UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) September 27, 2007
OGDEN
GOLF CO. CORPORATION
(Exact
Name of Registrant as Specified in Its Charter)
(State
or
Other Jurisdiction of Incorporation)
333-105075
|
87-0652870
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(Commission
File Number)
|
(IRS
Employer Identification No.)
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|
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1661
Lakeview Circle, Ogden, UT
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84403
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(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(Registrant’s
Telephone Number, Including Area Code)
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation
of
the registrant under any of the following provisions (see General
Instruction A.2. below):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry Into a Material Definitive Agreement
Until
2006, Ogden Golf Co. Corporation (“Ogden Golf”, “us”, or “we”) was a retailer of
brand-named golf clubs, bags, apparel, and accessories merchandise in its
Ogden,
Utah retail location. In addition, we offered custom golf
club-making, fitting, repair, and tune-up services to our customers throughout
Northern Utah. We have been undercapitalized since our inception and
have relied upon friends and relatives to fund our operating losses, primarily
through purchases of our stock and debt in private transactions. Our
plan was to increase our advertising and marketing efforts in Ogden and in
surrounding areas. In September 2006, our Board of Directors determined that
Ogden Golf’s revenues and business operations were not sufficient to allow us to
continue to operate in the retail golf equipment business and we are currently
liquidating our assets. In 2006 and 2007 we liquidated our assets and
attempted to enter into other business activities. We have entered
into an Agreement and Plan of Reorganization to participate in a reverse
merger
transaction which is described below.
On
September 27, 2007, Ogden Golf entered into an Agreement and Plan of
Reorganization (the “Merger Agreement”) by and among Ogden Golf, Bio-Path, Inc.
(“Bio-Path”), a privately-held Utah corporation, and Biopath Acquisition Corp.
(“Merger Sub”), a Utah corporation which is a wholly-owned subsidiary of Ogden
Golf.
Bio-Path
is a
development stage company founded in 2007, dedicated to developing novel
cancer
therapeutics. Bio-Path was
formed to raise capital to acquire a license for drug technologies from MD
Anderson Cancer Center (“MD Anderson”), to fund the conducting of clinical and
other trials for such technologies and to commercialize such
technologies. These
technologies include siRNA, which
we are currently negotiating an exclusive license for a lead product and
nucleic
acid delivery technology. Bio-Path’s business plan is to act efficiently
as an intermediate
in the process of translating newly discovered drug technologies into authentic
therapeutic drugs candidates. Its strategy is to selectively
license
potential drug candidates for certain cancers, and, primarily utilizing the
comprehensive drug development capabilities
of
MD
Anderson, to advance these candidates
into
initial human efficacy trials (Phase IIa), and out-license
each successful potential
drug to a
pharmaceutical
company. Bio-Path
has
negotiated two license agreements with MD Anderson. Bio-Path has
raised $2,000,000 in private transactions and is attempted to raise additional
capital prior to the time of the Merger.
As
described below, the closing of the Merger Agreement is subject to numerous
conditions and there can be no assurance that the Merger will be
completed.
Upon
closing of the merger transaction
contemplated under the Merger Agreement (the “Merger”), Merger Sub will be
merged with and into Bio-Path, and Bio-Path will survive as a wholly-owned
subsidiary of Ogden Golf, provided however, that we will change Ogden Golf’s
name to Bio-Path Holdings, Inc. In addition, pursuant to the terms and
conditions of the Merger Agreement:
·
|
The
Merger is subject to the completion of a change of Ogden Golf’s name to
Bio-Path Holdings, and its year end to December
31.
|
·
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All
of the shares of Bio-Path issued and outstanding immediately prior
to the
closing of the Merger will be converted into shares of Ogden Golf)
common
stock based on a conversion ratio determined as set forth in the
Merger
Agreement by a formula that results in the security holders of
Ogden Golf
owning approximately 5% of the fully-diluted capitalization following
the
merger and other transactions.
|
·
|
Each
outstanding option or warrant to acquire Bio-Path capital stock
will, upon
closing of the Merger, be assumed by Ogden Golf and will thereafter
be
exercisable for shares of Ogden Golf common stock pursuant to their
respective terms and conditions based on the conversion ratio set
forth in
the Merger Agreement.
|
·
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The
composition of Ogden Golf’s board of directors will be determined prior to
the closing of the Merger, provided, however, we anticipate that
it will
include Peter Nielsen, Dr. Thomas Garrison and Doug
Morris.
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·
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The
Merger Agreement contains customary representations and warranties,
pre-closing covenants, and closing conditions, including approval
of the
Merger and related transactions.
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As
of the date of the Merger Agreement
and currently, there were no material relationships between Ogden Golf, or
its
affiliates, and Bio-Path, other than as contemplated by the Merger
Agreement. Douglas P. Morris, an officer and director of Bio-Path was
formerly an officer and director of Ogden Golf. Mr. Morris is a
shareholder of Ogden Golf.
The
foregoing description of the Merger
Agreement does not purport to be complete and is qualified in its entirety
by
reference to the complete text of the Merger Agreement, which is filed as
Exhibit 2.1 hereto and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
C
–
Exhibits
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Exhibit
Number
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Description
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Agreement
and Plan of Reorganization
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SIGNATURES
Pursuant
to the requirements of the
Securities Act of 1934, the Registrant has duly caused this report to be
signed
on its behalf by the undersigned thereunto duly authorized.
Dated: September
27 , 2007
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OGDEN
GOLF CO. CORPORATION
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By: /s/
Mark A. Scharmann
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President/Chairman
of the
Board
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