-----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, EEwY/xEPU2a7yevjet19rcI3LPhls8t0xhaNcgCW8BOdtCOOkARsa17oG5CKtLZx QXVTwiorwCTYmN1FQdDzXw== 0000950130-98-002182.txt : 19980430 0000950130-98-002182.hdr.sgml : 19980430 ACCESSION NUMBER: 0000950130-98-002182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980429 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980429 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MILLENNIUM SPORTS MANAGEMENT INC CENTRAL INDEX KEY: 0000904075 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-AMUSEMENT & RECREATION SERVICES [7900] IRS NUMBER: 223127024 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-22042 FILM NUMBER: 98603810 BUSINESS ADDRESS: STREET 1: PO BOX 117 CITY: AUGUSTA STATE: NJ ZIP: 07822-0117 BUSINESS PHONE: 9733837644 MAIL ADDRESS: STREET 1: PO BOX 117 CITY: AUGUSTA STATE: NJ ZIP: 07822-0117 FORMER COMPANY: FORMER CONFORMED NAME: SKYLANDS PARK MANAGEMENT INC DATE OF NAME CHANGE: 19930510 8-K 1 FORM 8-K
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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): April 29, 1998 (April 28, 1998) --------------------------------- MILLENNIUM SPORTS MANAGEMENT, INC. New Jersey 0-22042 22-3127024 - ---------- ------- ---------- (State or other jurisdiction (Commission File No.) (IRS Employer ID No.) of incorporation)
Ross' Corner, U.S. Highway 206 and County Route 565, Augusta, NJ 07822 ---------------------------------------------------- (Address of principal executive offices) (973) 383-7644 -------------------------------------------------- Registrant's telephone number, including area code __________________________________________________________________ (Former name or former address, if changed since last report) Item 5. Other Events. - --------------------- Following the public announcement thereof on April 28, 1998, Millennium Sports Management, Inc., formerly known as Skylands Park Management, Inc. (the "Company"), notified Continental Stock Transfer & Trust Company (the "Warrant Agent"), with instructions to further notify the registered holders of the Company's outstanding publicly traded Class A common stock purchase warrants (the "Class A Warrants"), that the Board of Directors of the Company had voluntarily authorized the extension of the Class A Warrants such that the expiration date of the Class A Warrants has been extended through and including 5:00 p.m. (New York time) on September 30, 1998. No other terms of the Class A Warrants were amended at this time. Also on April 28, 1998, the Company notified the Warrant Agent, with instructions to further notify the registered holders of the Company's outstanding Class D common stock purchase warrants (the "Class D Warrants", and collectively with the Class A Warrants, the "Warrants"), that, except for Class D Warrants committed for issuance in connection with the Company's "Stadium Golf" joint venture, the Board of Directors of the Company had (i) determined to cease any further offering of Class D Warrants, and (ii) voluntarily authorized the extension of the expiration date of the Class D Warrants through 5:00 p.m. (New York time) on March 31, 2003 with respect to the 4,012,000 Class D Warrants now outstanding or committed for issuance. 3,000,000 of such Class D Warrants are subject to contractual agreements requiring the return thereof to the Company under certain circumstances. No other terms of the Class D Warrants were amended at this time. The certificates representing the Warrants on the date of this report will continue to represent the Warrants (as extended) during the extension of the exercise periods, and the Warrant Agent has agreed to continue to act as warrant agent in respect of the Warrants. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. - --------------------------------------------------------------------------- The following Exhibits are filed as part of this Form 8-K: 1. Notification letter, dated April 28, 1998, issued by the Company to the Warrant Agent, regarding the extension of the Class A Warrants. 2. Warrant Agreement dated as of September 24, 1993 between the Company and the Warrant Agent, relating to the Class A Warrants.(1) 3. Notification Letter, dated April 28, 1998, issued by the Company to the Warrant Agent, regarding the extension of the Class D Warrants. 4. Warrant Agreement dated as of February 6, 1997 between the Company and the Warrant Agent, relating to the Class D Warrants.(2) ________________________ /(1)/ Incorporated by reference, filed as an exhibit to Amendment No. 2 to the Company's registration statement on Form SB-2 filed on August 12, 1993. /(2)/ Incorporated by reference, filed as an exhibit to Company's report on Form 10-KSB filed on March 31, 1998. 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 hereto duly authorized. MILLENNIUM SPORTS MANAGEMENT, INC. (Registrant) Dated: April 29, 1998 By: /s/ Barry M. Levine -------------- ------------------------------- Barry M. Levine, President EX-1 2 NOTIFICATION LETTER REGARDING CLASS A WARRANTS EXHIBIT 1 --------- MILLENNIUM SPORTS MANAGEMENT, INC. (f/k/a Skylands Park Management, Inc.) Ross' Corner U.S. Highway 206 & Country Route 565 P.O. Box 117 Augusta, New Jersey 07822-0117 April 28, 1998 VIA FACSIMILE AND FIRST CLASS MAIL - ---------------------------------- Continental Stock Transfer & Trust Company 2 Broadway New York, New York 10004 Dear Sirs: Reference is made to the Warrant Agreement between us dated as of September 24, 1993 (the "Warrant Agreement"). All capitalized terms used herein without definition have the respective meanings ascribed to them in the Warrant Agreement. Pursuant to the Warrant Agreement, the Company hereby certifies that, pursuant to due authorization of the Board of Directors of the Company, the Company has elected to extend the Warrant Expiration Date through and including 5:00 p.m. (New York time) on September 30, 1998, subject to the Company's right, prior to such Warrant Expiration Date, in its sole discretion, to extend such Warrant Expiration Date on five business days' prior written notice to the Registered Holders; and Section 1(m) of the Warrant Agreement is hereby correspondingly amended. No other term of the Warrants has been amended. In accordance with Section 8(d) of the Warrant Agreement, the existing Warrant Certificates will continue to represent the Warrants, notwithstanding the extension described herein. In accordance with Section 8(e) of the Warrant Agreement, the Company hereby directs you, as Warrant Agent, to send a copy of this letter by ordinary first class mail to each Registered Holder of Warrants at his, her or its last address as it appears on your registry books as Warrant Agent. Very truly yours, MILLENNIUM SPORTS MANAGEMENT, INC. By:_____________________________________ Barry M. Levine, President cc: A. S. Goldmen & Co., Inc. EX-3 3 NOTIFICATION LETTER REGARDING CLASS D WARRANTS Exhibit 3 --------- MILLENNIUM SPORTS MANAGEMENT, INC. P.O. Box 117 Augusta, New Jersey 07822-0117 April 28, 1998 VIA FACSIMILE AND FIRST CLASS MAIL - ---------------------------------- Continental Stock Transfer & Trust Company 2 Broadway New York, New York 10004 Dear Sirs: Reference is made to the Warrant Agreement between us dated as of February 6, 1997 (the "Warrant Agreement"). All capitalized terms used herein without definition have the respective meanings ascribed to them in the Warrant Agreement. The Company hereby notifies you that, except for 4,000,000 Warrants committed for issuance in connection with a pending joint venture, the Company has determined to cease immediately the general offering of Warrants, and hereby directs you not to honor any further requests for the purchase or issuance of Warrants. The Company will notify you specifically with respect to the issuance of those Warrants committed for issuance as described herein. With respect to all outstanding Warrants, and those Warrants committed for issuance as described above, the Company hereby certifies, pursuant to the Warrant Agreement, that pursuant to due authorization of the Board of Directors of the Company, the Company has elected to extend the Warrant Expiration Date through and including 5:00 p.m. (New York time) on March 31, 2003, subject to the Company's right, prior to such Warrant Expiration Date, in its sole discretion, to extend such Warrant Expiration Date on five business days' prior written notice to the Registered Holders; and Section 1(j) of the Warrant Agreement is hereby correspondingly amended. No other term of the Warrants has been amended. In accordance with Section 8(d) of the Warrant Agreement, the existing Warrant Certificates will continue to represent the Warrants, notwithstanding the extension described herein. In accordance with Section 8(e) of the Warrant Agreement, the Company hereby directs you, as Warrant Agent, to send a copy of this letter by ordinary first class mail to each Registered Holder of Warrants at his, her or its last address as it appears on your registry books as Warrant Agent. Very truly yours, MILLENNIUM SPORTS MANAGEMENT, INC. By:_____________________________________ Barry M. Levine, President -----END PRIVACY-ENHANCED MESSAGE-----