UNITED STATES
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
GOLFGEAR INTERNATIONAL, INC.
(Exact name of Registrant as specified in its charter)
Nevada 0-28007 43-1627555
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No)
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ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
On December 18, 2003, GolfGear International, Inc. (the "Company") received a resignation letter from Donald A. Anderson as a member of the Board of Directors of the Company. On December 19, 2003, Mr. Anderson also resigned as Chief Executive Officer of the Company and its subsidiaries.
Prior to his resignation, on or about November 8, 2003, Mr. Anderson was suspended pending an investigation into possible violations of his employment contract with the Company and breaches of his fiduciary duties. The investigation into Mr. Anderson's possible violations of his employment contract and breaches of fiduciary duty is ongoing. Following his suspension, Mr. Anderson instituted litigation proceedings against the Company for alleged actions similar to those set forth as the reasons for his resignation. In summary, Mr. Anderson's disagreement with the Company and reasons for resigning are that he alleges the Company breached his employment contract, allegedly made defamatory statements and wrongfully discharged him.
The Company has accepted Mr. Anderson's resignations despite the fact that its investigation into his conduct has not been completed. The Company believes Mr. Anderson's allegations are specious and without any basis in law or fact. The Company further believes that Mr. Anderson's requests that his letters of resignation be publicly disclosed is a tactic intended to bolster his baseless litigation claims.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
The following exhibit is filed as part of this report:
17 Letter of resignation dated December 18, 2003;
17.1 Letter of resignation dated December 19, 2003;
99.1 Press Release dated December 24, 2003.
SIGNATURE
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 thereunto duly authorized.
GOLFGEAR INTERNATIONAL, INC.
Date: December __, 2003 By:
Daniel Wright
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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17 Letter of resignation dated December 18, 2003;
17.1 Letter of resignation dated December 19, 2003;
99.1 Press Release dated December 24, 2003.
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EXHIBIT 17
TO: GolfGear International, Inc. Date 12.18.2003 ATTENTION: Mr. John Pierandozzi, President/COO
This is notice of my resignation as a member of the Board of Directors of GolfGear International, Inc. and its subsidiaries, effective immediately upon your receipt of this fax transmission.
I am resigning as a result of various disagreements with the company, and because the company has breached my contract, defamed me, and wrongfully discharged me from my employment, in violation of public policy and in retaliation for my good faith efforts to assure that the company's public filings were in full compliance with the law and the actions of its officers and directors were proper and lawful.
I hereby request that this letter be publicly disclosed pursuant to the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Donald A. Anderson Donald A. Anderson |
EXHIBIT 17.1
VIA FACSIMILE
DATE: December 19, 2003
TO: GolfGear International, Inc
ATTN: John Pierandozzi, President/COO; Peter H. Pocklington, Chairman, and all Directors
FROM: Don Anderson:
Dear Mr. Pierandozzi:
This notice supplements my notice of resignation as a director which I faxed to you yesterday at approximately 5:30 p.m. and personally delivered to GGI's Huntington Beach office last evening at about 7:30 p.m.
This is to notify you that I am also resigning as Chief Executive Officer of GGI and its subsidiaries, effective immediately upon the fax transmission of this message.
My decision to resign as CEO is for the same reasons I explained in my notice faxed to you yesterday. GGI has breached my employment contract, defamed me, and wrongfully discharged me in violation of public policy in retaliation for my good faith efforts to assure that its public filings were in full compliance with the law and the actions of its officers and directors proper and lawful.
To be more specific as to GGI's public filings, I continue to believe that GGI is required under Regulation S-B, Item 401(d)1, enacted by the Securities Exchange Commission, and by the 1934 Act and the Sarbanes-Oxley Act of 2002, to disclose the prior bankruptcies of four of Mr. Pocklington's companies.
I also believe the wholesale changes in GGI's Board as a result of the resignations of four of its seven directors with a period of about four weeks last Summer should have been publicly disclosed.
None of these disclosures have yet been made.
Please make certain that each of the company's directors receive a copy of this notice and of my notice faxed to you yesterday.
I hereby request that this letter be publicly disclosed pursuant to the rules and regulations of the Securities and Exchange Commission.
Very truly yours,
/s/ Donald A. Anderson DONALD A. ANDERSON |
EXHIBIT 99.1
GOLFGEAR INTERNATIONAL, INC. ANNOUNCES RESIGNATION OF SUSPENDED CEO AND DIRECTOR DONALD A. ANDERSON
Wednesday December 24, 9:30 am ET
HUNTINGTON BEACH, Calif.-- On December 18, 2003, pending completion of an investigation into possible violations of his employment contract and fiduciary duties, Donald A. Anderson tendered his resignation as a member of the Board of Directors of GolfGear International, Inc. (OTCBB:GEAR) The following day, Anderson tendered his resignation as Chief Executive Officer of GolfGear International, Inc. and its subsidiaries. Anderson has been on suspension since November 8, 2003.
Anderson's job responsibilities have been assumed by John Pierandozzi, Chief Operating Officer and President. The Board of Directors is confident that Pierandozzi will provide the company with exceptional leadership. Through April 2002, Pierandozzi was President and Chief Executive Officer of Carbite Golf, nationally recognized manufacturer of putters and wedges. There he redirected the company from an emphasis on broad-based telemarketing that was dramatically unprofitable into a company that was focused on the core product line of putters and wedges and returned the company to profitability.
During his more than 20 years of experience in golf and golf-related industries, Pierandozzi was a consultant to Adams Golf; a principal in Applied Golf Technologies; an owner of a Nevada Bob's franchise; and a consultant to Los Angeles County on County-run golf facilities. He began his business career as executive vice president of Pacific Malibu Development, the original developer of the Lake Las Vegas project in Nevada. There he was involved in the land and business planning, including the development and layout of seven golf courses.
GolfGear's patent portfolio with respect to insert technology is the largest and most comprehensive in the golf industry, with seven domestic and two foreign patents issued related to forged-face insert technology, and additional patents pending. These patents incorporate a wide variety of forged-face insert materials, including titanium, beryllium copper, stainless steel, carbon steel, aluminum, and related alloys, and include technology for variable face thickness of the insert.
GolfGear offers a full line of proprietary golf clubs, including Tsunami drivers, fairway woods and irons; Leading Edge(R) Championship Putters, Diva woods and irons for women; and Players(R) clubs for junior golfers. The company has headquarters at 5285 Industrial Dr., Huntington Beach, Calif. 92649; 714-899-4274 or 800-955-6440; fax: 714-899-4284; www.golfgearint.com.
NOTE: Cautionary Statement Pursuant to Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995: This news release may contain forward-looking statements, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Expressions of future goals and similar expressions reflecting something other than historical fact are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. These forward-looking statements involve a number of risks and uncertainties. The actual results that the company achieves may differ materially from any forward-looking statements due to such risks and uncertainties. The company undertakes no obligations to revise or update any forward-