SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 2
TO
FORM 8-K
ON
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 19, 2003
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GOLF ROUNDS.COM, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 0-10093 59-1224913
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
111 Village Parkway, Building #2, Marietta, Georgia 30067
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (770) 951-0984
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Golfrounds.com, Inc. ("Company") has elected to terminate the agreement and
plan of reorganization and merger, dated September 19, 2003 (and amended on
March 26, 2004), by and among the Company, its wholly owned subsidiary, DPE
Acquisition Corp. ("Merger Sub") and Direct Petroleum Exploration, Inc. ("DPE").
The Merger Agreement had provided for the merger ("Merger") of Merger Sub with
and into DPE, with DPE intended to survive the Merger as wholly owned subsidiary
of the Company. Under Section 11.2(e) of the Merger Agreement (as amended), any
party could terminate the Merger Agreement if the closing of the Merger had not
occurred on or prior to June 19, 2004. The Company believes that it is in the
best interests of the stockholders of the Company to terminate the Merger
Agreement and for the Company to pursue other alternatives intended to deliver
shareholder value.
The terms of the Merger and the Merger Agreement were summarized in the
previously filed Form 8-K, which is being amended and supplemented hereby.
On July 7, 2004, the Company issued a press release announcing its decision
to terminate the Merger Agreement.
Exhibits
Exhibit Number Description
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2.1* Agreement and Plan of Reorganization and Merger, dated as
of September 19, 2003, among the Company, Merger Sub and
DPE
2.1(a)** Amendment No. 1, dated as of March 26, 2004, Agreement and
Plan of Reorganization and Merger, dated as of September
19, 2003, among the Company, Merger Sub and DPE and others.
10.1* Form of Escrow Agreement
10.2* Finders Fee Agreement
10.3* Form of Employment Agreement between the Company and Edward
Gendelman
10.4* Form of Employment Agreement between the Company and George
Faris
99.1* Press release of the Company dated September 19, 2003
99.2*** Press release of the Company dated July 12, 2004
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* Previously filed as an exhibit to the Current Report on Form 8-K, filed on
October 8, 2003.
** Previously filed as an exhibit to Amendment No. 1 to Current Report on Form
8-K, filed on March 26, 2004.
*** Filed herewith.
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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.
Dated: July 12, 2004 GOLF ROUNDS.COM, INC.
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(Registrant)
/s/ John F. McCarthy
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John F. McCarthy III
Chairman of the Board
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EXHIBIT INDEX
Exhibit Number Description
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99.2 Press release dated July 12, 2004
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