<PAGE> 1
As filed with the Securities and Exchange Commission on September 15, 1997
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Royal Precision, Inc.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
- --------------------------------------------------------------------------------
(State or Other Jurisdiction of Incorporation or Organization)
06-1453896
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(I.R.S. Employer Identification No.)
3490 Clubhouse Drive, Jackson Hole, Wyoming 83001
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(Address of Principal Executive Offices) (Zip Code)
FM Precision Golf Corp. 1997 Stock Option Plan; Royal Grip, Inc. 1993 Stock
Option Plan, Non-Employee Directors Stock Option Plan and Non-Employee
Director Option Plan and Options issued pursuant to individual contracts
with employees and consultants of Royal Grip, Inc.
- --------------------------------------------------------------------------------
(Full Title of the Plan)
with a copy to:
Kenneth J. Warren, Esq
2109 W. Fifth Avenue, Suite C, Robert S. Schwartz
Columbus, Ohio 43212 c/o Benesch, Friedlander, Coplan & Aronoff
88 East Broad Street, Suite 900
Columbus, Oh 43215-3506
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(Name and Address of Agent For Service)
614-487-1966
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Telephone Number, Including Area Code, of Agent For Service.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================================
Proposed Proposed
maximum maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share* offering price* registration fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value 610,896 $0.24 - $24.50 $3,739,918 $1,133.31
============================================================================================================
</TABLE>
* The proposed maximum offering price per share is the range of prices at which
options may be exercised. Pursuant to paragraph (h) of Rule 457, the proposed
maximum aggregate offering price is the aggregate exercise prices of the
options.
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents below are incorporated by reference in this registration
statement; and all documents subsequently filed by Royal Precision, Inc., a
Delaware corporation (the "Registrant") pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all securities
offered hereunder have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents.
(a) Prospectus dated August 18, 1997 (Registration Statement No.
333-28841), filed by Registrant pursuant to Rule 424(b) of the
Securities Act of 1933.
(b) Reserved
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (Commission File No.
000-22889), including any amendment or report filed for the purpose
of updating such description.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the Common Stock of the Registrant issuable under the
Plans and the individual contracts with employees and consultants of Royal Grip,
Inc. will be passed upon for the Registrant by Kenneth J. Warren, Esq.,
Columbus, Ohio. Mr. Warren is the beneficial owner of 349,354 shares of
Registrant's Common Stock, and is a director and Secretary of Registrant. Mr.
Warren participated in the organization of the Registrant and has received legal
fees from the Registrant. The disclosures under the headings "CERTAIN FMP
TRANSACTIONS" and "FMP EXECUTIVE COMPENSATION" in the Prospectus dated August
18, 1997 (Registration Statement No. 333-28841), filed by Registrant pursuant to
Rule 424(b) of the Securities Act of 1933 are incorporated herein by reference.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 145 of the General Corporation Law of the State of Delaware
("Section 145") provides that directors and officers of Delaware corporations
are entitled, under certain circumstances, to 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 proceeeding, 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 a 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.
-2-
<PAGE> 3
Article VI of the Registrant's By-laws has provisions requiring the
Registrant to indemnify its officers, directors, employees and agents which are
in substantially the same language as Section 145.
Article Eight of the Registrant's Certificate of Incorporation further
provides that no director will be personally liable to the Registrant or its
stockholders for monetary damages for breach of any fiduciary duty except for
acts or omissions not in good faith or involving intentional misconduct or a
knowing violation of law, pursuant to Section 174 of the Delaware General
Corporation Law (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.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement:
(4) Instruments Defining the Rights of Security Holders.
4.1 See Articles FOUR, FIVE and SEVEN of the Amended and Restated
Certificate of Incorporation of the Registrant (incorporated by reference to
Annex IV to the Prospectus dated August 18, 1997 (Registration Statement No.
333-28841), filed by Registrant pursuant to Rule 424(b) of the Securities Act of
1933).
4.2 See Article I, Sections 2.1 and 2.2 of Article II and Section 7.3
of Article VII of the By-Laws of Registrant (incorporated by reference to
Exhibit 3.2 of the Registrant's Registration Statement on Form S-4 (Registration
Statement No. 333-28841)).
(5) Opinion re Legality.
5.1 Opinion of Kenneth J. Warren, Esq. as to the validity of the Common
Stock being registered hereunder.
(23) Consents of Experts and Counsel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Kenneth J. Warren, Esq. is set forth as part of Exhibit
5.1 above.
(24) Powers of Attorney.
24.1 Powers of Attorney.
24.2 Certified copy of resolution of Registrant's Board of Directors
authorizing officers and directors signing on behalf of the
Registrant to sign pursuant to a power of attorney.
-3-
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth 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% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this
section do not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, and the information required to be included in
a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 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
Act and will be governed by the final adjudication of such issue.
-4-
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Jackson Hole, State of Wyoming, this 9th day of
September, 1997.
ROYAL PRECISION, INC.
(Registrant)
By: /s/ Christopher A. Johnston
-----------------------------
Christopher A. Johnston
President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on September 9, 1997.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Christopher A. Johnston Director, President, Chief Executive Officer,
- --------------------------------- Treasurer (principal executive officer and principal
Christopher A. Johnston financial and accounting officer)
/s/ David E. Johnston* Director, Executive Vice President
- ---------------------------------
David E. Johnston
/s/ Richard P. Johnston* Director, Chairman of the Board
- ---------------------------------
Richard P. Johnston
/s/ Kenneth J. Warren* Director, Secretary
- ---------------------------------
Kenneth J. Warren
/s/ Ronald L. Chalmers* Director, Executive Vice President
- ---------------------------------
Ronald L. Chalmers
/s/ Raymond J. Minella Director
- ---------------------------------
Raymond J. Minella
Director, Vice Chairman of the Board
- ---------------------------------
Danny Edwards
/s/ Robert G. J. Burg, II* Director, Executive Vice President
- ---------------------------------
Robert G. J. Burg, II
/s/ James G. DeMello* Director
- ---------------------------------
James G. DeMello
</TABLE>
*Christopher A. Johnston, by signing his name hereto, does sign this document on
behalf of the person indicated above pursuant to a Power of Attorney duly
executed by such person.
By: /s/ Christopher A. Johnston
---------------------------------
Christopher A. Johnston, Attorney-in-fact
-5-
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
PAGE IN
SEQUENTIALLY
EXHIBIT NUMBERED
NUMBER DESCRIPTION COPY
<S> <C> <C>
4.1. Amended and Restated Certificate of Incorporation of the Registrant. *
4.2. Amended and Restated By-Laws of the Registrant. *
5.1. Opinion of Kenneth J. Warren, Esq., as to the validity of the Common Stock being 7
registered hereunder.
23.1. Consent of Arthur Andersen LLP. 9
23.2. Consent of Kenneth J. Warren, Esq., is set forth as part of Exhibit 5.1 above.
24.1. Powers of Attorney. 10
24.2. Certified copy of resolution of Registrant's Board of Directors authorizing 18
officers and directors signing on behalf of the Registrant to sign pursuant to a
power of attorney.
</TABLE>
* Incorporated by reference
-6-
<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
- -------------------------------------------------------------------------------
September 10, 1997
Royal Precision, Inc.
3490 Clubhouse Drive
Jackson Hole, Wyoming 83001
Gentlemen:
You have requested my opinion in connection with the issuance of up to
610,896 shares of Common Stock, $.001 par value (the "Common Stock") of Royal
Precision, Inc., a Delaware corporation (the "Company"), under the FM Precision
Golf Corp. 1997 Stock Option Plan; Royal Grip, Inc. 1993 Stock Option Plan,
Non-Employee Directors Stock Option Plan and Non-Employee Director Stock Plan
and individual contracts with employees and consultants of Royal Grip, Inc.
(collectively, the "Plans").
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 corporate minute books of the Company, including copies
of the Company's Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws.
ii. The Plans; and
iii. A Certificate of an officer of the Company as to certain
factual matters (the "Officer's Certificate").
Whenever I have asserted knowledge in giving my opinion on any matter
which involves a question of fact, my knowledge is the result of the examination
of the data contained in the corporate minute books of the Company, information
contained in the Officer's Certificate and such other matters regarding the
Company as have come to my attention from time to time.
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
Royal Precision ,Inc.
September 10, 1997
Page Two
Based upon the foregoing, I am of the opinion that when the shares of
Common Stock issuable under the Plans 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. No opinion is expressed herein as to the application of any
state securities or Blue Sky laws.
B. 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.
C. 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.
D. I consent to the reference to my name under the caption
"Interests of Named Experts and Counsel" in the Registration Statement on Form
S-8 filed with the Securities and Exchange Commission to register the shares
issuable under the Plans 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
------------------------------
Kenneth J. Warren
Enclosure
DS:nil
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated June 25, 1997
included in the Company's previously filed Registration Statement File No.
333-28841.
Arthur Andersen LLP
Hartford, Connecticut
September 12, 1997
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
The undersigned who is a director or officer of FM Precision Golf Corp., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Christopher A. Johnston and David E.
Johnston to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Delaware that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 8th day of
September, 1997.
/s/ James G. DeMello
-----------------------------
James G. DeMello
<PAGE> 2
POWER OF ATTORNEY
The undersigned who is a director or officer of FM Precision Golf Corp., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Christopher A. Johnston and David E.
Johnston to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Delaware that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 9th day of
September, 1997.
/s/ Ronald L. Chalmers
-----------------------------
Ronald L. Chalmers
<PAGE> 3
POWER OF ATTORNEY
The undersigned who is a director or officer of FM Precision Golf Corp., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Christopher A. Johnston and David E.
Johnston to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Delaware that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 9th day of
September, 1997.
/s/ Richard P. Johnston
-----------------------------
Richard P. Johnston
<PAGE> 4
POWER OF ATTORNEY
The undersigned who is a director or officer of FM Precision Golf Corp., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Christopher A. Johnston and David E.
Johnston to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Delaware that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 9th day of
September, 1997.
/s/ Christopher A. Johnston
-----------------------------
Christopher A. Johnston
<PAGE> 5
POWER OF ATTORNEY
The undersigned who is a director or officer of FM Precision Golf Corp., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Christopher A. Johnston and David E.
Johnston to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Delaware that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 9th day of
September, 1997.
/s/ Kenneth J. Warren
-----------------------------
Kenneth J. Warren
<PAGE> 6
POWER OF ATTORNEY
The undersigned who is a director or officer of FM Precision Golf Corp., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Christopher A. Johnston and David E.
Johnston to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Delaware that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 9th day of
September, 1997.
/s/ Robert G. J. Burg, II
-----------------------------
Robert G. J. Burg, II
<PAGE> 7
POWER OF ATTORNEY
The undersigned who is a director or officer of FM Precision Golf Corp., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Christopher A. Johnston and David E.
Johnston to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Delaware that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 9th day of
September, 1997.
/s/ David E. Johnston
-----------------------------
David E. Johnston
<PAGE> 8
POWER OF ATTORNEY
The undersigned who is a director or officer of FM Precision Golf Corp., a
Delaware corporation (the "Company");
Does hereby constitute and appoint Christopher A. Johnston and David E.
Johnston to be his agents and attorneys-in-fact;
Each with the power to act fully hereunder without the other and with full
power of substitution to act in the name and on behalf of the undersigned;
To sign and file with the Securities and Exchange Commission a Registration
Statement on Form S-8 or other appropriate form and any amendments thereto
relating to the sale of the Company's securities; and
To execute and deliver any instruments, certificates or other documents which
they shall deem necessary or proper in connection with the filing of such
Registration Statement or amendments thereto, and generally to act for and
in the name of the undersigned with respect to such filings as fully as
could the undersigned if then personally present and acting.
Each agent named above is hereby empowered to determine in his discretion the
times when, the purposes for, and the names in which, any power conferred
upon him herein shall be exercised and the terms and conditions of any
instrument, certificate or document which may be executed by him pursuant
to this instrument.
This Power of Attorney shall not be affected by the disability of the
undersigned or the lapse of time.
The validity, terms and enforcement of this Power of Attorney shall be
governed by those laws of the State of Delaware that apply to instruments
negotiated, executed, delivered and performed solely within the State of
Delaware.
This Power of Attorney may be executed in any number of counterparts, each of
which shall have the same effect as if it were the original instrument and
all of which shall constitute one and the same instrument.
IN WITNESS WHEREOF, I have executed this Power of Attorney this 10th day of
September, 1997.
/s/ Raymond J. Minella
-----------------------------
Raymond J. Minella
<PAGE> 1
EXHIBIT 24.2
CERTIFICATE
I, KENNETH J. WARREN, hereby certify that I am the duly elected
Secretary of Royal Precision, Inc., a Delaware corporation (the "Corporation"),
and do further certify that the following resolutions were duly adopted by the
Board of Directors of the Corporation at a meeting duly called and held on
August 12, 1997, and that such resolutions have not been amended or rescinded,
and are in full force and effect:
RESOLVED, that each officer or director who may be required to execute
the Registration Statement (whether on behalf of the Company or as an officer or
director thereof or by attesting the seal of the Company or otherwise) be, and
each of them hereby is, authorized to execute a Power of Attorney appointing
Christopher A. Johnston and David E. Johnston, as his true and lawful attorney
and agent to execute in his name, place and stead ( in any capacity) the
Registration Statement and all amendments thereto, and all other documents and
instruments necessary or in connection therewith, to attest the seal of the
Company thereof, and to file the same with the SEC, which attorneys and agents
shall have the full power and authority to do and perform in the name of and on
behalf of each of said officers and directors, or both, as the case may be,
every act whatsoever necessary or advisable to be done in the premises as fully
and to all intents and purposes as such officer or director might or could do in
person;
Dated this 10th day of September, 1997.
/s/ Kenneth J. Warren
-------------------------------
Kenneth J. Warren
