Realty,
Ltd. and the Registrant for
that certain property at
512 S. Jennings, Fort
Worth, Texas. Filed herewith electronically
10.3 Lease Agreement dated
January 24, 1997, by and
between Shirley G. Anton
and Laurence H. Anton and
the Registrant for that
certain property at 8314
White Settlement Road,
Fort Worth, Texas. Filed herewith electronically