SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AVID SPORTSWEAR & GOLF CORP.
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(Exact Name of Registrant as Specified in its Charter)
NEVADA 88-0374969
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
22 SOUTH LINKS AVENUE, SUITE 204
SARASOTA, FLORIDA 34236
(Address of Principal Executive Offices)
Copies to:
Clayton E. Parker, Esq.
Kirkpatrick & Lockhart LLP
201 S. Biscayne Boulevard, Suite 2000
Miami, Florida 33131
(305) 539-3300
If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction effective pursuant to General Instruction
A.(c), please check the following box. [ ] A.(d), please check the following box. [X]
Securities Act registration statement file number to which this form relates:
333-52288
Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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This information is incorporated by reference to the Registrant's
Registration Statement on Form SB-2 (File No. 333-52288), filed with the
Securities and Exchange Commission on December 20, 2000, as amended (the
"REGISTRATION STATEMENT"), in the section entitled "Description of Securities."
ITEM 2. EXHIBITS.
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The following exhibits are filed as part of this Form 8-A.
1 Stock Purchase and Sale Agreement dated as of December 18, 1998
among our company, Avid Sportswear, Inc. and the shareholders of
Avid Sportswear, Inc.*
2 Articles of Incorporation filed on September 19, 1997 with the
Nevada Secretary of State*
3 Amended Articles of Incorporation filed on May 12, 1999 with the
Nevada Secretary of State*
4 Certificate of Amendment to Articles of Incorporation filed on
May 27, 1999 with the Nevada Secretary of State*
5 Bylaws*
6 2000 Stock Incentive Plan*
7 Agreement dated as of December 8, 1998 between the Championship
Committee Merchandising Limited and Avid Sportswear Inc.*
8 Lease dated as of March 1, 1999 between F & B Industrial
Investments, LLC and Avid Sportswear, Inc.*
9 Lease dated as of April 30, 1999 between Links Associates, Ltd.
and our company*
10 Employment Agreement dated as of September 11, 1999 between Barnum
Mow and Avid Sportswear, Inc.*
11 Trademark License Agreement dated as of May 10, 1999 between Levi
Strauss & Co. and Avid Sportswear, Inc.*
12 Employment Agreement dated as of January 1, 1999 between David E.
Roderick and Avid Sportswear, Inc.*
13 Promissory Note in the original principal amount of $180,000 dated
as of June 4, 1999 from our company to First State Bank*
14 Commercial Security Agreement dated as of November 17, 1999
between First State Bank and our company*
15 Promissory Note dated as of November 17, 1999 in the original
principal amount of $1,000,000 given by our company to First State
Bank*
16 Business Loan Agreement dated as of November 17, 1999 between
First State Bank and our company*
17 Convertible Revolving Demand Note dated as of December 1, 1999 in
the original principal amount of $550,000 given by our company to
Earl Ingarfield*
18 Convertible Revolving Demand Note dated as of December 1, 1999 in
the original principal amount of $1,000,000 given by our company to
Lido Capital Corporation*
19 Convertible Revolving Demand Note dated as of December 1, 1999 in
the original principal amount of $125,000 given by our company to
Michael E. LaValliere*
20 Convertible Revolving Demand Note dated as of December 1, 1999 in
the original principal amount of $500,000 given by our company to
Thomas Browning*
21 Promissory Note dated as of December 23, 1999 in the original
principal amount of $200,000 given by our company to Daniel Paetz*
22 Executive Employment Agreement effective as of February 1, 2000
between our company and Earl T. Ingarfield*
23 Consulting Agreement dated as of June 22, 2000 between Persia
Consulting Group, Inc. and our company*
24 Form of Factoring Agreement between our company and GE Capital
Commercial Services, Inc
25 Form of Factoring Agreement Guaranty/Letter of Credit Supplement
between our company and GE Capital Commercial Services, Inc.*
26 Form of Factoring Agreement - Inventory Supplement (with advances)
between our company and GE Capital Commercial Services, Inc.*
27 Form of Letter of Agreement between our company and GE Capital
Commercial Services, Inc.
28 Form of Convertible Debenture*
29 Form of Registration Rights Agreement between our company and
purchasers of convertible debentures*
30 Line of Credit Agreement dated as of November 28, 2000 between our
company and GMF Holdings, Inc.*
31 Form of Debenture dated as of November 28, 2000 given by our
company*
32 Registration Rights Agreement dated as of November 28, 2000 between
our company and GMF Holdings, Inc.*
33 Form of Warrant dated as of November 28, 2000 given by our
company*
34 Registration Rights Agreement dated as of November 28, 2000 between
our company and the May Davis Group, Inc.*
35 Placement Agent Agreement as of November 28, 2000 between our
company and the May Davis Group, Inc.*
36 Escrow Agreement dated as of November 28, 2000 among our company,
the May Davis Group, Inc. and First Union National Bank*
37 Statement re: Computation of Earnings*
38 Letter on Change in Certifying Accountant*
39 Subsidiaries of our company*
40 Consent of Independent Accountants*
41 Power of Attorney*
42 Financial Data Schedule*
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* These Exhibits are incorporated herein by reference to the Exhibits to the
Registration Statement.
SIGNATURE
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Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereto duly authorized.
AVID SPORTSWEAR & GOLF CORP.
By: /s/ Earl T. Ingarfield
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January 25, 2001 Earl T. Ingarfield
President, Chief Executive Officer
and Chairman