1
EXHIBIT 10.58
THIS WARRANT HAS BEEN OFFERED AND SOLD OUTSIDE OF THE UNITED STATES IN A
TRANSACTION UNDER REGULATION S PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT. THIS WARRANT MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE UNITED STATES OR TO U.S. PERSONS (AS SUCH TERM IS DEFINED IN REGULATION
S) UNLESS THE WARRANT IS REGISTERED UNDER THE ACT AND APPLICABLE STATE
SECURITIES LAWS, OR SUCH OFFERS, SALES AND TRANSFERS ARE MADE PURSUANT TO
AVAILABLE EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THOSE LAWS.
BRASSIE GOLF CORPORATION
COMMON STOCK PURCHASE WARRANT
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No. 1
Number of Common Shares: 250,000 Holder: Infinity Investors
Limited
Purchase Price: $0.75 per share 00 Xxxxxxxxxx
Xxxx
Expiration Date: January 24, 0000 Xxxx, Xxxxxxx
For identification only. The governing terms of this Warrant are set forth below.
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Brassie Golf Corporation, a Delaware corporation (the "Company"), hereby
certifies that, for value received, Infinity Investors Limited, or assigns, is
entitled, subject to the terms set forth below, to purchase from the Company at
any time or from time to time after the date hereof and prior to the third
anniversary hereof (the "Exercise Period"), at the Purchase Price hereinafter
set forth, 250,000 shares of the fully paid and nonassessable Common Stock of
the Company. The number and character of such shares of Common Stock and
the Purchase Price are subject to adjustment as provided herein.
The purchase price per share of Common Stock issuable upon exercise of
this Warrant (the "Purchase Price") shall initially be $0.75; provided, however,
that the Purchase Price shall be adjusted from time to time as provided in
Section 5, below.
As used herein the following terms, unless the context otherwise
requires, have the following respective meanings:
(a) The term "Company" shall include Brassie Golf
Corporation, and any corporation that shall succeed or assume the
obligations of the Company hereunder.
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(b) the term "Common Stock" includes (a) the Company's common
stock, par value $.001 per share, (b) any other capital stock of any
class or classes (however designated) of the Company, authorized on or
after the date hereof, the holders of which shall have the right,
without limitation as to amount, either to all or to a share of the
balance of current dividends and liquidating dividends after the
payment of dividends and distributions on any shares entitled to
preference, and the holders of which shall ordinarily, in the absence
of contingencies, be entitled to vote for the election of a majority of
directors of the Company (even though the right so to vote has been
suspended by the happening of such a contingency) and (c) any other
securities into which or for which any of the securities described in
(a) or (b) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.
(c) The term "Other Securities" refers to any stock (other than
Common Stock) and other securities of the Company or any other person
(corporate or otherwise) that the holder of this Warrant at any time
shall be entitled to receive, or shall have received, on the exercise
of this Warrant, in lieu of or in addition to Common Stock, or that at
any time shall be issuable or shall have been issued in exchange for
or in replacement of Common Stock or Other Securities pursuant to
Section 4 or otherwise.
1. EXERCISE OF WARRANT.
1.1 METHOD OF EXERCISE. This Warrant may be exercised in whole
or in part (but not as to a fractional share of Common Stock),
at any time and from time to time during the Exercise Period, by the
holder hereof by surrender of this Warrant, with the form of
subscription at the end hereof duly executed by such holder, to the
Company at its principal office, accompanied by payment of the Purchase
Price multiplied by the number of shares of Common Stock for which this
Warrant is being exercised (the "Exercise Price"). Payment of the
Exercise Price shall be made by certified check or official bank draft
payable to the order of the Company or by wire transfer to the account
of the Company. If the amount of the payment received by the Company
is less than the Exercise Price, the holder will be notified of the
deficiency and shall make payment in that amount within five (5)
business days. In the event the payment exceeds the Exercise Price,
the Company will refund the excess to the holder within five (5)
business days of receipt. Upon exercise, the holder shall be entitled
to receive, promptly after payment in full, one or more certificates,
issued in the holder's name or in such name or names as the holder may
direct, subject to the limitations on transfer contained herein, for the
number of shares of Common Stock so purchased. The shares so
purchased shall be deemed to be issued as of the close of business on
the date on which this Warrant shall have been exercised (the "Exercise
Date").
1.2 REGULATION S RESTRICTIONS. Exercise of this Warrant and
acceptance of shares of Common Stock upon such exercise shall constitute an
agreement by the holder not to offer or sell such shares in the United States,
to a U.S. Person (as such term is
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defined in Regulation S promulgated under the Securities Act of 1933, as
amended ("Regulation S")) or for the account or benefit of a U.S.
Person during the period commencing on the date on which it exercises
the Warrant and ending on the day following any applicable restrictive
period under Regulation S. At the time this Warrant is exercised, the
Company may require the holder to state in the notice of exercise such
reasonable representations concerning the holder as are necessary or
appropriate to assure compliance by the holder with Regulation S. The
certificates representing the shares of common stock issued upon
exercise of this Warrant shall bear solely the following legend:
"The shares of Common Stock of Brassie Golf Corporation
represented hereby have been pursuant to Regulation S,
promulgated under the United States Securities Act of
1933, as amended (the "Act") and have not been registered
under the Act or any applicable state securities laws.
These shares may not be offered or sold within the United
States or to or for the account of a "U.S. Person" as that
term is defined in Regulation S during the period commencing
on the date of issuance hereof and ending [ADD THEN APPLICABLE
RESTRICTED PERIOD FOR NONAFFILIATES] days thereafter."
1.3 COMPANY ACKNOWLEDGMENT. The Company will, at the time of
the exercise of this Warrant, upon the request of the holder
hereof, acknowledge in writing its continuing obligation to afford to
such holder any rights to which such holder shall continue to be
entitled after such exercise in accordance with the provisions of this
Warrant. If the holder shall fail to make any such request, such
failure shall not affect the continuing obligation of the Company to
afford to such holder any such rights.
1.4 LIMITATION ON EXERCISE. Notwithstanding the rights of the
holder to exercise all or a portion of this Warrant as described herein,
such exercise rights shall be limited, solely to the extent required,
from time to time, such that in no instance shall the maximum number of
shares of Common Stock which the Holder may receive in respect
of any exercise of all or a portion of this Warrant exceed, at any one
time, an amount equal to the remainder of (i) 4.99% of the then issued
and outstanding shares of Common Stock of the Company following such
exercise, minus (ii) the number of shares of Common Stock of the Company
then owned (beneficially or of record) by the holder (the "Limitation on
Conversion"); provided, however, the Limitation on Conversion shall not
apply, and shall be of no further force and effect following the
occurrence of any event of default of the Company hereunder and for
which the holder hereof has provided written notice thereof and which is
not cured within the applicable time period specified in such written
notice.
2. DELIVERY OF STOCK CERTIFICATES, ETC., ON EXERCISE. As soon as
practicable after the exercise of this Warrant, and in any event, within five
(5) business days thereafter, the Company at its expense (including the payment
by it of any applicable issue, stamp or transfer taxes) will cause to be issued
in the name of and delivered to the holder thereof, or, to the extent
permissible
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hereunder, to such other person as such holder may direct, a certificate or
certificates for the number of fully paid and nonassessable shares of Common
Stock (or Other Securities) to which such holder shall be entitled on such
exercise, plus, in lieu of any fractional share to which such holder would
otherwise be entitled, cash equal to such fraction multiplied by the then
applicable Purchase Price, together with any other stock or other securities
and property (including cash, where applicable) to which such holder is
entitled upon such exercise pursuant to Section 1 or otherwise.
The Company covenants that upon the expiration of the applicable
restrictive period relating to the shares of Common Stock underlying this
Warrant, if any, it will use its best lawful efforts to issue or cause the
transfer agent of the Company to issue one or more certificates representing
such shares of Common Stock (or Other Securities) without any restrictive
legend such that such shares shall be freely tradable, subject only to
compliance with Federal and state securities laws. The Company acknowledges
that "best lawful efforts" as used herein shall, among other things, require
the Company to cooperate with the holder hereof in obtaining an opinion of
counsel reasonably satisfactory to the holder regarding certain Federal
securities law implications in connection with removing the restrictive legend
on the shares of Common Stock issuable upon exercise of this Warrant.
3. ADJUSTMENT FOR DIVIDENDS IN OTHER STOCK PROPERTY, ETC.;
RECLASSIFICATION, ETC. In case at any time or from time to time, the holders
of Common Stock (or Other Securities) shall have received, or (on or after the
record date fixed for the determination of shareholders eligible to receive)
shall have become entitled to receive, without payment therefor,
(a) other or additional stock or other securities or
property (other than cash) by way of dividend, or
(b) any cash (excluding cash dividends payable solely out
of earnings or earned surplus of the Company), or
(c) other or additional stock or other securities or
property (including cash) by way of spin-off, split-up,
reclassification, recapitalization, combination of shares or similar
corporate rearrangement,
other than additional shares of Common Stock (or Other Securities) issued as a
stock dividend or in a stock split (adjustments in respect of which are
provided for in Section 5), then and in each such case the holder of this
Warrant, on the exercise hereof as provided in Section 1, shall be entitled to
receive the amount of stock and other securities and property (including cash
in the cases referred to in subdivisions (b) and (c) of this Section 3) that
such holder would hold on the date of such exercise if on the date hereof it
had been the holder of record of the number of shares of Common Stock called
for on the face of this Warrant and had thereafter, during the period from the
date hereof to and including the date of such exercise, retained such shares
and all such other or additional stock and other securities and property
(including cash in the cases referred to
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in subdivisions (b) and (c) of this Section 3) receivable by him as aforesaid
during such period, giving effect to all adjustments called for during such
period by Sections 4 and 5.
4. ADJUSTMENT FOR REORGANIZATION, CONSOLIDATION, MERGER, ETC.
4.1 REORGANIZATION, ETC. In case at any time or from time to
time, the Company shall (a) effect a reorganization, (b) consolidate
with or merge into any other person, or (c) transfer all or
substantially all of its properties or assets to any other person under
any plan or arrangement contemplating the dissolution of the Company,
then, in each such case, the holder of this Warrant, on the exercise
hereof as provided in Section 1 at any time after the consummation of
such reorganization, consolidation or merger or the effective date of
such dissolution, as the case may be, shall receive, in lieu of the
Common Stock (or Other Securities) issuable on such exercise prior to
such consummation or such effective date, the stock and other
securities and property (including cash) to which such holder would have
been entitled upon such consummation or in connection with such
dissolution, as the case may be, if such holder had so exercised this
Warrant, immediately prior thereto, all subject to further adjustment
thereafter as provided in Sections 3 and 5.
4.2 CONTINUATION OF TERMS. Upon any reorganization,
consolidation, merger or transfer (and any dissolution following any transfer)
referred to in this Section 4, this Warrant shall continue in full force and
effect and the terms hereof shall be applicable to the shares of stock and
other securities and property receivable on the exercise of this Warrant after
the consummation of such reorganization, consolidation or merger or the
effective date of dissolution following any such transfer, as the case may be,
and shall be binding upon the issuer of any such stock or other securities,
including, in the case of any such transfer, the person acquiring all or
substantially all of the properties or assets of the Company, whether or not
such person shall have expressly assumed the terms of this Warrant as provided
in Section 6.
5. ADJUSTMENT FOR EXTRAORDINARY EVENTS. In the event that the Company
shall (i) issue additional shares of the Common Stock as a dividend or
other distributiion on outstanding Common Stock, (ii) subdivide its outstanding
shares of Common Stock, or (iii) combine its outstanding shares of the Common
Stock into a smaller number of shares of the Common Stock, then, in each such
event, the Purchase Price shall, simultaneously with the happening of such
event, be adjusted by multiplying the then Purchase Price by a fraction, the
numerator of which shall be the number of shares of Common Stock outstanding
immediately prior to such event and the denominator of which shall be the
number of shares of Common Stock outstanding immediately after such event, and
the product so obtained shall thereafter be the Purchase Price then in effect.
The Purchase Price, as so adjusted, shall be readjusted in the same manner upon
the happening of any successive event or events described herein in this
Section 5. The holder of this Warrant shall thereafter, on the exercise hereof
as provided in Section 1, be entitled to receive that number of shares of
Common Stock determined by multiplying the number of shares of Common Stock
that would otherwise (but for the provisions of this Section 5) be issuable on
such exercise by a fraction of which (i) the numerator is the Purchase Price
that would otherwise (but
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for the provisions of this Section 5) be in effect, and (ii) the denominator is
the Purchase Price in effect on the date of such exercise.
6. ADJUSTMENTS TO CONVERSION PRICE FOR DILUTING ISSUES.
6.1 SPECIAL DEFINITIONS. For purposes of this Section 6, the
following definitions shall apply:
(a) "Option" shall mean rights, options or warrants to
subscribe for, purchase or otherwise acquire either Common Stock
or Convertible Securities.
(b) "Convertible Securities" shall mean any evidences of
indebtedness, shares of preferred stock or other securities
directly or indirectly convertible into or exchangeable for
Common Stock.
(c) "Additional Shares of Common Stock" shall mean all
shares of Common Stock issued by the Company after the first day
of the Exercise Period, other than shares of Common Stock issued
or issuable to officers, employees or directors of the Company or
any subsidiary of the Company, pursuant to a stock purchase or
option plan or other employee stock bonus arrangement
(collectively, the "Plans") approved by the Board of Directors and
shareholders of the Company.
6.2 ISSUANCE OF ADDITIONAL SHARES. In the event the Company
shall issue Additional Shares of Common Stock (pursuant to an Option or
otherwise) without consideration or for a consideration per share less than the
applicable Exercise Price in effect on the date of and immediately prior to
such issue, then and in such event, such Exercise Price shall be reduced,
concurrently with such issue, to a price (calculated to the nearest cent)
determined by multiplying such Exercise Price by a fraction, the numerator of
which shall be (i) the number of shares of Common Stock outstanding immediately
prior to such issue plus (ii) the number of shares of Common Stock which the
aggregate consideration received or deemed to have been received by the Company
for the total number of Additional Shares of Common Stock so issued would
purchase at such Exercise Price, and the denominator of which shall be (i) the
number of shares of Common Stock outstanding immediately prior to such issue
plus (ii) the number of Additional Shares of Common Stock so issued or deemed
to be issued. For the purposes of the foregoing calculation, the number of
shares of Common Stock deemed to be outstanding immediately prior to the
issuance of any securities described in either clause of the preceding sentence
shall be the sum of (i) the total number of shares of Common Stock issued and
outstanding at such time, plus (ii) the total number of shares of Common Stock
issuable upon conversion in full of all Convertible Securities issued and
outstanding at such time, plus (iii) the total number of shares of Common Stock
issuable upon conversion in full of all Convertible Securities issuable upon
exercise of Options for Convertible Securities issued and outstanding such time.
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7. NO IMPAIRMENT. The Company will not, by amendment of its
Certificate of Incorporation or through any reorganization, transfer of assets,
consolidation, merger, dissolution, issue or sale of securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this Warrant, but will at all times in good faith assist in the
carrying out of all such terms and in the taking of all such action as may be
necessary or appropriate in order to protect the rights of the holder of this
Warrant against impairment. Without limiting the generality of the foregoing,
the Company (a) will not increase the par value of any shares of stock
receivable on the exercise of this Warrant above the amount payable therefor on
such exercise, (b) will take all such action as may be necessary or appropriate
in order that the Company may validly and legally issue fully paid and
nonassessable shares of stock on the exercise of this Warrant, and (c) will not
transfer all or substantially all of its properties and assets to any other
person (corporate or otherwise), or consolidate with or merge into any other
person or permit any such person to consolidate with or merge into the Company
(if the Company is not the surviving person), unless such other person shall
expressly assume in writing and will be bound by all the terms of this Warrant.
8. ACCOUNTANTS' CERTIFICATE AS TO ADJUSTMENTS. In each case of any
adjustment or readjustment in the shares of Common Stock (or Other Securities)
issuable on the exercise of this Warrant, the Company will promptly compute such
adjustment or readjustment in accordance with the terms of this Warrant and
prepare a certificate setting forth such adjustment or readjustment and showing
in detail the facts upon which such adjustment or readjustment is based,
including a statement of (a) the consideration received or receivable by the
Company for any additional shares of Common Stock (or Other Securities) issued
or sold or deemed to have been issued or sold, (b) the number of shares of
Common Stock (or Other Securities) outstanding or deemed to be outstanding, and
(c) the Purchase Price and the number of shares of Common Stock to be received
upon exercise of this Warrant, in effect immediately prior to such issue or
sale and as adjusted and readjusted as provided in this Warrant. The Company
will forthwith mail a copy of each such certificate to the holder of this
Warrant, and will, on the written request at any time of the holder of this
Warrant, furnish to such holder a like certificate setting forth the Purchase
Price at the time in effect and showing how it was calculated.
9. NOTICES OF RECORD DATE, ETC. In the event of
(a) any taking by the Company of a record of the holders
of any class or securities for the purpose of determining the
holders thereof who are entitled to receive any dividend or other
distribution, or any right to subscribe for, purchase or otherwise
acquire any shares of stock of any class or any other securities
or property, or to receive any other right, or
(b) any capital reorganization of the Company, any
reclassification or recapitalization of the capital stock of
the Company or any transfer of all or substantially all the assets
of the Company to or consolidation or merger of the Company with
or into any other person, or
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(c) any voluntary or involuntary dissolution, liquidation or
winding-up of the Company,
Then and in each such event the Company will mail or cause to be mailed to the
holder of this Warrant a notice specifying (i) the date on which any such
record is to be taken for the purpose of such dividend, distribution or right,
and stating the amount and character of such dividend, distribution or right,
and (ii) the date on which any such reorganization, reclassication,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up is to take place, and the time, if any, as of which the holders of
record of Common Stock (or Other Securities) shall be entitled to exchange
their shares of Common Stock (or Other Securities) for securities or other
property deliverable on such reorganization, reclassification,
recapitalization, transfer, consolidation, merger, dissolution, liquidation or
winding-up. Such notice shall be mailed at least 20 days prior to the date
specified in such notice on which any action is to be taken.
10. RESERVATION OF STOCK, ETC., ISSUABLE ON EXERCISE OF WARRANT. The
Company will at all times reserve and keep available, solely for issuance and
delivery on the exercise of this Warrant, all shares of Common Stock (or Other
Securities) from time to time issuable on the exercise of this Warrant.
11. EXCHANGE OF WARRANT. On surrender for exchange of this Warrant,
properly endorsed, to the Company, the Company at its expense will issue and
deliver to or on the order of the holder thereof a new Warrant of like tenor,
in the name of such holder or as such holder (on payment by such holder of any
applicable transfer taxes) may direct, calling in the aggregate on the face or
faces thereof for the number shares of Common Stock called for on the face of
the Warrant so surrendered.
12. REPLACEMENT OF WARRANT. On receipt of evidence reasonably
satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of any such loss, theft or destruction of this
Warrant, on delivery of an indemnity agreement or security reasonably
satisfactory in form and amount to the Company or, in the case of any such
mutilation, on surrender and cancellation of this Warrant, the Company at its
expense will execute and deliver, in lieu thereof, a new Warrant of like tenor.
13. REMEDIES. The Company stipulates that the remedies at law of the
holder of this Warrant in the event of any default or threatened default by the
Company in the performance of or compliance with any of the terms of this
Warrant are not and will not be adequate, and that such terms may be
specifically enforced by a decree for the specific performance of any agreement
contained herein or by an injunction against a violation of any of the terms
hereof or otherwise.
14. NEGOTIABILITY, ETC. This Warrant is issued upon the following
terms, to all of which each holder or owner hereof by the taking hereof
consents and agrees:
(a) title to this Warrant may be transferred by endorsement
(by the holder hereof executing the form of assignment at the end
hereof) and delivery in
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the same manner as in the case of a negotiable instrument
transferable by endorsement and delivery;
(b) any person in possession of this Warrant properly
endorsed is authorized to represent himself as absolute owner
hereof and is empowered to transfer absolute title hereto by
endorsement and delivery hereof to a bona fide purchaser hereof
for value; each prior taker or owner waives and renounces all of
his equities or rights in this Warrant in favor of each such bona
fide purchaser, and each such bona fide purchaser shall acquire
absolute title hereto and to all rights represented hereby;
(c) until this Warrant is transferred on the books of the
Company, the Company may treat the registered holder hereof as the
absolute owner hereof for all purposes, notwithstanding any notice
to the contrary; and
(d) notwithstanding the foregoing, this Warrant may not
be sold, transferred or assigned except pursuant to an effective
registration statement under the Securities Act of 1933, as
amended or, pursuant to an applicable exemption therefrom or in
accordance with Regulation S promulgated under such Act.
15. REGISTRATION RIGHTS. If, and only if, at any time prior to the
third anniversary of this Warrant, Regulation S promulgated under the
Securities Act is rescinded or modified so as to preclude the holder of this
Warrant from reselling in the United States public securities markets the
shares of Common Stock to be received from the Company upon exercise of all or
a portion of this Warrant following the 120th day after such exercise (the
"Restricted Period"), and/or, if, for any other reason, the Company refuses to
issue such shares of Common Stock as required pursuant to this Warrant bearing
solely the legend substantially as set forth in Section 1.2 hereof, and/or the
Company refuses to reissue such shares of Common Stock bearing no restrictive
legend following the expiration of the Restricted Period, then the Company
hereby undertakes, upon written demand of the holder of this Warrant, to (i)
file a Registration Statement to register the shares of Common Stock to be
issued upon exercise of this Warrant with the Securities and Exchange
Commission within the later to occur of (I) July 31, 1997 and (II) forty five
(45) New York Stock Exchange trading days of receipt of such demand and (ii)
use its best lawful efforts to cause such Registration Statement to be declared
effective and continuously maintained for a period of two (2) years.
Notwithstanding the foregoing, the Company shall not be required to file any
such Registration Statement if the maximum number of shares of Common
Stock of the Company to be covered by such Registration Statement is less than
200,000 (taking into account any similar demands from the holder under
additional Warrants of the Company issued at the same general time as this
Warrant). In lieu of filing such Registration Statement, the Company may, at
its option, exercisable within five (5) business days of the receipt of the
holder's written demand described herein, repurchase this Warrant from the
holder for the Redemption Price. The Redemption Price shall mean an amount
equal to the product of (i) the remaining number of shares of Common Stock
issuable upon exercise in full of this Warrant and (ii) the difference between
(A) the Fair Market Value of such shares (as hereafter defined), and (B) the
Purchase
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(Brassie Golf Corporation - No. 1)
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Price which would be payable to the Company upon issuance of such shares. the
Fair Market Value of such shares shall mean the average of the closing bid price
of the Company's Common Stock as reported by Bloomberg, L.P. over a five (5)
trading day period ending the day immediately prior to the date of the
holder's notice requesting the Company file a Registration Statement as
described herein.
16. NOTICES, ETC. All notices and other communications from the
Company to the holder of this Warrant shall be mailed by first class registered
or certified mail, postage prepaid, at such address as may have been furnished
to the Company in writing by such holder or, until any such holder furnishes to
the Company an address, then to, and at the address of, the last holder of this
Warrant who has so furnished an address to the Company.
17. MISCELLANEOUS. This Warrant and any term hereof may be changed,
waived, discharged or terminated only by an instrument in writing signed by the
party against which enforcement of such change, waiver, discharge or
termination is sought. This Warrant shall be construed and enforced in
accordance with and governed by the internal laws of the State of Delaware.
The headings in this Warrant are for purposes of reference only, and shall not
limit or otherwise affect any of the terms hereof. This Warrant is being
executed as an instrument under seal. The invalidity or unenforceability of
any provision hereof shall in no way affect the validity or of enforceability
of any other provision.
[Signature page follows]
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(Brassy Golf Corporation - No. 1)
11
DATED AS OF JANUARY 31, 1997.
BRASSIE GOLF CORPORATION
By: /s/ Xxxxxx X. Xxxxxxxxxx
--------------------------------
Name: Xxxxxx X. Xxxxxxxxxx
------------------------------
Title: Secretary
-----------------------------
[Corporate Seal]
Attest:
By: /s/ Xxxxx X. Xxxxxxx
-----------------------------
Secretary General Counsel
COMMON STOCK PURCHASE WARRANT - Page 11
(Brassie Golf Corporation - No. 1)
