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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
JUNE 30, 1997
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WHEELS SPORTS GROUP, INC.
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 0-22321 56-2007717
(State of Incorporation) (Commission File No.) (I.R.S. Employer
Identification No.)
1368 SALISBURY ROAD
MOCKSVILLE, NORTH CAROLINA 27028
(Address of principal executive offices)
(704) 634-3000
(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On June 30, 1997, Wheels Sports Group, Inc. (the "Company"), Diamond
Sports Group, Inc. ("Diamond"), Wheels Sports Group Acquisition II, Inc., a
wholly owned subsidiary of the Company (the "Subsidiary") and the four
shareholders of Diamond (the "Shareholders") entered into an Agreement and Plan
of Reorganization (the "Agreement") whereby, in a reverse triangular
reorganization (the "Merger"), all of the outstanding shares of Diamond were
converted into 485,000 restricted shares of the Company's Common Stock and
issued to the Shareholders.
For a period of two years commencing June 30, 1997, the Shareholders
may "piggy-back" the registration of their shares onto any registration
statement which the Company files to register any of its securities under the
Securities Act of 1933, as amended (the "Act"), in connection with a public
offering for cash proceeds payable in whole or in part to the Company. The
Shareholders also have been granted the right to request the Company file a
registration statement under the Act covering the shares of the Company's
Common Stock issued to them in connection with the Merger. Such "demand"
registration right commences July 16, 1998 and ends December 31, 1998.
On effectiveness of the Merger, the Board of Directors of the Company
expanded the number of members of the Board of Directors of the Company to seven
and appointed Randy E. Duncan to the Board of Directors. The Board of Directors
of Diamond consists of Messrs. Duncan, Howard L. Correll, Jr. and W. Conrad
Powell. Three of the Shareholders, including Mr. Duncan, have executive
employment agreements with Diamond, all of which extend through June 29, 2000.
Diamond Sports Group specializes in sales and distribution of
motorsport-related apparel, souvenirs and hospitality management.
ITEM 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
ITEM 5. OTHER EVENTS
Not Applicable
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.
Not applicable.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The financial statements requirements relative to Diamond are
being reviewed by the Securities and Exchange Commission staff and if deemed to
be required by the staff, such financial statement will be filed as an
amendment to this Form 8-K as soon as practicable, but not later than 60 days
after this report on Form 8-K must be filed.
(b) The pro forma financial information requirements relative to
Diamond and the Registrant are being reviewed by the Securities and Exchange
Commission staff and if deemed to be required by the staff, such financial
information will be filed as an amendment to this Form 8-K as soon as
practicable, but not later than 60 days after this report on Form 8-K must be
filed.
(c) The following exhibits are furnished herewith in accordance
with the provisions of Item 601 of Regulation S-K:
Reg. S-K
Exhibit No. Description Item No.
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2.1 Agreement and Plan of Reorganization among Diamond 2
Sports Group, Inc., the Company, Wheels Sports Group
Acquisition, Inc., a wholly owned subsidiary of the
Company, and the four shareholders of Diamond Sports
Group, Inc.
2.2 Registration Rights Agreement among the Company and 2
Messrs. Randy E. Duncan, H. Edward Hickman, Robert J.
Diachenko and A. Thad Lewallen, III.
ITEM 8. CHANGE IN FISCAL YEAR.
Not applicable.
ITEM 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
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.
WHEELS SPORTS GROUP, INC.
Date: July 14, 1997 By: /s/ HOWARD L. CORRELL, JR.
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Howard L. Correll, Jr., Chairman
of the Board, Chief Executive
Officer and President
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EXHIBIT INDEX
Reg. S-K
Exhibit No. Description Item No.
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2.1 Agreement and Plan of Reorganization among Diamond 2
Sports Group, Inc., the Company, Wheels Sports Group
Acquisition, Inc., a wholly owned subsidiary of the
Company, and the four shareholders of Diamond Sports Group,
Inc.
2.2 Registration Rights Agreement among the Company and Messrs. 2
Randy E. Duncan, H. Edward Hickman, Robert J. Diachenko
and A. Thad Lewallen, III.