-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MsztccUO5ZQbDqNZgE2Ay/gFIEyfJK5A3hsVk2urlxZFGSm3fmRVM8Gt5Tssiq0U FGpV+UprlizUOUfdb/dzTQ== 0001104659-04-008110.txt : 20040322 0001104659-04-008110.hdr.sgml : 20040322 20040322172726 ACCESSION NUMBER: 0001104659-04-008110 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040322 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WYANT ANDREW S CENTRAL INDEX KEY: 0001269479 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O NATURAL GOLF CORP STREET 2: 1200 E BUSINESS CENTER DR CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NATURAL GOLF CORP CENTRAL INDEX KEY: 0001039387 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 363745860 STATE OF INCORPORATION: IL FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79510 FILM NUMBER: 04683223 BUSINESS ADDRESS: STREET 1: 1200 EAST BUSINESS CENTER DRIVE STREET 2: SUITE 400 CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 BUSINESS PHONE: 8477950100 MAIL ADDRESS: STREET 1: 1200 EAST BUSINESS CENTER DRIVE STREET 2: SUITE 400 CITY: MOUNT PROSPECT STATE: IL ZIP: 60056 SC 13G 1 a04-3619_1sc13g.htm SC 13G

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13G

 

 

Under the Securities Exchange Act of 1934
(Amendment No.    )*

 

Natural Golf Corporation

(Name of Issuer)

 

Common Stock, no par value per share

(Title of Class of Securities)

 

63888E203

(CUSIP Number)

 

February 25, 2004

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

ý

Rule 13d-1(c)

o

Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 



 

 

CUSIP No.  63888E203

 

 

1.

Name of Reporting Person. I.R.S. Identification Nos. of above person (entities only)
ANDREW S. WYANT

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
U.S. Citizen
U.S.A

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
542,103 shares of Common Stock (1)

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
542,103 shares of Common Stock (1)

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
542,103 shares of Common Stock (1)

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
CERTAIN SHARES*

 

 

11.

Percent of Class Represented by Amount in Row (9)
Approximately 9.4% as of the date of this filing.  (Based on 5,082,566 shares of Common Stock issued and outstanding as of February 23, 2004, plus the 713,300 shares issuable upon the conversion of non-qualified stock options.  See Footnote 1 in Item 4).  

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

 

2



 

Item 1.

 

(a)

Name of Issuer
NATURAL GOLF CORPORATION

 

(b)

Address of Issuer's Principal Executive Offices
1200 East Business Center Drive, Suite 400
Mount Prospect, Illinois 60056

 

Item 2.

 

(a)

Name of Person Filing
Andrew S. Wyant

 

(b)

Address of Principal Business Office or, if none, Residence
c/o Natural Golf Corporation
1200 East Business Center Drive, Suite 400
Mount Prospect, Illinois 60056

 

(c)

Citizenship
U.S. Citizen

 

(d)

Title of Class of Securities
Common Stock, no par value per share

 

(e)

CUSIP Number
63888E203

 

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

 

3



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

542,103 shares of Common Stock (1)

 

(b)

Percent of class:   

Approximately 9.4% as of the date of this filing.  (Based on 5,082,566 shares of Common Stock issued and outstanding as of February 23, 2004, plus the 713,300 shares issuable upon the conversion of non-qualified stock options).

 

(c)

Number of shares as to which the person has:

 

 

 

(i)

Sole power to vote or to direct the vote   

542,103 shares of Common Stock (1)

 

 

(ii)

Shared power to vote or to direct the vote    

0

 

 

(iii)

Sole power to dispose or to direct the disposition of   

542,103 shares of Common Stock (1)

 

 

(iv)

Shared power to dispose or to direct the disposition of   

0

 

(1)

The securities reported herein include: (i) 137,103 shares of Common Stock owned by Mr. Wyant; (ii) 405,000 shares of Common Stock that are issuable upon exercise of stock options that are owned by Mr. Wyant.  Natural Golf Corporation had agreed to grant Mr. Wyant 100,000 restricted shares of Common Stock, 50,000 shares of which were to vest on January 1, 2005 and January 1, 2006 respectively pursuant to Mr. Wyant’s employment agreement.  As described in the Form 4 for Mr. Wyant filed on March 15, 2004, Mr. Wyant agreed to waive the requirement of the grant of 100,000 restricted shares of Common Stock prior to their issuance.

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  o.

 

Not Applicable

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not Applicable

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not Applicable

 

Item 8.

Identification and Classification of Members of the Group

Not Applicable

 

Item 9.

Notice of Dissolution of Group

Not Applicable

 

Item 10.

Certification

  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

4



 

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

March 19, 2004

 

Date

 


/s/ Andrew S. Wyant

 

Signature

 


Andrew S. Wyant/President and CEO

 

Name/Title

 

 

5


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