<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 18, 1997
REGISTRATION STATEMENT NO. 333-28841
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
AMENDMENT NO. 3 TO
FORM S-4
------------------------
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
FM PRECISION GOLF CORP.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 3949 06-1453896
(State or Other Jurisdiction (Primary Standard Industrial (I.R.S. Employer
of Incorporation or Classification Code Number) Identification Number)
Organization)
</TABLE>
3490 CLUBHOUSE DRIVE, SUITE 102, JACKSON HOLE, WYOMING 83001; (307) 739-1188
(Address, Including Zip Code and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Copies to:
<TABLE>
<S> <C> <C>
KENNETH J. WARREN, ESQ. ROBERT S. SCHWARTZ, ESQ. STEVEN D. PIDGEON, ESQ.
2109 WEST FIFTH AVENUE, SUITE C BENESCH FRIEDLANDER SAMUEL C. COWLEY, ESQ.
COLUMBUS, OHIO 43212 COPLAN & ARONOFF LLP SNELL & WILMER L.L.P.
(614)487-1966 88 EAST BROAD STREET ONE ARIZONA CENTER
(Name, Address, Including Zip COLUMBUS, OHIO 43215 400 EAST VAN BUREN
Code and Telephone Number, (614) 223-9300 PHOENIX, ARIZONA 85004-0001
Including Area Code of Agent (602) 382-6000
For Service)
</TABLE>
Approximate date of commencement of proposed sale to the public: as soon as
possible after the effective date of this registration statement.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
------------------------
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
FM Precision Golf Corp. ("FMP") is a Delaware corporation. Section 145 of
the Delaware General Corporation Law ("DGCL") provides that directors and
officers of Delaware corporations may, under certain circumstances, be
indemnified against expenses (including attorneys' fees) and other liabilities
actually and reasonably incurred by them as a result of any suit brought against
them in their capacity as a director or officer, if they acted in good faith and
in a manner they reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if they had no reasonable cause to believe their conduct was
unlawful. Section 145 also provides that directors and officers may also be
indemnified against expenses (including attorneys' fees) incurred by them in
connection with a derivative suit, if they acted in good faith and in the manner
they reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made without court approval
if such person was adjudged liable to the corporation.
Article NINTH of FMP's Amended and Restated Certificate of Incorporation
and Article VI of FMP's By-laws have provisions requiring FMP to indemnify its
directors and officers which are in substantially the same wording as Section
145.
Article EIGHTH of FMP's Amended and Restated Certificate of Incorporation
further provides that no director will be personally liable to FMP or its
stockholders for monetary damages or for any breach of fiduciary duty except for
breach of the director's duty of loyalty to FMP or its stockholders, for acts or
omissions not in good faith or involving intentional misconduct or a knowing
violation of law, pursuant to Section 174 of the DGCL (which imposes liability
in connection with the payment of certain unlawful dividends, stock purchases or
redemptions), or any amendment or successor provision thereto, or for any
transaction from which the director derived an improper personal benefit.
Pursuant to the terms of the Merger Agreement, at all times after the
Effective Date, FMP will, and will cause RG to, indemnify each person who was a
director or officer of RG on May 14, 1997 with respect to any claim, liability,
loss, damage, judgment, fine, penalty, amount paid in settlement or compromise,
cost or expense, including reasonable fees and expenses of legal counsel, to the
extent such party would have been indemnified pursuant to RG's Articles of
Incorporation or By-laws as then in effect, based in whole or in part on, or
arising in whole or in part out of, any matter existing or occurring at or prior
to the Effective Date whether commenced, asserted or claimed before or after the
Effective Date.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) The following exhibits are filed as part of this Form S-4. (Items
marked with an * are filed herewith. All other items are incorporated by
reference or were previously filed.)
(2) PLAN OF ACQUISITION, REORGANIZATION, ARRANGEMENT, LIQUIDATION OR SUCCESSION
Exhibit 2.1.
Agreement and Plan of Merger dated as of May 14, 1997 among Royal Grip,
Inc., FM Precision Golf Corp. and FMPSUB, Inc. (incorporated by reference to
Annex I to the Prospectus in Part I of this Form S-4).
Exhibit 2.2.
Consulting Agreement dated as of May 14, 1997 between FM Precision Golf
Corp. and Danny Edwards.
II-1
<PAGE> 3
Exhibit 2.3.
Registration Rights Agreement dated as of May 14, 1997 among Danny Edwards,
Drew M. Brown, DMB Property Ventures Limited Partnership, Mark N. Sklar, Bennett
Dorrance, Trustee of the Bennett Dorrance Trust, Christopher A. Johnston,
RPJ/JAJ Partners, Ltd., David E. Johnston, Kenneth J. Warren, Berenson Minella &
Company, L.P. and FM Precision Golf Corp.
Exhibit 2.4.
Stockholder Agreement dated as of May 14, 1997 among Danny Edwards, Drew M.
Brown, DMB Property Ventures Limited Partnership, Mark N. Sklar, Bennett
Dorrance, Trustee of the Bennett Dorrance Trust, Christopher A. Johnston,
RPJ/JAJ Partners, Ltd., David E. Johnston, Kenneth J. Warren, Berenson Minella &
Company, L.P. and FM Precision Golf Corp.
Exhibit 2.5.
Voting Agreement dated as of May 14, 1997 among Danny Edwards, Drew M.
Brown, Mark N. Sklar, Bennett Dorrance, Trustee of the Bennett Dorrance Trust,
DMB Property Ventures Limited Partnership and FM Precision Golf Corp.
(3) CERTIFICATE OF INCORPORATION AND BYLAWS
Exhibit 3.1.
Amended and Restated Certificate of Incorporation of FM Precision Golf
Corp. (incorporated by reference to Annex IV to the Prospectus in Part I of this
Form S-4).
Exhibit 3.2.
Bylaws of Royal Precision, Inc. (f/k/a FM Precision Golf Corp.)
(4) INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS
Exhibit 4.1.
See Articles FOUR, FIVE and SEVEN of the Amended and Restated Certificate
of Incorporation of FM Precision Golf Corp. (see Exhibit 3.1 above).
Exhibit 4.2.
See Article I, Sections 2.1 and 2.2 of Article II and Section 7.3 of
Article VII of the Bylaws of Royal Precision, Inc. (f/k/a FM Precision Golf
Corp.) (see Exhibit 3.2 above).
(5) OPINION RE: LEGALITY
Exhibit 5.1.
Opinion of Kenneth J. Warren, Esq. as to the legality of the Common Stock
being registered.*
(8) OPINION RE: TAX MATTERS
Exhibit 8.1.
Opinion of Fabian & Clendenin as to tax matters.
II-2
<PAGE> 4
(10) MATERIAL CONTRACTS
Exhibit 10.1.1.
Asset Purchase Agreement dated May 31, 1996 between Brunswick Corporation
and FM Precision Golf Manufacturing Corp.
Exhibit 10.1.2.
Agreement and Plan of Merger dated May 14, 1997 among Royal Grip, Inc., FM
Precision Golf Corp. and FMPSUB, Inc. (see Exhibit 2.1 above).
Exhibit 10.1.3.
Registration Rights Agreement dated May 14, 1997 among Danny Edwards, Drew
M. Brown, DMB Property Ventures Limited Partnership, Mark N. Sklar, Bennett
Dorrance, Trustee of the Bennett Dorrance Trust, Christopher A. Johnston,
RPJ/JAJ Partners, Ltd., David E. Johnston, Kenneth J. Warren, Berenson Minella &
Company, L.P. and FM Precision Golf Corp. (see Exhibit 2.3 above).
Exhibit 10.1.4.
Stockholder Agreement dated May 14, 1997 among Danny Edwards, Drew M.
Brown, DMB Property Ventures Limited Partnership, Mark N. Sklar, Bennett
Dorrance, Trustee of the Bennett Dorrance Trust, Christopher A. Johnston,
RPJ/JAJ Partners, Ltd., David E. Johnston, Kenneth J. Warren, Berenson Minella &
Company, L.P. and FM Precision Golf Corp. (see Exhibit 2.4 above).
Exhibit 10.1.5.
Voting Agreement dated May 14, 1997 among Danny Edwards, Drew M. Brown,
Mark N. Sklar, Bennett Dorrance, Trustee of the Bennett Dorrance Trust, DMB
Property Ventures Limited Partnership and FM Precision Golf Corp. (see Exhibit
2.5 above).
Exhibit 10.1.6.
Letter agreement dated May 14, 1996 between EVEREN Securities, Inc. and
Royal Grip, Inc. (the "EVEREN Agreement").
Exhibit 10.1.7
Addendum dated June 25, 1996 to the EVEREN Agreement (the "EVEREN
Addendum")
Exhibit 10.1.8.
Letter Agreement dated April 29, 1997 between Royal Grip, Inc. and EVEREN
regarding delivery of fairness opinion and Addendum to EVEREN Agreement.
Exhibit 10.2.1.
Investment Fee Agreement dated May 28, 1996 among Merbanco Inc., Berenson,
Minella & Company, L.P. and FM Precision Golf Manufacturing Corp.
Exhibit 10.2.2.
Management Agreement dated May 28, 1996 between FM Precision Golf
Manufacturing Corp. and Merbanco, Inc.
II-3
<PAGE> 5
Exhibit 10.2.3.
Management Agreement dated May 28, 1996 between FM Precision Golf
Manufacturing Corp. and Berenson, Minella & Company, L.P.
Exhibit 10.2.4.
Management Stockholders Agreement dated May 29, 1996 among Ronald L.
Chalmers, Warren K. Braly, Jeremiah S. Gourd, Peter D. Dripchak, John Lynch,
William B. Faragher, Anthony J. Montgomery and FM Precision Golf Corp.
Exhibit 10.2.5.
FM Precision Golf Corp. 1997 Stock Option Plan dated March 13, 1997.
Exhibit 10.2.6.
Form of Option Agreement between FM Precision Golf Corp. and officers,
directors, employees and consultants of FM Precision Golf Corp who are not
parties to the Management Stockholders Agreement dated May 29, 1996.
Exhibit 10.2.7.
Form of Option Agreement between FM Precision Golf Corp. and officers,
directors, employees and consultants of FM Precision Golf Corp who are parties
to the Management Stockholders Agreement dated May 29, 1996.
Exhibit 10.2.8.
Consulting Agreement dated May 14, 1997 between FM Precision Golf Corp. and
Danny Edwards (see Exhibit 2.2 above).
Exhibit 10.2.9.
Severance agreement between Royal Grip, Inc. and Tom Schneider dated May 1,
1997.
Exhibit 10.2.10.
Severance agreement between Royal Grip, Inc. and Bob Burg dated May 1,
1997.
Exhibit 10.3.1.
Open-End Mortgage Deed, Security Agreement and Fixture Filing dated May 31,
1996 given by FM Precision Golf Manufacturing Corp. to Star Bank, National
Association.
Exhibit 10.3.2.
Financing Agreement dated May 31, 1996 between Star Bank, National
Association, FM Precision Golf Manufacturing Corp. and FM Precision Golf Sales
Corp.
Exhibit 10.3.3.
Guaranty dated May 31, 1996 made by FM Precision Golf Manufacturing Corp.
to Star Bank, National Association.
Exhibit 10.3.4.
Guaranty dated May 31, 1996 made by FM Precision Golf Sales Corp. to Star
Bank, National Association.
II-4
<PAGE> 6
Exhibit 10.3.5.
Guaranty dated May 31, 1996 made by FM Precision Golf Corp. to Star Bank,
National Association.
Exhibit 10.3.6.
Guaranty dated May 31, 1996 made by Christopher A. Johnston, Berenson
Minella & Company and Richard P. Johnston to Star Bank, National Association.
Exhibit 10.3.7.
Security Agreement dated May 31, 1996 between Star Bank, National
Association, FM Precision Golf Manufacturing Corp. and FM Precision Golf Sales
Corp.
Exhibit 10.3.8.
Security Agreement dated May 31, 1996 between Star Bank, National
Association, and FM Precision Golf Corp.
Exhibit 10.3.9.
Credit and Security Agreement dated February 10, 1997 between Royal Grip,
Inc., Roxxi, Inc. and Norwest Business Credit, Inc. (incorporated by reference
to Exhibit 10.19 to Royal Grip, Inc.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 1996 ("RG's 1996 Form 10-K"); Commission File No.
0-22230).
Exhibit 10.3.10.
First Amendment to Credit Agreement dated April 11, 1997 between Royal
Grip, Inc., Roxxi, Inc. and Norwest Business Credit, Inc. (incorporated by
reference to Exhibit 10.20 to RG's 1996 Form 10-K; Commission File No. 0-22230).
Exhibit 10.4.1.
Agreement between Royal Grip and Precision Japan Ltd. dated July 12, 1991
(incorporated by reference to Exhibit 10.7 to RG's 1996 Form 10-K; Commission
File No. 0-22230).
Exhibit 10.4.2.
Lease Agreement dated February 22, 1996 between HM Real Estate, L.L.C. and
Royal Grip for Royal Grip's Oklahoma City, Oklahoma facility (incorporated by
reference to Exhibit 10.12 to RG's 1996 Form 10-K; Commission File No. 0-22230).
Exhibit 10.4.3.
Manufacturing and Supply Agreement dated December 21, 1996 between Royal
Grip, Inc. and Acushnet Rubber Company, Inc. (incorporated by reference to
Exhibit 10.16 to RG's 1996 Form 10-K; Commission File No. 0-22230).
Exhibit 10.4.4.
Capital Lease Agreement between Royal Grip, Inc. and Acushnet Rubber
Company, Inc. (incorporated by reference to Exhibit 10.18 to RG's 1996 Form
10-K; Commission File No. 0-22230).
II-5
<PAGE> 7
Exhibit 10.4.5.
Amendment to Manufacturing and Supply Agreement dated April 4, 1997 between
Royal Grip, Inc. and Acushnet Rubber Company (incorporated by reference to
Exhibit 10.17 to RG's 1996 Form 10-K; Commission File No. 0-22230).
Exhibit 10.4.6.
Manufacturers' Representative Agreement dated March 1, 1979 between Union
Tubular Products Brunswick Corporation and M.A. Clark.
Exhibit 10.4.7.
Distributor Agreement effective August 20, 1990 between the Brunswick Golf
group of the Brunswick Division, Brunswick Corporation and Infiniti Golf.
(16) LETTER ON CHANGE IN CERTIFYING ACCOUNTANT
Exhibit 16.1.
Letter re change in certifying accountant (incorporated by reference to
Exhibit 16.1, to Royal Grip's Current Report on Form 8-K filed on October 22,
1995; Commission File No. 0-22230).
(21) SUBSIDIARIES OF THE REGISTRANT
Exhibit 21.1.
Subsidiaries of the Registrant.
(23) CONSENT OF EXPERTS AND COUNSEL
Exhibit 23.1.
Consent of Arthur Andersen LLP.
Exhibit 23.2.
Consent of Ernst & Young LLP.
Exhibit 23.3.
Consent of Kenneth J. Warren (included in Exhibit 5.1 above).
Exhibit 23.4.
Consent of Fabian & Clendenin (included in Exhibit 8.1 above).
Exhibit 23.5.
Consent of EVEREN Securities, Inc. (included in Annex II Part I).
Exhibit 23.6.
Consent of Danny Edwards.
Exhibit 23.7.
Consent of Robert G. J. Burg, II.
II-6
<PAGE> 8
Exhibit 23.8.
Consent of James G. DeMello.
Exhibit 23.9.
Consent of EVEREN Securities, Inc. as to summary.
(24) POWERS OF ATTORNEY
Exhibit 24.1.
Powers of attorney.
Exhibit 24.2.
Certified resolution of the Registrant's Board of Directors authorizing
officers and directors signing on behalf of the Registrant to sign pursuant to a
power of attorney.
(27) FINANCIAL DATA SCHEDULE (submitted electronically for SEC information
only).
(b) Not Applicable.
(c) See Annex II to the Proxy Statement/Prospectus in Part I of this
Registration Statement.
ITEM 22. UNDERTAKINGS.
(a)(A) The registrant will:
(1) File, during any period in which it offers or sells securities, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) Include any additional or changed material information on the plan of
distribution.
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be initial bona fide
offering.
(3) File a post-effective amendment to remove from registration any of the
securities that remain unsold at the end of the offering.
(E) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or paid by a
director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person
II-7
<PAGE> 9
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the registration statement through the date
of responding to the request.
(c) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-8
<PAGE> 10
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this amendment to registration statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the city of Jackson Hole, state
of Wyoming, on August 18, 1997.
FM PRECISION GOLF CORP.
By: /s/ CHRISTOPHER A. JOHNSTON
------------------------------------
Christopher A. Johnston
President
Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed by the following persons in the
capacities and on August 18, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------------------------------------------- ----------------------------------------------
<C> <S>
/s/ CHRISTOPHER A. JOHNSTON Director, President, Chief Executive Officer,
- --------------------------------------------- Treasurer (principal executive officer and
Christopher A. Johnston principal financial and accounting officer)
DAVID E. JOHNSTON * Director, Executive Vice President
- ---------------------------------------------
David E. Johnston
RICHARD P. JOHNSTON * Director, Chairman of the Board
- ---------------------------------------------
Richard P. Johnston
KENNETH J. WARREN * Director, Secretary
- ---------------------------------------------
Kenneth J. Warren
RONALD L. CHALMERS * Director
- ---------------------------------------------
Ronald L. Chalmers
RAYMOND J. MINELLA * Director
- ---------------------------------------------
Raymond J. Minella
*By: /s/ CHRISTOPHER A. JOHNSTON
----------------------------------------
Christopher A. Johnston,
Attorney-in-fact
</TABLE>
<PAGE> 11
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
ROYAL GRIP, INC.
------------------------
Amendment No. 3 to
FORM S-4
REGISTRATION STATEMENT
August 18, 1997
------------------------
EXHIBITS
------------------------
================================================================================
<PAGE> 12
EXHIBIT INDEX
Any exhibit filed herewith has a page reference; other exhibits were previously
filed or incorporated by reference.
Exhibit 2.1.
Agreement and Plan of Merger dated as of May 14, 1997 among Royal Grip,
Inc., FM Precision Golf Corp. and FMPSUB, Inc.
Exhibit 2.2.
Consulting Agreement dated as of May 14, 1997 between FM Precision Golf
Corp. and Danny Edwards.
Exhibit 2.3.
Registration Rights Agreement dated as of May 14, 1997 among Danny Edwards,
Drew M. Brown, DMB Property Ventures Limited Partnership, Mark N. Sklar, Bennett
Dorrance, Trustee of the Bennett Dorrance Trust, Christopher A. Johnston,
RPJ/JAJ Partners, Ltd., David E. Johnston, Kenneth J. Warren, Berenson Minella &
Company, L.P. and FM Precision Golf Corp.
Exhibit 2.4.
Stockholder Agreement dated as of May 14, 1997 among Danny Edwards, Drew M.
Brown, DMB Property Ventures Limited Partnership, Mark N. Sklar, Bennett
Dorrance, Trustee of the Bennett Dorrance Trust, Christopher A. Johnston,
RPJ/JAJ Partners, Ltd., David E. Johnston, Kenneth J. Warren, Berenson Minella &
Company, L.P. and FM Precision Golf Corp.
Exhibit 2.5.
Voting Agreement dated as of May 14, 1997 among Danny Edwards, Drew M.
Brown, Mark N. Sklar, Bennett Dorrance, Trustee of the Bennett Dorrance Trust,
DMB Property Ventures Limited Partnership and FM Precision Golf Corp.
Exhibit 3.1.
Amended and Restated Certificate of Incorporation of FM Precision Golf
Corp.
Exhibit 3.2.
Bylaws of Royal Precision, Inc. (f/k/a FM Precision Golf Corp.)
Exhibit 4.1.
See Articles FOUR, FIVE and SEVEN of the Amended and Restated Certificate
of Incorporation of FM Precision Golf Corp. (see Exhibit 3.1 above).
Exhibit 4.2.
See Article I, Sections 2.1 and 2.2 of Article II and Section 7.3 of
Article VII of the Bylaws of Royal Precision, Inc. (see Exhibit 3.2 above).
Exhibit 5.1.
Opinion of Kenneth J. Warren, Esq. as to the legality of the Common Stock
being registered.
Page 17 in the manually signed original.
<PAGE> 13
Exhibit 8.1.
Opinion of Fabian & Clendenin as to tax matters.
Exhibit 10.1.1.
Asset Purchase Agreement dated May 31, 1996 between Brunswick Corporation
and FM Precision Golf Manufacturing Corp.
Exhibit 10.1.2.
Agreement and Plan of Merger dated May 14, 1997 among Royal Grip, Inc., FM
Precision Golf Corp. and FMPSUB, Inc. (see Exhibit 2.1 above).
Exhibit 10.1.3.
Registration Rights Agreement dated May 14, 1997 among Danny Edwards, Drew
M. Brown, DMB Property Ventures Limited Partnership, Mark N. Sklar, Bennett
Dorrance, Trustee of the Bennett Dorrance Trust, Christopher A. Johnston,
RPJ/JAJ Partners, Ltd., David E. Johnston, Kenneth J. Warren, Berenson Minella &
Company, L.P. and FM Precision Golf Corp. (see Exhibit 2.3 above).
Exhibit 10.1.4.
Stockholder Agreement dated May 14, 1997 among Danny Edwards, Drew M.
Brown, DMB Property Ventures Limited Partnership, Mark N. Sklar, Bennett
Dorrance, Trustee of the Bennett Dorrance Trust, Christopher A. Johnston,
RPJ/JAJ Partners, Ltd., David E. Johnston, Kenneth J. Warren, Berenson Minella &
Company, L.P. and FM Precision Golf Corp. (see Exhibit 2.4 above).
Exhibit 10.1.5.
Voting Agreement dated May 14, 1997 among Danny Edwards, Drew M. Brown,
Mark N. Sklar, Bennett Dorrance, Trustee of the Bennett Dorrance Trust, DMB
Property Ventures Limited Partnership and FM Precision Golf Corp. (see Exhibit
2.5 above).
Exhibit 10.1.6.
Letter agreement dated May 14, 1996 between EVEREN Securities, Inc. and
Royal Grip, Inc. (the "EVEREN Agreement").
Exhibit 10.1.7
Addendum dated June 25, 1996 to the EVEREN Agreement (the "EVEREN
Addendum").
Exhibit 10.1.8.
Addendum dated April 29, 1997 to the EVEREN Agreement and the EVEREN
Addendum.
Exhibit 10.2.1.
Investment Fee Agreement dated May 28, 1996 among Merbanco Inc., Berenson,
Minella & Company, L.P. and FM Precision Golf Manufacturing Corp.
Exhibit 10.2.2.
Management Agreement dated May 28, 1996 between FM Precision Golf
Manufacturing Corp. and Merbanco, Inc.
<PAGE> 14
Exhibit 10.2.3.
Management Agreement dated May 28, 1996 between FM Precision Golf
Manufacturing Corp. and Berenson, Minella & Company, L.P.
Exhibit 10.2.4.
Management Stockholders Agreement dated May 29, 1996 among Ronald L.
Chalmers, Warren K. Braly, Jeremiah S. Gourd, Peter D. Dripchak, John Lynch,
William B. Faragher, Anthony J. Montgomery and FM Precision Golf Corp.
Exhibit 10.2.5.
FM Precision Golf Corp. 1997 Stock Option Plan dated March 13, 1997.
Exhibit 10.2.6.
Form of Option Agreement between FM Precision Golf Corp. and officers,
directors, employees and consultants of FM Precision Golf Corp who are not
parties to the Management Stockholders Agreement dated May 29, 1996.
Exhibit 10.2.7.
Form of Option Agreement between FM Precision Golf Corp. and officers,
directors, employees and consultants of FM Precision Golf Corp who are parties
to the Management Stockholders Agreement dated May 29, 1996.
Exhibit 10.2.8.
Consulting Agreement dated May 14, 1997 between FM Precision Golf Corp. and
Danny Edwards (see Exhibit 2.2 above).
Exhibit 10.2.9.
Severance Agreement between Royal Grip, Inc. and Tom Schneider dated May 1,
1997.
Exhibit 10.2.10.
Severance Agreement between Royal Grip, Inc. and Bob Burg dated May 1,
1997.
Exhibit 10.3.1.
Open-End Mortgage Deed, Security Agreement and Fixture Filing dated May 31,
1996 given by FM Precision Golf Manufacturing Corp. to Star Bank, National
Association.
Exhibit 10.3.2.
Financing Agreement dated May 31, 1996 between Star Bank, National
Association, FM Precision Golf Manufacturing Corp. and FM Precision Golf Sales
Corp.
Exhibit 10.3.3.
Guaranty dated May 31, 1996 made by FM Precision Golf Manufacturing Corp.
to Star Bank, National Association.
Exhibit 10.3.4.
Guaranty dated May 31, 1996 made by FM Precision Golf Sales Corp. to Star
Bank, National Association.
<PAGE> 15
Exhibit 10.3.5.
Guaranty dated May 31, 1996 made by FM Precision Golf Corp. to Star Bank,
National Association.
Exhibit 10.3.6.
Guaranty dated May 31, 1996 made by Christopher A. Johnston, Berenson
Minella & Company and Richard P. Johnston to Star Bank, National Association.
Exhibit 10.3.7.
Security Agreement dated May 31, 1996 between Star Bank, National
Association, FM Precision Golf Manufacturing Corp. and FM Precision Golf Sales
Corp.
Exhibit 10.3.8.
Security Agreement dated May 31, 1996 between Star Bank, National
Association, and FM Precision Golf Corp.
Exhibit 10.3.9.
Credit and Security Agreement dated February 10, 1997 between Royal Grip,
Inc., Roxxi, Inc. and Norwest Business Credit, Inc. (incorporated by reference).
Exhibit 10.3.10.
First Amendment to Credit Agreement dated April 11, 1997 between Royal
Grip, Inc., Roxxi, Inc. and Norwest Business Credit, Inc. (incorporated by
reference).
Exhibit 10.4.1.
Agreement between Royal Grip and Precision Japan Ltd. dated July 12, 1991
(incorporated by reference).
Exhibit 10.4.2.
Lease Agreement dated February 22, 1996 between HM Real Estate, L.L.C. and
Royal Grip for Royal Grip's Oklahoma City, Oklahoma facility (incorporated by
reference).
Exhibit 10.4.3.
Manufacturing and Supply Agreement dated December 21, 1996 between Royal
Grip, Inc. and Acushnet Rubber Company, Inc. (incorporated by reference).
Exhibit 10.4.4.
Capital Lease Agreement between Royal Grip, Inc. and Acushnet Rubber
Company, Inc. (incorporated by reference).
Exhibit 10.4.5.
Amendment to Manufacturing and Supply Agreement dated April 4, 1997 between
Royal Grip, Inc. and Acushnet Rubber Company (incorporated by reference).
Exhibit 10.4.6.
Manufacturers' Representative Agreement dated March 1, 1979 between Union
Tubular Products Brunswick Corporation and M.A. Clark.
Exhibit 10.4.7.
Distributor Agreement effective August 20, 1990 between the Brunswick Golf
group of the Brunswick Division, Brunswick Corporation and Infiniti Golf.
<PAGE> 16
Exhibit 16.1.
Letter re change in certifying accountant (incorporated by reference).
Exhibit 21.1.
Subsidiaries of the Registrant.
Exhibit 23.1.
Consent of Arthur Andersen LLP.
Exhibit 23.2.
Consent of Ernst & Young LLP.
Exhibit 23.3.
Consent of Kenneth J. Warren (included in Exhibit 5.1 above).
Exhibit 23.4.
Consent of Fabian & Clendenin (included in Exhibit 8.1 above).
Exhibit 23.5.
Consent of EVEREN Securities, Inc. (included in Annex II Part I).
Exhibit 23.6.
Consent of Danny Edwards.
Exhibit 23.7.
Consent of Robert G. J. Burg, II.
Exhibit 23.8.
Consent of James G. DeMello.
Exhibit 23.9.
Consent of EVEREN Securities, Inc. as to summary.
Exhibit 24.1.
Powers of attorney.
Exhibit 24.2.
Certified resolution of the Registrant's Board of Directors authorizing
officers and directors signing on behalf of the Registrant to sign pursuant to a
power of attorney.
Exhibit 27.
Financial Data Schedule (submitted electronically for SEC information
only).
<PAGE> 1
Exhibit 5.1
LAW OFFICES OF
KENNETH J. WARREN
2109 WEST FIFTH AVENUE, SUITE C o COLUMBUS, OHIO 43212
(614) 487-1966 o FAX (614) 487-1945
[email protected]
- --------------------------------------------------------------------------------
August 18, 1997
FM Precision Golf Corp.
P.O. Box 298
Torrington, Connecticut 06790
Gentlemen:
You have requested my opinion in connection with the issuance of up to
1,862,839 shares of Common Stock, $.001 par value (the "Common Stock"), of FM
Precision Golf Corp., a Delaware corporation (the "Company"), which securities
are registered on a Registration Statement on Form S-4 filed with the
Securities and Exchange Commission pursuant to the Securities Act of 1933 (the
"Registration Statement").
I have examined and relied upon the following documents and instruments
for the purpose of giving this opinion which, to my knowledge and in my
judgment, are all of the documents and instruments that are necessary for me to
examine for such purpose.
i. The Registration Statement and the prospectus filed therewith
(the "Prospectus") and all exhibits thereto; and
ii. The corporate minute books of the Company, including copies of
the Company's Amended and Restated Certificate of Incorporation and Amended and
Restated Bylaws.
In giving my opinion, I have assumed, without investigation, the
authenticity of any document or instrument submitted to me as an original, the
conformity to the authentic original of any document or instrument submitted to
me as a certified, conformed or photostatic copy, the genuineness of all
signatures on such originals or copies and the authority and capacity of each
signatory.
<PAGE> 2
LAW OFFICES OF
KENNETH J. WARREN
FM Precision Golf Corp.
August 18, 1997
Page 2
Based upon the foregoing, I am of the opinion that when the shares of
Common Stock issued in the Merger have been duly issued and delivered, they
will be validly issued, fully paid and nonassessable.
The opinion set forth above is subject to the following qualifications:
A. I am qualified to practice law in the State of Ohio, and
nothing contained herein shall be deemed to be an opinion as to any law other
than the General Corporation Law of the State of Delaware and the federal law
of the United States.
B. The opinion set forth herein is expressed as of the date
hereof, and I do not have any obligation to advise you of any changes, after
the date hereof, in the facts or the law upon which this opinion is based.
C. I consent to the reference to my name under the caption LEGAL
MATTERS in the Prospectus and to the use of my opinion as an exhibit to the
Registration Statement. In giving these consents, I do not admit that I come
within the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, or the rules and regulations of the Securities and
Exchange Commission thereunder.
Very truly yours,
/s/ Kenneth J. Warren
KJW:nil
