U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 29, 1996
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Date of Report (date of earliest event reported)
Saint Andrews Golf Corporation
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Exact Name of Registrant as Specified in its Charter
Nevada 0-24970 88-0203976
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State or Other Jurisdiction Commission File IRS Employer Identifi-
of Incorporation Number cation Number
5325 South Valley View Boulevard, Suite 10
Las Vegas, Nevada 89118
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Address of Principal Executive Offices,
Including Zip Code
(702) 798-7777
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Registrant's Telephone Number, Including Area Code
ITEM 5. OTHER EVENTS.
On July 29, 1996, Saint Andrews Golf Corporation (the "Company") sold
200,000 shares of its newly designated Series A Convertible Preferred Stock to
Three Oceans Inc. ("TOI"), an affiliate of Sanyo North America Corporation,
for $2,000,000 in cash. The sale was made pursuant to an Investment Agreement
between the Company and TOI dated July 29, 1996 (the "Agreement"). The
Agreement provides that TOI will purchase an additional 200,000 shares of
Series A Convertible Preferred Stock for an additional $2,000,000 by September
12, 1996, and an additional 100,000 shares of Series A Convertible Preferred
Stock by October 27, 1996. The Company will use the proceeds of these sales
for the SportPark segment of its business.
Each share of the Series A Convertible Preferred Stock issued to TOI is
convertible into one share of the Company's Common Stock at any time. The
Series A Convertible Preferred Stock has a liquidation preference of $10 per
share and the holder is entitled to receive dividends equal to any declared on
the Company's Common Stock. Under certain circumstances, the Company may
redeem the Series A Convertible Preferred Stock at a redemption price of
$12.50 per share. Each share of Series A Convertible Preferred Stock is
entitled to one vote and will vote along with the holders of the Company's
Common Stock.
Pursuant to the terms of the Agreement, TOI also received an option to
purchase up to 250,000 shares of the Company's Common Stock at $5.00 per share
at any time until July 29, 2001.
The Agreement provides for certain demand and piggyback registration
rights with respect to the shares of Common Stock issuable upon the conversion
of the Series A Convertible Preferred Stock and the exercise of the option.
Pursuant to the Agreement, the Company expanded the number of Directors
of the Company from four to five, and elected Hideki Yamagata as an additional
Director of the Company. Mr. Yamagata is President of TOI and Executive Vice
President of Sanyo North America Corporation.
In connection with the initial closing of the Agreement, the Company
granted TOI certain first refusal rights with respect to debt and/or equity
financing arrangements for SportParks developed by the Company and any
arrangements to obtain electrical and electronic equipment for such
SportParks. In addition, the Company granted TOI and its designees certain
signage rights at the Company's first two SportParks.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits.
10.1 Investment Agreement with Three Oceans, Inc.
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.
SAINT ANDREWS GOLF CORPORATION
Dated: August 8, 1996 By: /s/ Ronald S. Boreta
Ronald S. Boreta, President