SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant |X|
Filed by a Party other than the Registrant |_|
Check the appropriate box:
|_| Preliminary Proxy Statement
|_| Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|X| Definitive Proxy Statement
|_| Definitive Additional Materials
|_| Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
TEARDROP GOLF COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
-------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
|X| No fee required.
|_| Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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|_| Fee paid previously with preliminary materials:
|_| Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
---------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
TearDrop Golf Company
1080 Lousons Road
Union, New Jersey 07083
-----------------------------------------------
Notice Of Annual Meeting Of Stockholders
To Be Held June 8, 1999
-----------------------------------------------
The 1999 Annual Meeting of the Stockholders of TearDrop Golf Company (the
"Company") will be held at the Company's offices at 8350 North Lehigh Avenue,
Morton Grove, Illinois 60053 on June 8, 1999 at 2:00 p.m., central time for the
following purposes:
(1) To elect five directors to hold office for a term of one year or
until their successors have been duly elected and qualified.
(2) To ratify the grant of options covering an aggregate of 1,250,000
shares of common stock of the Company, 1,000,000 of which are
exercisable only upon the achievement of certain targets, to Rudy A.
Slucker, Chairman, President and Chief Executive Officer of the
Company.
(3) To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1999.
(4) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 28, 1999 as the
record date for determining the stockholders entitled to notice of and to vote
at the meeting and any adjournment thereof.
Your attention is directed to the accompanying Proxy Statement for further
information regarding each proposal to be made.
All stockholders are asked to complete, sign and date the enclosed proxy and
return it promptly by mail in the enclosed self-addressed envelope, which does
not require postage if mailed in the United States.
By Order of the Board of Directors
JOSEPH A. CIONI
Secretary
April 30, 1999
Union, New Jersey
<PAGE>
TearDrop Golf Company
1080 Lousons Road
Union, New Jersey 07083
------------------------------------------------
Proxy Statement for Annual Meeting
------------------------------------------------
This Proxy Statement is furnished by the Board of Directors (the "Board of
Directors") of TearDrop Golf Company, a Delaware corporation (the "Company"), in
connection with the solicitation of proxies to be used at the Annual Meeting of
Stockholders (the "Meeting") to be held on June 8, 1999 at the Company's offices
at 8350 North Lehigh Avenue, Morton Grove, Illinois 60053 at 2:00 p.m., central
time, and at any adjournment thereof. This Proxy Statement and the accompanying
Annual Report, Notice and Proxy are being mailed to stockholders on or about May
7, 1999. The principal executive offices of the Company are located at the
address indicated above.
Only stockholders of record at the close of business on the record date,
April 28, 1999 (the "Record Date"), will be entitled to vote at the Meeting and
at all adjournments thereof.
On the Record Date, there were outstanding and entitled to vote 5,179,890
shares of the Company's common stock, $.01 par value per share (the "Common
Stock"). Each outstanding share of Common Stock is entitled to one vote on each
matter to be voted upon. A majority of the shares of Common Stock entitled to
vote at the Meeting will constitute a quorum for the transaction of business.
Holders of Common Stock have no cumulative voting rights.
Voting Of Proxies
If a proxy is properly signed by a stockholder and is not revoked, the
shares represented thereby will be voted at the Meeting in the manner specified
on the proxy, or if no manner is specified with respect to any matter therein,
such shares will be voted by the person designated therein (a) "FOR" the
election of each of Rudy A. Slucker, Fred K. Hochman, Leslie E. Goodman, Bruce
H. Nagel and Jeffrey Baker as directors of the Company, (b) "FOR" the
ratification of the grant of options covering an aggregate of 1,250,000 shares
of common stock of the Company, 1,000,000 of which are exercisable only upon the
achievement of certain targets, to Rudy A. Slucker, Chairman, President and
Chief Executive Officer of the Company, (c) "FOR" the ratification of the
appointment of Ernst & Young LLP as the Company's independent auditors for the
fiscal year ending December 31, 1999, and (d) in connection with the transaction
of such other business as may properly be brought before the Meeting, in
accordance with the judgment of the person or persons voting the proxy. If any
of the nominees for director is unable to serve or for good cause will not
serve, an event that is not anticipated by the Company, the shares represented
by the accompanying proxy will be voted for a substitute nominee designated by
the Board of Directors or the Board of Directors may determine to reduce the
size of the Board.
A proxy may be revoked by the stockholder at any time prior to the voting
thereof by giving notice of revocation in writing to the Secretary of the
Company, by duly executing and delivering to the Secretary of the Company a
proxy bearing a later date, or by voting in person at the Meeting.
Directors of the Company will be elected by a plurality of the vote of the
outstanding shares of Common Stock present, in person or by proxy, and entitled
to vote at the Meeting. The affirmative vote of the holders of at least a
majority of the outstanding shares of Common Stock present, in person or by
proxy, and entitled to vote at the Meeting is required for the ratification and
approval of, unless otherwise required by the Delaware General Corporation Law
or the Company's Certificate of Incorporation, any and all other matters which
may be put to a stockholder vote at the Meeting. Votes will NOT be considered
cast if the shares are not voted for any reason, including an abstention
indicated as such on a written proxy
<PAGE>
or ballot, directions are given in a written proxy to withhold votes, or if the
votes are withheld by a broker. Votes cast, either in person or by proxy, will
be tabulated by Continental Stock Transfer & Trust Company, the Company's
transfer agent.
Voting Securities and Principal Holders Thereof
The following table sets forth certain information with respect to the
beneficial ownership of the capital stock of the Company as of April 28, 1999
for (i) each person who is known by the Company to beneficially own more than 5%
of the Common Stock, (ii) each named executive officer listed in the Summary
Compensation table below, (iii) each of the Company's directors, and (iv) all
directors and executive officers as a group. The Company has been advised that
each stockholder listed below has sole voting and dispositive power with respect
to such shares unless otherwise noted in the footnotes following the table.
Name and Address Of Amount and Nature Of
Beneficial Owner (1) Beneficial Owner Percent Of Class
-------------------- ---------------- ----------------
Rudy A. Slucker 1,230,000(2) 23.7%
Joseph A. Cioni 9,000(3) *
John Zeravica 14,000(4) *
Fred K. Hochman 163,000(5) 3.1%
Leslie E. Goodman 10,000(5) *
Bruce H. Nagel 18,280(5) *
Jeffrey Baker 10,000(5) *
SAFECO Corporation
SAFECO Plaza
Seattle, Washington
98185 566,500(6) 10.9%
All directors and
executive officers as a
group (7 persons) 1,454,280(7) 28.1%
- ----------
* Less than 1%.
(1) Unless otherwise indicated, the address for each such person listed below
is c/o TearDrop Golf Company, 1080 Lousons Road, Union, New Jersey 07083.
(2) Includes (i) 500,000 shares subject to options exercisable to the extent
of 250,000 shares at $4.50 per share and 250,000 shares at $4.625 per
share and (ii) an aggregate of 75,000 shares of Common Stock owned by the
children and wife of Mr. Slucker with respect to which Mr. Slucker
disclaims beneficial ownership. Also includes 250,000 shares subject to
options granted on April 27, 1999 exercisable at $3.375 per share, the
closing price on such date, which, subject to stockholder approval at the
Meeting, will be exercisable immediately. Does not include 1,000,000
shares subject to options granted on April 27, 1999 exercisable at $3.375
per share, which, subject to stockholder approval at the Meeting, are
exercisable only upon the achievement of certain targets.
(3) Includes 5,000 shares underlying options exercisable at $2.50 per share.
Does not include options to purchase 22,000 shares of Common Stock that
are not exercisable within 60 days from the date hereof.
(4) Includes 14,000 shares underlying options exercisable at $4.75 per share.
Does not include options to purchase 25,000 shares of Common Stock that
are not exercisable within 60 days from the date hereof.
(5) Includes 10,000 shares underlying options exercisable at $4.75 per share.
Does not include options to purchase 5,000 shares of Common Stock that are
not exercisable within 60 days from the date hereof.
2
<PAGE>
(6) Represents 566,500 shares of Common Stock as to which each of SAFECO
Corporation and SAFECO Asset Management Company has reported it has shared
voting power and shared dispositive power and 314,000 shares of Common
Stock as to which SAFECO Common Stock Trust has reported it has shared
voting power and shared dispositive power. SAFECO Asset Management
Company, a subsidiary of SAFECO Corporation, and SAFECO Corporation
expressly declared that the filing of the statement on Schedule 13G shall
not be construed as an admission that they are, for the purposes of
Section 13(d) or 13(g) of the Securities and Exchange Act of 1934, as
amended, the beneficial owners of any securities covered by such
statement. Each of such companies filed the statement on Schedule 13G
because it is considered an indirect beneficial owner of such securities
based on its ownership or control of one or more investment companies
which directly own such shares.
(7) Includes 5,000 shares underlying options exercisable at $2.50 per share,
250,000 shares underlying options exercisable at $4.50 per share, 250,000
shares underlying options exercisable at $4.625 per share, 54,000 shares
underlying options exercisable at $4.75 per share, and 250,000 shares
subject to options exercisable at $3.375 per share granted on April 27,
1999, which, subject to stockholder approval at the Meeting, will be
exercisable within 60 days from the date hereof. Does not include options
to purchase 67,000 shares of Common Stock that are not exercisable within
60 days from the date hereof. Does not include 1,000,000 shares subject to
options exercisable at $3.375 per share granted on April 27, 1999, which,
subject to stockholder approval at the Meeting, are exercisable only upon
the achievement of certain targets.
PROPOSAL 1. ELECTION OF DIRECTORS
At this year's Annual Meeting of Stockholders, five directors will be
elected to hold office for a term expiring at the next Annual Meeting of
Stockholders. Each director will be elected to serve until a successor is
elected and qualified or until the director's earlier resignation or removal.
The affirmative vote of the holders of a plurality of the shares of Common
Stock voted in person or by proxy at the Meeting is required for the election of
each director. Unless otherwise directed, each proxy executed and returned by a
stockholder will be voted for the election of each of the following nominee
directors: Rudy A. Slucker, Fred K. Hochman, Leslie E. Goodman, Bruce H. Nagel
and Jeffrey Baker. If any of the nominee directors listed above becomes unable
to serve or for good cause will not serve, an event that is not anticipated by
the Company, (i) the shares represented by the proxies will be voted for a
substitute nominee or substitute nominees designated by the Board of Directors
or (ii) the Board of Directors may determine to reduce the size of the Board of
Directors. At this time, the Board of Directors knows of no reason why any of
the persons listed above may not be able to serve as directors if elected.
The Board of Directors recommends a vote "FOR" the election of each of the
nominee directors.
The name and age of each of the nominee directors, their respective
positions with the Company and the period during which each such individual has
served as a director are set forth below. Additional biographical information
concerning each of the nominee directors and executive officers of the Company
follows the table.
3
<PAGE>
Name Age Position with the Company Held Position Since
- ---- --- ------------------------- -------------------
Rudy A. Slucker 49 Chairman of the Board, 1996
President and Chief
Executive Officer
Fred K. Hochman 51 Director 1992
Leslie E. Goodman 55 Director 1996
Bruce H. Nagel 46 Director 1997
Jeffrey Baker 44 Director 1996
Certain Biographical Information Concerning Directors and Executive Officers
Rudy A. Slucker has served as Chairman of the Board, President and Chief
Executive Officer of the Company since September 1996. Mr. Slucker was the Chief
Executive Officer of the Atlas Group of Companies, Inc., which imported and
marketed hardware and consumer products, from 1978 until 1990, when it was sold.
Since 1990, Mr. Slucker has been a venture capital investor. He currently serves
on the board of directors and/or is a principal stockholder of the following
companies: Lilli Group, a knitwear manufacturer; Ambassador Eyewear Group, Inc.,
a manufacturer and distributor of designer brand eyeglass frames under the names
of Playskool, Coventry, Harve Benard and Kathy Ireland; and Babylon Enterprises
and Beacon Concessions, which, together, currently own and operate the Beacon
Theater in Manhattan.
Fred K. Hochman has been a director of the Company since its inception in
1992 and served as its President from inception through January 1995 and Chief
Executive Officer from inception through December 1995. In October 1996, Mr.
Hochman became senior vice president of Orix Credit Alliance Inc. From September
1992 through October 1996, Mr. Hochman served as President of the Machine Tool
Division of Financial Federal Credit, Inc., a wholly-owned subsidiary of
Financial Federal Corporation. Financial Federal Corporation is listed on the
American Stock Exchange. From November 1982 through August 1992, he was Chairman
of Machine Tool Finance Corporation, a company he co-founded.
Leslie E. Goodman has been a director of the Company since November 1996.
Since October 1997, Mr. Goodman has managed his personal investments. From
January 1997 through October 1997, Mr. Goodman served as Chairman of the Board
of CREOL, Inc., Commercial Real Estate On Line, an internet based information
service. From January 1996 through December 1996, Mr. Goodman served as North
Jersey Area President of First Union National Bank overseeing consumer and
commercial banking in northern New Jersey. Mr. Goodman also served as a senior
executive vice president of First Union Corporation. From January 1990 through
December 1995, Mr. Goodman served as a member of the Board of Directors and of
the Office of the Chairman of First Fidelity Bancorporation overseeing the
Community Business Bank, Corporate and Institutional Trust. Mr. Goodman served
as President of First Fidelity Bank, N.A., New Jersey from September 1990 to
January 1994. From 1988 to 1990, Mr. Goodman served as chairman and chief
executive officer of Fidelity Bank, Philadelphia, a subsidiary of First Fidelity
Bancorporation. Mr. Goodman currently is a member of the board of directors of
Wawa Inc., Admiralty Bancorp, Inc., Grand Court Lifestyles, Inc., the board of
governors of the Hackensack Medical Center and the board of trustees of Rutgers
University.
4
<PAGE>
Bruce H. Nagel, Esq. has been a director of the Company since January
1997. For more than the last five years, Mr. Nagel has been a partner with the
law firm of Nagel, Rice & Dreifuss in Livingston, New Jersey.
Jeffrey Baker has been a Director of the Company since September 1996. For
more than the last five years, Mr. Baker has served as Senior Vice President of
GoodTimes Entertainment, where he is responsible for licensing, marketing and
merchandising of video products. Mr. Baker's prior experience includes more than
twelve years of service in various marketing and sales positions including
marketing manager for Prodigy Services, director of national account sales for
RCA Video Disc, director of video sales for Pickwick International and regional
sales manager for Data Packaging Corp.
Joseph A. Cioni, age 59, became Vice President of Finance and Chief
Financial Officer of the Company in August 1997. From February 1993 to May 1996,
Mr. Cioni served as Vice President of Finance for Remington Products Company.
From September 1992 to February 1993, and again from May 1996 to August 1997,
Mr. Cioni managed his personal investments.
John Zeravica, age 43, became Vice President of Manufacturing and
Operations for the Company in September 1996. From 1988 through July 1996, Mr.
Zeravica served as Director of Operations for the U.S. division of Bridgestone
Sports, USA, Inc., an international manufacturer and distributor of sporting
goods. From 1981 to 1988, Mr. Zeravica served as Operating Manager of Mizuno,
USA, a sports product manufacturing and marketing company.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's executive officers and directors, and persons who beneficially own
more than ten percent of a registered class of the Company's equity securities
to file reports of ownership and changes in ownership with the Securities and
Exchange Commission and Nasdaq SmallCap Market. Based solely on a review of the
copies of reports furnished to the Company and written representations from the
Company's executive officers, directors and persons who beneficially own more
than ten percent of the Company's equity securities, the Company believes that,
during the preceding year, all filing requirements applicable to its officers,
directors and ten percent beneficial owners under Section 16(a) were satisfied,
except that one officer and one director each filed a Form 4 late.
Meetings of the Board and Committees
During fiscal year 1998, the Board of Directors held five meetings. Each
of the directors attended at least 75% of the aggregate of all meetings of the
Board of Directors and the total number of meetings held by all committees of
the Board of Directors of which each respective director was a member during the
time he was serving as such during the fiscal year ended December 31, 1998.
The Board of Directors has created a Compensation Committee and an Audit
Committee. The Board of Directors has not created a Nominating or similar
Committee. The Compensation Committee is comprised of Jeffrey Baker and Leslie
E. Goodman. The Audit Committee is comprised of Fred K. Hochman and Leslie E.
Goodman.
The Compensation Committee, which held four meetings during fiscal year
1998, has jurisdiction on behalf of the Company to approve, disapprove, modify
or amend all plans to compensate employees including bonuses. The Compensation
Committee determines the salaries of employees of the Company who are directors
and also determines the salaries of all other employees of the Company who are
officers or who occupy such other positions as may be designated by the
Compensation Committee.
5
<PAGE>
The Audit Committee, which held one meeting during fiscal year 1998,
periodically reviews the Company's auditing practices and procedures, makes
recommendations to management or to the Board of Directors as to any changes to
such practices and procedures deemed necessary from time to time to comply with
applicable auditing rules, regulations and practices, and recommends independent
auditors for the Company to be elected by the stockholders.
Compensation Of Directors And Executive Officers
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to the Company and its
subsidiaries for each of the fiscal years ended December 31, 1998, 1997 and 1996
of those persons who were, at December 31, 1998, (i) the Chief Executive Officer
and (ii) the other one most highly compensated executive officer of the Company
for the fiscal year ended December 31, 1998 (the "named executive officer").
Other than the Chief Executive Officer and the named executive officer, no other
executive officer of the Company earned more than $100,000 in salary and bonus
during the last fiscal year.
Annual Compensation Long-Term Compensation
------------------- ----------------------
Securities
Underlying
Name and Principal Salary Options
Position Year ($) Bonus ($) (#)
- ------------------ ---- ------ ----- ----------
Rudy A. Slucker 1998 250,000 -- 250,000(1)
Chairman of the 1997 175,000 50,000 250,000
Board, President 1996 40,000 -- 250,000
and Chief
Executive Officer
John Zeravica 1998 104,000 -- 12,000
Vice President of 1997 99,540 -- 27,000
Marketing and 1996 45,830 -- --
Operations
(1) Includes 250,000 shares subject to options exercisable at $3.375 per share
granted on April 27, 1999, which, subject to stockholder approval at the
Meeting, will be exercisable within 60 days from the date hereof. Does not
include 1,000,000 shares subject to options exercisable at $3.375 per
share granted on April 27, 1999, which, subject to stockholder approval at
the Meeting, are exercisable only upon the achievement of certain targets.
The closing price for the Common Stock on the Nasdaq SmallCap Market on
April 27, 1999 was $3.375.
Compensation Arrangements
The Company has entered into an employment agreement with Rudy A. Slucker
which expires on December 31, 1999. On April 27, 1999, Mr. Slucker agreed to
extend the term of the employment agreement for a period of three years from the
date of the Meeting, subject to stockholder ratification of the grant of stock
options to Mr. Slucker at the Meeting. Pursuant to the agreement, Mr. Slucker
serves as the Company's President and Chief Executive Officer and is paid an
annual salary of $250,000. The employment agreement also provides that Mr.
Slucker is entitled to receive a bonus equal to 10% of the Company's pre-tax net
income starting with the year ending December 31, 1997. Such bonus is payable to
the extent of 50% of such amount in cash and the remaining 50% in the form of
Common Stock of the Company valued at the lowest last sale price of the Common
Stock during the last quarter of the Company's fiscal year. In addition, if
there is a sale of the Company or substantially all of the assets of the Company
which involves consideration equal to or greater than $25,000,000, Mr. Slucker
is also entitled to
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<PAGE>
a cash payment equal to the greater of $250,000 and 10% of the excess
consideration over $25,000,000. Mr. Slucker is also entitled to receive bonuses
at the discretion of the Board of Directors and in accordance with certain
performance criteria. The agreement further provides that Mr. Slucker will not
engage in activities competitive with the Company for a period of two years
after the expiration of his employment agreement. In the event that the Company
terminates Mr. Slucker's employment without cause, such provision would not
apply.
During fiscal year ended December 31, 1998, Mr. Slucker did not receive a
cash bonus. On April 27, 1999, Mr. Slucker was granted, subject to stockholder
approval at the Meeting, stock options covering 1,250,000 shares of Common Stock
for $3.375 per share, 1,000,000 of which are exercisable only upon the
achievement of certain targets. These options were granted to Mr. Slucker in
connection with the extension of his employment agreement, in recognition of Mr.
Slucker's efforts in increasing sales and obtaining widespread name recognition
for the Company's products and as additional incentive to achieve success for
the Company and its stockholders.
The Company has also entered into an employment agreement with John
Zeravica. Pursuant to the agreement, Mr. Zeravica serves as Vice President of
Manufacturing and Operations for the Company and is paid an annual salary of
$100,000, subject to increase at the discretion of the Company. The agreement
with Mr. Zeravica may be terminated either by the Company or Mr. Zeravica upon
two weeks notice.
Compensation of Directors
The Company's compensation to directors is $1,500 per Board meeting
attended in person, $750 per committee meeting attended in person and $500 per
Board or committee meeting attended by means of conference call.
Option Grants in Last Fiscal Year
Shown below is information with respect to the options to purchase Common
Stock granted to the Chief Executive Officer and the named executive officer of
the Company.
Stock Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Percent of Total
Number of Options
Securities Granted to
Underlying Options Employees In
Name Granted (#) Fiscal Year (%) Exercise Price ($/Sh) Expiration Date
- ---- ------------------ ------------------ --------------------- ---------------
<S> <C> <C> <C> <C>
Rudy A. Slucker (1) -- -- -- --
John Zeravica 12,000 4.6 5.25 12/21/03
</TABLE>
(1) Does not include the grant on April 27, 1999 of options covering an
aggregate of 1,250,000 shares of common stock of the Company at a price of
$3.375 per share, 1,000,000 of which are exercisable only upon the
achievement of certain targets and all of which are subject to stockholder
approval at the Meeting. If such shares were included, Mr. Slucker and Mr.
Zeravica would have been granted 82.8% and 0.8%, respectively, of the
total number of options granted to all employees of the Company during the
fiscal year ended December 31, 1998.
7
<PAGE>
Option Exercises and Fiscal Year-End Values
Shown below is information with respect to the exercise of options to
purchase Common Stock by the Chief Executive Officer and the named executive
officer and unexercised options to purchase shares of Common Stock granted to
the Chief Executive Officer and such named executive officer.
Aggregated Option Exercises In Last Fiscal Year and Fiscal Year-End Option
Values
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Unexercised In-The-Money Options at
Shares Acquired On Value Options at December 31, 1998(1) December 31, 1998(1)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable
- ---- -------------------- ------------ ------------------------------- -------------------------
<S> <C> <C> <C> <C>
Rudy A. Slucker (2) -- -- 500,000/0 $218,750/$0
John Zeravica -- -- 14,000/25,000 $2,500/$1,250
</TABLE>
(1) On December 31, 1998, the Common Stock closed at a price of $5.00 per
share on the Nasdaq SmallCap Market.
(2) Does not include the grant on April 27, 1999 of options covering an
aggregate of 1,250,000 shares of common stock of the Company at a price of
$3.375 per share, 1,000,000 of which are exercisable only upon the
achievement of certain targets and all of which are subject to stockholder
approval at the Meeting. If such shares were included, with respect to Mr.
Slucker, the number of exercisable and unexercisable securities underlying
unexercised options at December 31, 1998 would have been 750,000 and
1,000,000, respectively, and the value of in-the-money options at December
31, 1998 would have been $625,000.
New Plan Benefits
As of April 27, 1999, the Compensation Committee of the Company approved
the grant to Rudy A. Slucker, the Company's Chairman, President and Chief
Executive Officer, of stock options to purchase 1,250,000 shares of Common Stock
of the Company at an exercise price equal to $3.375, which was equal to the fair
market value of the Common Stock on the date of grant. These options were not
granted under the Company's 1996 Employee Stock Option Plan, as amended.
Grant of Stock Options to Rudy A. Slucker
Name and Position Dollar Value ($) Number of Units
----------------- ---------------- ---------------
Rudy A. Slucker (1) 0(2) 1,250,000
Chairman, President and Chief
Executive Officer
(1) To the extent that the grant on April 27, 1999 of such options to Mr.
Slucker pursuant to a stock option agreement is deemed a "plan" under Item
402 of Regulation S-B, Mr. Slucker is the only person entitled to
participate in this plan.
(2) Calculated based on the difference between $3.25, the closing price of the
Common Stock on April 28, 1999, and the exercise price of $3.375, which
was the fair market value of the Common Stock underlying the options on
the date of grant.
Indemnification of Directors and Officers
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. The Company's By-laws
provide that the Company shall indemnify its directors and executive officers
and may indemnify its other officers, employees, agents and other agents to
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<PAGE>
the fullest extent permitted by law. The Company's By-laws also permit the
Company to secure insurance on behalf of any officer, director, employee or
other agent for any liability arising out of his or her actions in such
capacity, regardless of whether the By-laws would permit indemnification. At
present, there is no pending litigation or proceeding involving any director,
officer, employee or agent of the Company where the Company currently
anticipates indemnification will be required.
Stock Option Plans
On October 18, 1996, the Board of Directors and the stockholders of the
Company adopted the 1996 Employee Stock Option Plan ("Plan") and reserved
200,000 shares of Common Stock for issuance thereunder. The Plan provides for
the granting to employees (including employees who are also directors and
officers) of options intended to qualify as incentive stock options within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended
("Code"), and for the granting of nonstatutory stock options to directors,
employees, consultants and independent contractors to the Company. The Plan is
currently administered by the Compensation Committee of the Board of Directors
of the Company, although, to date, the entire Board of Directors has approved
the grant of all options. At the 1998 Annual Meeting of Stockholders, the
stockholders of the Company ratified an amendment to the Plan to increase the
number of shares of Common Stock reserved for issuance under the Plan to 450,000
shares. As of April 28, 1999, options covering an aggregate of 553,300 shares of
Common Stock had been granted under the Plan, 103,300 of which are subject to
the approval by the stockholders of the Company, prior to December 14, 1999, of
an amendment to the Plan increasing the number of shares reserved thereunder.
The exercise price per share of incentive stock options granted under the
Plan must be at least equal to the fair market value of the Common Stock on the
date of grant. In addition, in accordance with the Underwriting Agreement among
the Company and the underwriters of the Company's initial public offering, the
Company has agreed not to grant any options under the Plan with an exercise
price per share less than the initial public offering price of the Common Stock.
With respect to any participant who owns shares representing more than 10% of
the voting power of all classes of the Company's outstanding capital stock, the
exercise price of any incentive stock option must be equal to at least 110% of
the fair market value on the grant date, and the maximum term of the option must
not exceed five years. The terms of all other options granted under the Plan may
not exceed ten years. In the event of any merger, consolidation, reorganization,
recapitalization, stock dividend, stock split or other change in the corporate
structure or capitalization affecting the Common Stock, there shall be an
appropriate adjustment made by the Board of Directors in the number and kind of
shares that may be granted in the aggregate and to grantees under the Plan, the
number and kind of shares subject to each outstanding option and the option
prices.
Certain Relationships And Related Transactions
On November 10, 1997, the Company, pursuant to an asset purchase agreement
(the "Tommy Armour Asset Purchase Agreement"), through its then newly formed,
wholly-owned subsidiary, currently named Tommy Armour Golf Company ("Tommy
Armour"), acquired substantially all of the assets (the "Tommy Armour
Acquisition") of Tommy Armour Golf Company, a Delaware corporation (currently
named T.A. Liquidation Corp.), Tommy Armour Golf (Scotland) Ltd. and the golf
operations of USI Canada Inc., an Ontario corporation (collectively, the
"Sellers"). The Company acquired the assets for a purchase price consisting of
(i) $10.0 million in cash, (ii) 100,000 shares of Series A Cumulative
Convertible Preferred Stock (the "Series A Preferred Stock") having a redemption
value of $10.0 million and (iii) 1,000,000 shares of the Company's common stock,
par value $.01 per share, subject to certain post-closing adjustments. On March
31, 1998, the Company and the Sellers entered into an agreement pursuant to
which the Company and the Sellers agreed upon certain adjustments to the
purchase price in settlement of certain disagreements relating to post-closing
adjustments. Under the agreement, the Tommy Armour Cash Payment was increased to
$11.6 million and the number of shares of Common Stock was reduced to 175,000.
On June 24, 1998, 70,000 shares of the Series A Preferred Stock were converted
by
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the holder thereof into 933,333 shares of Common Stock. Simultaneously, with
such conversion, the Company redeemed the remaining 30,000 outstanding shares of
Series A Preferred Stock for $3.0 million.
The Company also entered into a Registration Agreement with T.A.
Liquidation Corp. pursuant to which the Company agreed to file a registration
statement on Form S-3 with the Securities and Exchange Commission registering
the sale of the Common Stock issued in the Tommy Armour Acquisition, the Series
A Preferred Stock and the shares of the Company's Common Stock into which the
Series A Preferred Stock are convertible and to use its best efforts to have the
Registration Statement declared effective as soon as possible after the date of
the agreement. Such registration statement was declared effectively by the
Securities and Exchange Commission on July 1, 1998. The Company has been
informed that T.A. Liquidation Corp. sold all shares of Common Stock held by it
in April 1999.
On December 29, 1997 (the "Closing Date"), the Company, through its then
newly formed, wholly-owned subsidiary then known as TearDrop Ram Golf Company
(now known as Ram Golf Corporation) ("RGC"), acquired substantially all of the
assets of Ram Golf Corporation, a Delaware corporation (currently named JRH Golf
Corporation) ("JRH") including the stock of Ram Golf UK, Ltd., a UK corporation
(the "Ram Acquisition"). The Company acquired the assets for a purchase price
consisting of (i) $2,668,009 in cash, (ii) 83,007 shares of the Company's Common
Stock, to be held in escrow for disposition by the escrow agent in accordance
with a certain Inventory Escrow Agreement dated as of December 29, 1997 and
subject to an audit of JRH to be conducted within 60 days of the Closing Date,
(iii) 100,000 shares of Common Stock to the escrow agent to be disposed in
accordance with a Delivery Escrow Agreement dated as of December 29, 1997 and
subject to the satisfaction of certain product delivery obligations for April
1998, (iv) 4,350 shares of Common Stock and (v) a Warrant to purchase 50,000
shares of Common Stock (the "Ram Warrant").
The Ram Warrant entitles JRH to purchase from the Company 50,000 shares of
Common Stock at a price of $6.625 per share at any time or from time to time
during the period from December 29, 1997 to December 29, 2002. In settlement of
certain litigation between the Company and JRH on March 2, 1999, the Company
agreed to reduce the exercise price of the Ram Warrant from $6.625 per share to
$5.50 per share.
The Company also entered into a Registration Agreement with JRH pursuant
to which the Company agreed to file a registration statement on Form S-3 with
the Securities and Exchange Commission registering the sale of the Common Stock
issued in the Ram Acquisition and use its best efforts to have the registration
statement declared effective no later than June 30, 1998. Such registration
statement was declared effective by the Securities and Exchange Commission on
July 1, 1998. The Company has been informed that JRH sold certain of the shares
of Common Stock held by it during April 1999.
In March 1998, the Company repaid a loan to Mr. Slucker in the amount of
$400,000, which bore interest at 8%. On March 10, 1999, Rudy A. Slucker, the
Company's Chairman, President and Chief Executive Officer, loaned the Company
$500,000, bearing interest at 8% and due upon demand once the Company has
reached certain reduced levels of indebtedness under the Company's Credit
Facility with First Union National Bank.
All ongoing and any future transactions with affiliates of the Company, if
any, will be on terms believed by the Company to be no less favorable than are
available from unaffiliated third parties and will be approved by a majority of
disinterested directors.
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PROPOSAL 2. RATIFICATION OF STOCK OPTION GRANTS TO RUDY A. SLUCKER, THE
COMPANY'S CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
Terms of the Stock Option Grants
As of April 27, 1999, the Compensation Committee of the Company approved
the grant to Rudy A. Slucker, the Company's Chairman, President and Chief
Executive Officer, of stock options to purchase 1,250,000 shares of Common Stock
of the Company at an exercise price equal to $3.375, which was equal to the fair
market value of the Common Stock on the date of grant. These options were not
granted under the Company's 1996 Employee Stock Option Plan, as amended.
Stockholder approval of the grant of options to Mr. Slucker is required under
the Nasdaq Stock Market, Inc. Marketplace Rules.
The options shall vest as follows:
(i) 250,000 shares of Common Stock on the date of grant.
(ii) an additional 250,000 shares at such point that the Common Stock of
the Company exceeds $10.00 per share for 20 consecutive trading days or if the
earnings per share equals $1.00 for any fiscal year;
(iii) an additional 250,000 shares at such point that the Common Stock of
the Company exceeds $13.00 per share for 20 consecutive trading days or if the
earnings per share equals $1.25 for any fiscal year;
(iv) an additional 250,000 shares at such point that the Common Stock of
the Company exceeds $16.00 per share for 20 consecutive trading days or if the
earnings per share equals $1.50 for any fiscal year; and
(v) an additional 250,000 shares at such point that the Common Stock of
the Company exceeds $20.00 per share for 20 consecutive trading days or if the
earnings per share equals $1.75 for any fiscal year.
The earnings and market price levels set forth above were determined by
the Compensation Committee and should not be construed in any way to imply or
predict any future earnings by the Company or any increase in the market price
of its securities.
All of the options granted to Mr. Slucker will vest immediately in the
event there is a sale of the Company or similar transaction at a price greater
than or equal to $10 per share. Options which have not vested at the time Mr.
Slucker's employment is terminated (other than by reason of death, disability or
termination without cause) will be canceled. The options will, to the extent not
previously terminated or exercised, expire and become void on April 27, 2009.
The Compensation Committee is composed of two "outside directors" as
defined under Section 162(m) of the Internal Revenue Code of 1986, as amended
(the "Code"), consisting of Jeffrey Baker and Leslie E. Goodman. During 1998 and
early 1999, the Compensation Committee met four times by telephone to discuss
the compensation, including the grant of stock options, to be paid to Mr.
Slucker. In addition, the Compensation Committee received a report from an
outside consulting firm that specializes in the analysis of executive
compensation analyzing various aspects of the compensation paid to Mr. Slucker
as it compares to the compensation of other executives in the sports equipment
industry.
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The employment agreement between the Company and Mr. Slucker expires in
December 1999. On April 27, 1999, Mr. Slucker agreed to extend the term of the
employment agreement for a period of three years from the date of the Meeting,
subject to stockholder ratification of the grant of stock options to Mr. Slucker
at the Meeting.
The Compensation Committee believes that the granting of options is
critical to retaining the long-term services of Mr. Slucker as Chairman,
President and Chief Executive Officer, which is crucial to the future success of
the Company. Mr. Slucker did not receive a bonus in 1998 for his services with
the Company. The Compensation Committee believes that the grant of stock options
to Mr. Slucker is an effective way to retain the future services of Mr. Slucker
and, in light of his relatively moderate salary and receipt of no bonus for
1998, is an important component of the overall compensation package provided to
him.
In determining the size of Mr. Slucker's stock option grant, the
Compensation Committee considered Mr. Slucker's responsibilities, experience and
value to the Company and the expected future contribution of Mr. Slucker to the
Company's performance. In addition, the Compensation Committee, with the help of
the report of its outside consultants, examined the low outright equity position
held by Mr. Slucker relative to equity positions of other chief executives in
the industry in their own company stock. The options that were previously
granted to Mr. Slucker (and that are not subject to stockholder ratification at
the Meeting), are exercisable at a price that is currently above the market
price of the Common Stock at April 28, 1999.
The stock options covering an aggregate of 1,250,000 shares of Common
Stock were granted to Mr. Slucker at $3.375 per share, the fair market value of
the Common Stock of the Company on the date of the grant. Thus, the value of a
stockholder's investment in the Company must appreciate before Mr. Slucker
receives any financial benefit from the options. Most significantly, 1,000,000
of the options vest only if the Company meets certain earnings or stock price
targets that are significantly greater than the current levels of Company
earnings and stock price. The Compensation Committee believes that the grant of
stock options in this manner provides an incentive for Mr. Slucker to maximize
stockholder value by directly linking a substantial portion of Mr. Slucker's
compensation to the achievement of significantly higher earnings and share price
for the Company. Thus, the grant of these options to Mr. Slucker provides him
with a strong economic interest in working towards the future success of the
Company and maximizing stock price appreciation for the Company and its
stockholders.
There are, however, certain potential adverse effects to the Company that
could result from the grant of these options to Mr. Slucker. First, because all
of Mr. Slucker's options would vest in the event of a sale of the Company for
consideration greater than or equal to $10 per share, Mr. Slucker might have an
incentive to negotiate for a sale of the Company, even if it might not be in the
Company's best long-term interests, thus creating a conflict of interest for Mr.
Slucker. Second, in the event that the Company attains any of the earnings
thresholds or the Common Stock meets certain market prices, the vesting of any
or all of the additional 1,000,000 options would be deemed additional
compensation expense of the Company. Accordingly, the Company may, during the
periods that any such options vest, recognize a charge to earnings, which could
reduce or eliminate earnings, if any, at such times. Although the amount of
compensation expense recognized by the Company in such a situation would not
affect the Company's total stockholders' equity, it could result in a reduction
of the market price of the Common Stock of the Company. Third, once vested, the
exercise by Mr. Slucker of the options could cause significant dilution to
existing stockholders.
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After consideration of the positive and possible adverse consequences of
granting the options to Mr. Slucker, through numerous internal discussions and
after reviewing internally and externally generated information on executive
compensation, the Compensation Committee determined that it is in the Company's
best interests, both in the near and long-term future, to grant the stock
options to Mr. Slucker.
Federal Income Tax Consequences
The following is intended only as a brief summary of the federal income
tax rules relevant to the grant of the options to Mr. Slucker. These rules are
highly technical and subject to change in the future.
Tax Consequences to the Company. Recent changes in tax law limit the
amount that a corporation can deduct for compensation to any "covered employee."
Section 162(m) of the Code generally disallows the deduction of compensation
income in excess of $1.0 million in any taxable year beginning on or after
January 1, 1994. If Mr. Slucker were still a "covered employee," meaning either
the Chief Executive Officer or one of the other four most highly compensated
employees of the Company whose compensation is required to be disclosed under
the Securities Exchange Act of 1934, as amended, and he were to exercise his
options or otherwise accrue more than $1.0 million in compensation in any given
taxable year (irrespective of when such compensation was earned, e.g., when such
options were granted), the Company would not be allowed to deduct that portion
of Mr. Slucker's otherwise deductible compensation that exceeded $1.0 million.
Section 162(m) does not apply, however, to compensation that meets the following
four criteria: (i) the compensation is based solely on the attainment of
performance goals; (ii) the performance goals are determined by a Compensation
Committee of the Board of Directors comprised of two or more outside directors;
(iii) the material terms of the compensation are disclosed to stockholders and
approved by a majority vote of stockholders; and (iv) certification by the
Compensation Committee that the performance goals have been met. Stock options
are automatically treated as based on the attainment of performance goals and
are not subject to certification by the Compensation Committee if the exercise
price of the options is not less than the fair market value of the underlying
stock at the time the options were granted. Thus, since the options were granted
by the Compensation Committee of the Board of Directors of the Company comprised
solely of outside directors, upon stockholder approval of this proposal, Mr.
Slucker will be able to exercise his options once vested, and the Company will
be able to deduct the compensation income attributable to Mr. Slucker upon such
an exercise.
Tax Consequences to Mr. Slucker. The options granted to Mr. Slucker by the
Compensation Committee are classified as non-qualified options ("NQOs") under
the Code. Under the Code, an optionee does not recognize any taxable income, and
the Company is not entitled to a deduction, upon the grant of an NQO. Upon the
exercise of an NQO, Mr. Slucker will recognize ordinary compensation income
(subject to wage and employment tax withholding) equal to the excess of the fair
market value of the shares acquired over the option exercise price. The amount
of such excess is generally determined by reference to the fair market value of
the Company's Common Stock on the date of exercise. However, because Mr. Slucker
is subject to six month short-swing profit liability under Section 16(b) of the
Securities Exchange Act of 1934, as amended (typically, officers, directors and
major stockholders of a corporation), such excess will be determined by using
the fair market value on the later of the date of exercise or the date six
months after the date of grant unless Mr. Slucker elects to be taxed based on
the fair market value of the Company's Common Stock on the date of exercise by
filing an appropriate election pursuant to Section 83(b) of the Code with the
Internal Revenue Service within 30 days after the exercise date. Mr. Slucker's
basis in the stock received is equal to such stock's fair market value on the
date of exercise (or on the date six months after the date of grant). The
Company is entitled to a deduction equal to the compensation taxable to Mr.
Slucker.
If Mr. Slucker sells shares acquired pursuant to the exercise of the
options, he will recognize capital gain or loss equal to the difference between
the selling price of the shares and his basis in the shares. Such capital gain
or loss is long- or short-term depending on whether he has held the shares for
more than
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one year. If Mr. Slucker does not make the election described above, any such
capital gain will be long term only if the stock has been held for more than one
year after the later of the exercise date or the date six months after the date
of grant. The Company is not entitled to any deduction with respect to any
capital gain recognized by Mr. Slucker.
Capital losses on the sale of such shares may be used to offset capital
gains. The net long-term capital gain of an individual taxpayer is subject to a
maximum tax rate of 28%. If capital losses exceed capital gains, then up to
$3,000 of the excess losses may be deducted from ordinary income. Remaining
capital losses may be carried forward to future tax years.
The Board of Directors recommends a vote "FOR" the ratification of the grant of
stock options to purchase 1,250,000 shares of Common Stock to Rudy A. Slucker,
the Company's Chairman, President and Chief Executive Officer.
PROPOSAL 3. RATIFICATION AND APPROVAL OF THE APPOINTMENT
OF INDEPENDENT AUDITORS
The Company, subject to stockholder ratification, has selected Ernst &
Young LLP to serve as its independent auditors for the fiscal year ending
December 31, 1999. If the stockholders do not ratify the appointment of Ernst &
Young LLP, the Company may reconsider its selection. A representative of Ernst &
Young LLP is expected to be present at the Meeting to respond to appropriate
questions and will be given the opportunity to make a statement if he or she
desires to do so.
Rothstein, Kass & Company, P.C. ("Rothstein Kass") were the predecessor
principal accountants for the Company. The Company dismissed Rothstein Kass as
auditors of the Company effective as of February 27, 1998 (the "Effective Date
of Dismissal"). Rothstein Kass' report on the Company's financial statements as
of December 31, 1995 was initially qualified as to uncertainty regarding the
Company's ability to continue as a going concern. In reissuing such report in
connection with the December 31, 1996 audit, the qualification was removed and
the report contained no adverse opinion or disclaimer of opinion, nor was it
qualified or modified as to uncertainty, audit scope or accounting principles.
The decision to change accountants was ratified by the Audit Committee of the
Company's Board of Directors. During the two most recent fiscal years prior to
the Effective Date of Dismissal and all subsequent interim periods preceding the
date hereof, there were no disagreements between the Company and Rothstein Kass
on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Rothstein Kass, would have caused Rothstein Kass to make
reference to the subject matter of disagreement in connection with Rothstein
Kass' reports.
Effective February 27, 1998 (the "Effective Date of Engagement"), the
Company engaged Ernst & Young LLP ("E&Y") as its principal accountants. E&Y's
report on the Company's financial statements as of December 31, 1998 has been
qualified as to uncertainty regarding the Company's ability to continue as a
going concern. During the two most recent fiscal years prior to the Effective
Date of Engagement and all subsequent interim periods preceding the date hereof,
the Company has not consulted E&Y regarding any matters or events as set forth
in Item 304(a)(2) of Regulation S-B.
The affirmative vote of the holders of a majority of the shares of Common
Stock of the Company present, in person or by proxy, and entitled to vote at the
Meeting is required for the ratification and approval of the appointment of
auditors.
The Board of Directors recommends a vote "FOR" ratification and approval of the
appointment of Ernst & Young LLP as independent auditors.
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Stockholder Proposals For Next Annual Meeting
Any stockholder proposals intended to be presented at the Company's next
annual meeting of stockholders must be received by the Company at its offices at
1080 Lousons Road, Union, New Jersey 07083, on or before December 31, 1999, for
consideration for inclusion in the proxy material for such annual meeting of
stockholders.
Expenses Of Solicitation
The cost of the solicitation of proxies will be borne by the Company. In
addition to the use of the mails, proxies may be solicited by regular employees
of the Company, either personally or by telephone or telegraph. The Company does
not expect to pay any compensation for the solicitation of proxies, but may
reimburse brokers and other persons holding shares in their names or in the
names of nominees for expenses in sending proxy material to beneficial owners
and obtaining proxies of such owners.
Other Matters
The Board of Directors does not intend to bring any matters before the
Meeting other than as stated in this Proxy Statement, and is not aware that any
other matters will be presented for action at the Meeting. If any other matters
come before the Meeting, the persons named in the enclosed form of proxy will
vote the proxy with respect thereto in accordance with their best judgment,
pursuant to the discretionary authority granted by the proxy. Whether or not you
plan to attend the Meeting in person, please complete, sign, date and return the
enclosed proxy card promptly.
By Order of the Board of Directors
Joseph A. Cioni
Secretary
Dated: April 30, 1999
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TEARDROP GOLF COMPANY
The undersigned hereby appoints Rudy A. Slucker, with full power of
substitution, as proxy for the undersigned, to attend the annual meeting of
stockholders of TearDrop Golf Company (the "Company"), to be held at the
Company's offices at 8350 North Lehigh Avenue, Morton Grove, Illinois 60053 on
June 8, 1999, at 2:00 p.m., central time, or any adjournment thereof, and to
vote the number of shares of common stock of the Company that the undersigned
would be entitled to vote, and with all the power the undersigned would possess,
if personally present, as follows:
1. |_| For or |_| Withhold Authority to vote for the following nominees for
election as directors:
Rudy A. Slucker
Fred K. Hochman
Leslie E. Goodman
Bruce H. Nagel
Jeffrey Baker
(Instruction: To withhold authority to vote for an individual nominee, write the
nominees' name on the line provided below.)
- ----------
2. Approval of the grant of options covering an aggregate of 1,250,000 shares
of common stock of the Company, 1,000,000 of which are exercisable only
upon the achievement of certain targets, to Rudy A. Slucker, Chairman,
President and Chief Executive Officer of the Company.
FOR |_| AGAINST |_| ABSTAIN |_|
3. Approval of the appointment of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1999.
FOR |_| AGAINST |_| ABSTAIN |_|
4. In their discretion, on such other business as may properly come before
the meeting or any adjournment thereof.
FOR |_| AGAINST |_| ABSTAIN |_|
(Continued on reverse side)
<PAGE>
(Continued from previous page)
The Proxy will vote as specified herein or, if a choice is not specified,
he will vote "For" the nominees listed in Item 1 and "For" the proposals set
forth in Items 2, 3 and 4.
This Proxy is solicited by the Board of Directors of the Company.
Receipt of the Notice of Annual
Meeting of Stockholders, Proxy
Statement dated April 30, 1999
and Annual Report to
Stockholders is hereby
acknowledged:
Date: ______________________, 1999
___________________________________
___________________________________
___________________________________
(Signature)
(Please sign exactly as your name
appears hereon, indicating, where
proper, official position or
representative capacity).
