-----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, HhkQLzlP7Xt2IgZbHrUcVHA7C7tBez8xsJ5E8rHZ4pFpp31d381+IdrAUV86qQdl nbjAt53z1GOqANlf7BETTg== 0000912057-97-022174.txt : 19970630 0000912057-97-022174.hdr.sgml : 19970630 ACCESSION NUMBER: 0000912057-97-022174 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970603 ITEM INFORMATION: Other events FILED AS OF DATE: 19970627 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: VISUAL EDGE SYSTEMS INC CENTRAL INDEX KEY: 0001015172 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS [7997] IRS NUMBER: 133778895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-20995 FILM NUMBER: 97631322 BUSINESS ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5617507559 MAIL ADDRESS: STREET 1: 2424 NORTH FEDERAL HIGHWAY STREET 2: SUITE 100 CITY: BOCA RATON STATE: FL ZIP: 33431 8-K/A 1 FORM 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _____________ FORM 8-K/A CURRENT REPORT Pursuant to Section l3 or l5(d) of the Securities Exchange Act of l934 Date of Report (Date of earliest event reported) JUNE 3, 1997 ------------ VISUAL EDGE SYSTEMS INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) DELAWARE 0-20995 13-377-8895 --------------------------------------------------------------------- (State of other juris- (Commission (I.R.S. Employer diction of incorporation) File Number) Identification No.) 2424 NORTH FEDERAL HIGHWAY, SUITE 100, BOCA RATON, FL 33431 ---------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (561) 750-7559 ------------------- (Registrant's telephone number, including area code) Item 5. OTHER EVENTS As of June 3, 1997, Visual Edge Systems Inc. (the "Company"), Greg Norman ("Norman") and Great White Shark Enterprises, Inc. executed an amendment (the "Amendment") to the License Agreement, dated as of March 1, 1995 (the "Agreement"), pursuant to which Norman granted to the Company a worldwide license (the "Greg Norman License") to use his name, likeness, endorsement and certain trademarks in connection with the production and promotion of the Company's ONE-ON-ONE WITH GREG NORMAN personalized video golf lessons. Norman and the Company have agreed to restructure the terms of the payments due to Norman under the Agreement by: (i) altering the character of the payments such that Norman will receive $1,020,000 of his royalties in shares of the Company's Common Stock, rather than cash as was originally contemplated by the Agreement; (ii) changing the schedule of the payments such that they will be paid to Norman over a period of time from January 1998 through April 2000; and (iii) granting to Norman 25,000 options to purchase shares of the Company's Common Stock at an exercisable price of $10.00 per share. Prior to the execution of the Amendment, the Agreement provided that the continued use of the Greg Norman License by the Company was conditioned upon guaranteed payments to Norman aggregating $3.3 million during the three-year period commencing July 1, 1996, which would be applied against a royalty equal to 8% of the Company's Net Revenues from product sales. "Net Revenues" is defined in the Agreement as revenues less costs associated with discounts, allowances, payments to golf clubs, driving ranges or golf professionals, sales tax and returns, not to exceed 20% of product sales. Pursuant to the Agreement, the Company has paid Norman $600,000 to date, and was required to make payments aggregating $1,000,000 and $1,700,000, respectively, during each of the years commencing July 1, 1997 and 1998, regardless of whether the Company derived any revenues from product sales. Such annual payments were payable on a quarterly basis. The Amendment restructures the payments to Norman by: (i) deferring the date that the next payment is due from July 1, 1997 until January 1, 1998; (ii) extending the date that the last payment is due from April 1, 1999 until April 1, 2000; and (iii) providing that a portion of the payments will be in shares of the Company's Common Stock (rather than cash payments as contemplated by the Agreement) in accordance with the following schedule: COMMON STOCK PAYMENT DATE CASH PAYMENT PAYMENT (SHARES) July 1, 1997 $ 0 0 October 1, 1997 $ 0 0 January 1, 1998 $ 140,000 6,000 April 1, 1998 $ 140,000 6,000 -2- July 1, 1998 $ 210,000 9,000 October 1, 1998 $ 210,000 9,000 January 1, 1999 $ 300,000 12,000 April 1, 1999 $ 300,000 12,000 July 1, 1999 $ 300,000 12,000 October 1, 1999 $ 300,000 12,000 January 1, 2000 $ 240,000 12,000 April 1, 2000 $ 240,000 12,000 --------- ------- TOTAL: $2,980,000 102,000 shares For the purposes of calculating the royalties payable to Norman, the Common Stock issued to Norman by the Company will be valued at $10.00 per share regardless of the actual market price of the Common Stock at the time of payment. Any royalties earned by Norman pursuant to the Amendment that are in excess of the fees as scheduled above are to be paid in cash. After the initial term, which ends on June 30, 2000, the Company has the option to renew the Agreement for two additional five-year periods (each five-year period, a "Renewal Term"). The guaranteed fee to Norman in the first year of the first Renewal Term will be $1,300,000, increasing by $100,000 each successive year thereafter; all such fees will be payable in cash, in equal quarterly installments. The Company has agreed to register all Common Stock issued to Norman pursuant to the Amendment under the Securities Act of 1933, as amended. The 25,000 options to purchase shares of the Company's Common Stock, at an exercise price of $10.00 per share, vest immediately and are exercisable at Norman's discretion at any time prior to their expiration on June 30, 2000. (c) Exhibits 99.1 Amendment to License Agreement, dated as of June 3, 1997, by and among Greg Norman, Great White Shark Enterprises, Inc. and Visual Edge Systems Inc. -3- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of l934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. VISUAL EDGE SYSTEMS INC. (Registrant) ------------------------------- By: /s/ EARL T. TAKEFMAN -------------------------- Earl T. Takefman Chief Executive Officer Date: June 27, 1997 -4- EXHIBIT INDEX NO. 99.1 Amendment to License Agreement, dated as of June 3, 1997, by and among Greg Norman, Great White Shark Enterprises, Inc. and Visual Edge Systems Inc. EX-99.1 2 EXH-99-1 Amendments to March 1, 1995 Agreement Between Greg Norman and Great White Shark Enterprises, Inc. and Visual Edge Systems Inc. Amendment dated June 3, 1997 to Agreement dated March 1, 1995 between Greg Norman and Great White Shark Enterprises, Inc. ("Norman") and Visual Edge Systems Inc. ("Licensee"). Norman and Licensee hereby agree as follows: 1. Paragraph 2.2 - The existing first sentence is deleted and replaced by: "The first term shall be July 1, 1996 to June 30, 2000 (the "First Term")." The remaining portion of this paragraph shall not be amended. 2. Paragraph 5.1 - This entire paragraph is deleted and replaced by the following: "Licensee hereby agrees to pay Norman, without deduction or set off, a Guaranteed Fee of $4,000,000 for the First Term, due and payable in quarterly installments, on the first day of each Contract Quarter of the First Term, in cash and Common Stock of Licensee (as calculated in Paragraph 5.3), based on the following schedule: Common Stock Payment Date Cash Payment Payment (shares) Paid to date $ 600,000 0 July 1, 1997 $ 0 0 October 1, 1997 $ 0 0 January 1, 1998 $ 140,000 6,000 April 1, 1998 $ 140,000 6,000 July 1, 1998 $ 210,000 9,000 October 1, 1998 $ 210,000 9,000 January 1, 1999 $ 300,000 12,000 April 1, 1999 $ 300,000 12,000 July 1, 1999 $ 300,000 12,000 October 1, 1999 $ 300,000 12,000 January 1, 2000 $ 240,000 12,000 April 1, 2000 $ 240,000 12,000 $2,980,000 102,000 shares Thereafter the Guaranteed Fee in the first year of a Renewal Term, payable entirely in cash, shall be $1,300,000 and shall increase in each subsequent Contract Year by $100,000 in equal quarterly installments, on the first day of each Contract Quarter of the Term. The foregoing, collectively, are referred to as the "Guaranteed Fees". 3. Paragraph 5.3 - This entire paragraph is deleted and replaced by the following: "The Guaranteed Fees paid pursuant to Paragraph 5.1 hereof shall be credited against the Royalties payable pursuant to Paragraph 5.2 hereof and the Royalties paid pursuant to Paragraph 5.2 hereof shall be credited against the balance of the Guaranteed Fees payable pursuant to Paragraph 5.1 hereof. For the purposes of calculating the royalties payable the Common Stock paid by the Licensee shall have a value of $10.00 per share regardless of the actual market price of the Common Stock at the time of payment. For example, on October 1, 1998, the Licensee shall be credited with the payment of $300,000 represented by $210,000 in cash and $90,000 in Common Stock of the Licensee." 4.. Paragraph 5.10 - This entire paragraph is deleted and replaced by the following: "Any Royalties earned by Norman pursuant to this Agreement that are in excess of the Guaranteed Fees shall be paid 100% in cash." 5. Add a new Paragraph 5.11 which shall read: "All stock issued by Licensee to Norman in accordance with Paragraph 5.1 shall be registered." 6. Add a new Paragraph 5.12 which shall read: "Within seven (7) days of signing this amendment to the Agreement, the Licensee shall deliver to Norman evidence of Licensee's grant to Norman of 25,000 options to purchase shares of Common Stock of Licensee at an exercise price of $10.00 per share, at Norman's sole discretion, at any time prior to the expiration of the First Term." 7. The following Paragraphs are also fully deleted: Paragraph 2.1 8. Paragraph 11.1 - Licensee's address is changed to: 2424 North Federal Highway Suite 100 Boca Raton, FL 33431 Attention: Mr. E. Takefman, Chief Executive Officer Norman and Licensee also agree that the terms of this Amendment shall remain strictly confidential and as such no public press releases of these amendments will be made by Licensee other than the required notifications and filings incumbent upon the Licensee as a public company or in answering questions that may arise from any public documentation available. Except as expressly modified hereby, the Agreement as originally executed shall remain in full force and effect. Agreed and accepted this 3rd day of June 1997. /s/ Greg Norman /s/ Greg Norman - --------------------- ------------------------------------ Greg Norman Great White Shark Enterprises, Inc. Visual Edge Systems Inc. Per: /s/ Earl Takefman -----END PRIVACY-ENHANCED MESSAGE-----