SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 3, 2000
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GOLFROUNDS.COM, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-10093 22-3664872
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
376 Main Street, P.O. Box 74, Bedminster, New Jersey 07921
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (908) 901-9250
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Item 1. Changes in Control of Registrant
Effective on February 3, 2000, Paul O. Koether, John W. Galuchie, Jr. and
Thomas K. Van Herwarde resigned as directors of GolfRounds.com, Inc. and Robert
H. Donehew, Larry Grossman and John F. McCarthy, III took office as the new
directors of GolfRounds.com, Inc. The change in composition of the board
occurred in connection with the sale on January 24, 2000 by Messrs. Koether,
Galuchie and Van Herwarde and certain other sellers of 500,000 shares of
GolfRounds' common stock to seven purchasers. In connection with the sale, Mr.
Koether and several entities he controls gave a designee of the purchasers
irrevocable proxies to vote an additional 449,690 shares of common stock owned
by Mr. Koether and the entities he controls.
Item 7. Financial Statements and Exhibits
Exhibit Number Description
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2.1 Stock Purchase Agreement dated as of January 18, 2000
(incorporated by reference to GolfRounds' Form 8-K
filed on January 19, 2000).
2.2 Agreement dated as of January 18, 2000 (incorporated
by reference to GolfRounds' Form 8-K filed on January
19, 2000).
99.1 Press release of GolfRounds.com, Inc. dated February
8, 2000.
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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: February 8, 2000 GOLFROUNDS.COM, INC.
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(Registrant)
/s/ John F. McCarthy, III
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John F. McCarthy, III
Chairman
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EXHIBIT INDEX
Exhibit Number Description
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2.1 Stock Purchase Agreement dated as of January 18, 2000
(incorporated by reference to GolfRounds' Form 8-K
filed on January 19, 2000).
2.2 Agreement dated as of January 18, 2000 (incorporated
by reference to GolfRounds' Form 8-K filed on January
19, 2000).
99.1 Press release of GolfRounds.com, Inc. dated February
8, 2000.
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