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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A3
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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
MOORESVILLE, NORTH CAROLINA 28115
(Address of principal executive offices)
(704) 662-6442
(Registrant's telephone number, including area code)
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
This amendment to Form 8-K is being filed subsequent to the date on
which it was required to be filed. As a result of such delay, the Registrant
is able to include historical financial statements and pro forma financial
information which are as of December 31, 1997 and for the year then ended. (If
this Amendment had been timely filed, the Registrant believes that financial
statements and pro forma information for the period September 30, 1997 would
have been filed.)
(a) In accordance with Item 7(a) of Form 8-K, the Registrant
hereby files the required audited financial statements of
Press Pass Partners.
(b) In accordance with Item 7(b) of Form 8-K, the Registrant
hereby files required unaudited proforma financial information
with respect to the Registrant and Press Pass Partners. The
proforma information also includes the acquisition of High
Performance Sports Marketing, Inc. ("High Performance") which
was completed on October 24, 1997.
(c) The following exhibits are furnished herewith in accordance
with the provisions of Item 601 of Regulation S-B:
Reg. S-K
Exhibit No. Description
Item No.
* 2.4 Merger Agreement and Plan of Reorganization among SM 2
Acquisition Company, J/B Acquisition Company, Wheels
Sports Group, Inc., Synergy Marketing, Inc. and J/B
Press Pass, Inc., dated October 3, 1997.
o 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.
o 2.4.2 Registration Rights Agreement, dated December 31, 1997, 2
by and among the Company and the shareholders of the
partners of Press Pass.
o 10.1.12 Employment Agreement, dated October 3, 1997 and effective 10
December 31, 1997, by and between Victor Shaffer and
the Company.
o 10.1.13 Employment Agreement, dated October 3, 1997 and effective 10
December 31, 1997, by and between Robert Bove and the
Company.
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o 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 10
Company 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.
# 99.5 Financial Statements of Press Pass Partners.
# 99.6 Proforma Financial Information of Press Pass Partners and the
Registrant.
* Filed with the Company's Form 8-K on October 17, 1997.
o Filed with the Company's Form 8-K on January 15, 1998.
+ Filed with the Company's Form 8-K on February 3, 1998.
# Filed herewith.
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: April 22, 1998 By: /s/ F. Scott M. Chapman
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F. Scott M. Chapman,
Chief Financial Officer
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EXHIBIT LIST
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 Sports Group, Inc.,
Synergy Marketing, Inc. and J/B Press Pass, Inc., dated
October 3, 1997.
o 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.
o 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.
o 10.1.12 Employment Agreement, dated October 3, 1997 and effective 10
December 31, 1997, by and between Victor Shaffer and the Company.
o 10.1.13 Employment Agreement, dated October 3, 1997 and effective 10
December 31, 1997, by and between Robert Bove and the Company.
o 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.
# 99.5 Financial Statements of Press Pass Partners.
# 99.6 Proforma Financial Information of Press Pass Partners and
the Registrant.
* Filed with the Company's Form 8-K on October 17, 1997.
o Filed with the Company's Form 8-K on January 15, 1998.
+ Filed with the Company's Form 8-K on February 3, 1998.
# Filed herewith.
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