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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A1
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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):
DECEMBER 31, 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.)
149 GASOLINE ALLEY DRIVE
MOORESVILLE, NORTH CAROLINA 28115
(Address of principal executive offices)
(704) 662-6442
(Registrant's telephone number, including area code)
1368 SALISBURY ROAD
MOCKSVILLE, NORTH CAROLINA 27028
(Former address, if changed since last report)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(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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* 2.4 Merger Agreement and Plan of Reorganization among SM Acquisition 2
Company, J/B Acquisition Company, Wheels Sport Group, Inc.,
Synergy Marketing, Inc. and J/B Press Pass, Inc., dated
October 3, 1997.
* 2.4.1 Amendment to Merger Agreement and Plan of Reorganization 2
among SM Acquisition Company, J/B Acquisition Company,
Wheels Sport Group, Inc., Synergy Marketing, Inc. and
J/B Press Pass, Inc., dated December 29, 1997.
* 2.4.2 Registration Rights Agreement, dated December 31, 1997, by and 2
among the Company and the shareholders of the partners of Press
Pass.
* 10.1.12 Employment Agreement, dated October 3, 1997 and effective 10
December 31, 1997, by and between Victor Shaffer and the Company.
* 10.1.13 Employment Agreement, dated October 3, 1997 and effective 10
December 31, 1997, by and between Robert Bove and the Company.
* 10.15.4 Form of Promissory Note, issued in the aggregate principal 10
amount of $1,000,000, dated December 31, 1997, from the Company to
shareholders of Synergy Marketing, Inc. and J/B Press Pass, Inc.
+ 10.16.1 Credit Agreement, dated December 31, 1997, among the Company 10
and Credit Agricole Indosuez, as agent, and the lending
institutions named therein.
+ 10.16.2 Warrant, dated December 29, 1997, granted by the Company to 10
Credit Agricole Indosuez, to purchase up to 509,358 shares of
Common Stock.
* Previously filed with the Company's Form 8-K filed on October 17, 1997.
+ 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.
WHEELS SPORTS GROUP, INC.
Date: January 26, 1998 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.
- ----------- ----------- ---------
+ 10.16.1 Credit Agreement, dated December 31, 1997, among the Company 10
and Credit Agricole Indosuez, as agent, and the lending
institutions named therein.
+ 10.16.2 Warrant, dated December 29, 1997, granted by the Company to 10
Credit Agricole Indosuez, to purchase up to 509,358 shares of
Common Stock.