<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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
[X] Definitive Proxy Statement RULE 14A-6(E)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
S2 Golf Inc.
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
S2 Golf Inc.
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(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):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] 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.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
S2 GOLF INC.
18 Gloria Lane
Fairfield, New Jersey 07004
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 4, 1996
To our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of S2
Golf Inc. (the "Company") which will be held at Suite 16 South, Three Gateway
Center, Pittsburgh, Pennsylvania 15222, on June 4, 1996, at 10:00 a.m.,
E.D.T., for the following purposes:
Proposal 1. To elect directors.
Proposal 2. To transact such other business as may properly come before
the annual meeting or any adjournment or postponements thereof.
Only shareholders of record as of the close of business on April 23, 1996,
will be entitled to notice of, and to vote at, the annual meeting and at any
adjournments or postponements thereof.
It is important that your shares be represented at the annual meeting
regardless of the size of your holdings. Whether or not you intend to be
present at the meeting in person, we urge you to please mark, date and sign
the enclosed proxy and return it in the envelope provided for that purpose,
which does not require postage if mailed in the United States.
By Order of the Board of Directors
Richard M. Maurer, Secretary
Fairfield, New Jersey
May 3, 1996
YOU ARE URGED TO MARK, DATE, SIGN, AND PROMPTLY RETURN THE ENCLOSED PROXY
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON. THE PROXY IS
REVOCABLE AT ANY TIME PRIOR TO ITS USE.
<PAGE>
S2 GOLF INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JUNE 4, 1996
This proxy statement (this "Proxy Statement") is furnished in connection
with the solicitation by the Board of Directors of S2 Golf Inc. (the
"Company") of proxies for use at the Annual Meeting of Shareholders of the
Company to be held at Suite 16 South, Three Gateway Center, Pittsburgh,
Pennsylvania 15222, on June 4, 1996, at 10:00 a.m., E.D.T., and at any
postponement or adjournment thereof. Proxies properly executed and returned in
a timely manner will be voted at the annual meeting in accordance with the
directions specified therein. If no direction is indicated, they will be voted
for the election of the nominees named herein as directors and, on other
matters presented for a vote, in accordance with the judgment of the persons
acting under the proxies. Any shareholder giving a proxy has the power to
revoke it any time before it is voted by giving written notice to the
Secretary of the Company, by delivering a later-dated proxy or by attending
the annual meeting and voting in person.
The Company's executive offices are located at 18 Gloria Lane, Fairfield,
New Jersey 07004 (telephone 201/227-7783). Proxy materials are being mailed to
shareholders beginning on or about May 3, 1996.
SHARES OUTSTANDING, VOTING RIGHTS AND VOTE REQUIRED
Only shareholders of record at the close of business on April 23, 1996 are
entitled to vote at the annual meeting. The only voting stock of the Company
outstanding is its common stock, $.01 par value per share (the "Common
Stock"), of which 2,208,310 shares were outstanding as of the close of
business on April 23, 1996. Each share of Common Stock issued and outstanding
is entitled to one vote on all matters properly submitted at the annual
meeting. Cumulative voting is not permitted under the Company's Certificate of
Incorporation.
The presence, in person or by proxy, of the holders of a majority of the
total issued and outstanding shares of Common Stock entitled to vote at the
annual meeting is necessary to constitute a quorum for the transaction of
business at the annual meeting. Votes cast in person or by proxy at the annual
meeting will be tabulated by the election inspector appointed for the meeting
who will also determine whether a quorum is present. A proxy submitted by a
shareholder may indicate that all or a portion of the shares represented by
such proxy are not being voted by such shareholder with respect to a
particular matter. This could occur, for example, when a broker is not
permitted to vote shares held in street name on certain matters in the absence
of instructions from the beneficial owner of the shares. The shares subject to
any such proxy which are not being voted with respect to a particular matter
will be considered shares not present and entitled to vote on such matter,
although such shares may be considered present and entitled to vote for other
purposes and will count for purposes of determining the presence of a quorum.
Shares voted to abstain as to a particular matter, and directions to "withhold
authority" to vote for directors, will be considered as voted shares and will
count for the purposes of determining the presence of a quorum. Directors will
be elected by a plurality of the votes of the shares present or represented by
proxy at the meeting and entitled to vote on the election of directors. If a
quorum is present, non-votes and abstentions will have no effect on the voting
for the election of directors.
As of the record date, Wesmar Partners Limited Partnership ("Wesmar
Partners") was the beneficial owner of 1,399,096 shares of Common Stock
representing approximately 64% of the outstanding shares. Wesmar Partners has
advised the Company of its intention to vote such shares in favor of the below
listed nominees for directors which would assure shareholder approval of
proposal 1.
<PAGE>
ELECTION OF DIRECTORS
The Company's Bylaws provide that the Board of Directors shall consist of
not less than one nor more than nine directors as determined from time to time
by action of the shareholders or the Board of Directors. Each director elected
holds office until the Annual Meeting of Shareholders following his or her
election and until his or her successor is duly elected and qualified. The
Board of Directors currently consists of five directors. At the annual
meeting, shareholders present in person or represented by proxy may vote the
number of shares they are entitled to vote for five directors.
The persons named below have been designated by the Board of Directors as
nominees for election as directors, for terms expiring at the 1997 Annual
Meeting of Shareholders. All nominees currently serve as directors of the
Company. Ages are given as of March 31, 1996.
Douglas A. Buffington, age 40, joined the Company in January 1994 as Vice
President of Sales and Marketing, became Chief Financial Officer and Chief
Operating Officer in June 1994, President in December 1994, a director in
February 1995 and Treasurer in January 1996. From 1992 until joining the
Company, Mr. Buffington served as General Manager of Simon-Duplex, a $25
million capital goods division of Simon Engineering, a company based in the
United Kingdom. From 1990 to 1992, he served as Vice President of Finance of
Simon-Ltd., a $35 million division of Simon Engineering.
Richard M. Maurer, age 47, has been a director of the Company since May
1988. Effective in January 1996, Mr. Maurer became Secretary of the Company.
He has been Co-Managing Partner of Wesmar Partners, the majority shareholder
of the Company, since 1985. Prior to the formation of Wesmar Partners, Mr.
Maurer was associated with The Hillman Company, a private investment firm,
from 1978 to 1985. Mr. Maurer is a certified public accountant and was
associated with Price Waterhouse prior to joining The Hillman Company.
Robert L. Ross, age 51, has been a director of the Company since May 1988
and Chairman of the Board since January 1996. Also, effective in January 1996,
Mr. Ross became Chief Executive Officer of the Company. He has been Co-
Managing Partner of Wesmar Partners, the majority shareholder of the Company,
since 1985. Prior to the formation of Wesmar Partners, Mr. Ross was associated
with The Hillman Company, a private investment firm, from 1978 to 1985. Mr.
Ross is a certified public accountant and was associated with Haskins & Sells
and with Westinghouse Electric Corporation prior to joining The Hillman
Company.
Mary Ann Jorgenson, age 55, has been a director of the Company since March
1992. She has been a partner with the law firm of Squire, Sanders & Dempsey
since 1984 and has been associated since 1975 with that firm. She also serves
as a director of Cedar Fair Management Company, the general partner of Cedar
Fair, L.P., an owner and operator of amusement parks, and is a director and
Secretary of Essef Corporation, a manufacturer of plastic pressure vessels for
the water treatment and systems industry, spa and pool equipment, and
containers for hazardous waste transportation.
Frederick B. Ziesenheim, age 69, has been a director of the Company since
May 1992. Mr. Ziesenheim has been with the law firm of Webb, Ziesenheim,
Bruening, Logsdon, Orkin & Hanson, P.C. (formerly Webb, Burden, Ziesenheim &
Webb, P.C.) since 1988 and is currently Vice President and a member of the
management committee of the firm. Prior to combining his practice with that
firm, he was President of and a senior member of the law firm of Buell,
Ziesenheim, Beck and Alstadt, P.C., with whom he had been associated since
1958.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
ELECTION OF THE ABOVE NAMED NOMINEES
The Board of Directors intends to vote the proxies solicited by it (other
than proxies in which the vote is withheld as to one or more nominees) for the
five candidates standing for election as directors nominated by the Board of
Directors. If any nominee is unable to serve, the shares represented by all
valid proxies will be voted
2
<PAGE>
for the election of such substitute as the Board of Directors may recommend.
At this time, the Board of Directors knows of no reason why any nominee might
be unavailable to serve.
MEETINGS AND COMMITTEES OF THE BOARD
During 1995, the Board took action by unanimous written consent one time and
held four Board meetings. The Board of Directors has no standing audit,
nominating or compensation committees.
Pursuant to the terms of the 1992 Stock Plan for Independent Directors of S2
Golf, each independent, non-employee director of the Company (currently Mary
Ann Jorgenson and Frederick B. Ziesenheim) receives automatic grants of Common
Stock for each meeting of the Board of Directors or committee thereof attended
by such person. The number of shares of Common Stock awarded is the number of
shares having an aggregate fair market value, on the date of the meeting
attended, equal to $1,000. The fair market value of the Common Stock on each
relevant date is the closing price of the Common Stock on the NASDAQ (or such
other public market or exchange on which such shares may then be traded) on
that date or, if no shares are traded on that date, the closing price on the
first date preceding that date on which such shares were traded. Though not
employees of the Company, Messrs. Maurer and Ross do not participate in such
plan. The Company has entered into a consulting agreement with MR &
Associates, an affiliate of Messrs. Maurer and Ross. See "Transactions and
Other Events."
EXECUTIVE OFFICERS
The persons named below are the executive officers of the Company who are
not also directors of the Company. Ages are given as of March 31, 1996.
Christopher B. Cooper, age 37, was appointed Senior Vice President of
Product Development of the Company in January 1994. He served as Secretary of
the Company from February 1982 to January 1996 and as Chief Operating Officer
of the Company from July 1991 to January 1994. From 1982 to July 1991 he
served as Vice President of the Company in charge of production and sales.
Randy A. Hamill, age 40, has been Senior Vice President of Manufacturing and
Resources with the Company since July 1991 and is in charge of all
manufacturing and purchasing. Effective in January 1996, Mr. Hamill became
Assistant Secretary of the Company. He was formerly Vice President of
Manufacturing of the Company from 1981 to July 1991.
Michael A. Ross, age 37, joined the Company in January 1996 as Vice
President of Sales. Prior to joining the Company, Mr. Ross was, since 1994,
U.S. National Sales Manager of Pro-Gear, a $6 million golf equipment company.
From 1990 to 1994, Mr. Ross was founder, President and Chief Operating Officer
of Sport-Leisure International, a $29 million distributor of sporting goods
located in Massachusetts. From 1982 to 1990, Mr. Ross held other sales and
sales management positions in the golf industry. Michael A. Ross is not
related to Robert L. Ross.
COMPENSATION OF MANAGEMENT
The following table sets forth certain information with respect to annual
and long- term compensation for services in all capacities paid by the Company
for the years ended December 31, 1995 and 1994, to or on behalf of Douglas A.
Buffington, who became President of the Company in December 1994. No executive
officer of the Company earned $100,000 or more in 1995.
3
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
-------------------------------
ANNUAL COMPENSATION AWARDS AWARDS
-------------------------- -------------------------------
OTHER ANNUAL SECURITIES ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION UNDERLYING OPTIONS COMPENSATION
- --------------------------- ---------------- --------- ------------ ------------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Douglas A. Buffington, 1995 $89,885 -- $16,878(1) 27,500 $975(2)
President 1994 76,154 $10,000(3) 15,961(1) -- --
</TABLE>
- --------
(1) Represents an approximation of travel/commuting expenses reimbursed by the
Company.
(2) The Company paid a $975 annual premium on a $750,000 life insurance policy
on the life of Mr. Buffington, which policy names Mr. Buffington's wife as
sole beneficiary.
(3) Bonus was earned in 1994, but paid in 1995.
Set forth below is information with respect to grants of stock options
during the fiscal year ended December 31, 1995, to Douglas A. Buffington.
OPINION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
- -------------------------------------------------------------------- ---------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE
OPTIONS EMPLOYEES IN OR BASE EXPIRATION
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ---- ---------- ------------ -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
Douglas A. Buffington... 27,500 100% $2.00 1/5/05 $10,725 $28,050
</TABLE>
The following table sets forth certain information pertaining to stock
options held by Douglas A. Buffington as of December 31, 1995, on which date
the $2.00 exercise price per share for such options exceeded the per share
market value of Common Stock.
FISCAL YEAR-END OPTION HOLDINGS
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT FISCAL YEAR-END
--------------------------
NAME EXERCISABLE UNEXERCISABLE
- ---- ------------ -------------
<S> <C> <C>
Douglas A. Buffington............................... 10,000 17,500
</TABLE>
EMPLOYMENT AGREEMENTS
In January 1995, the Company entered into an employment agreement with
Douglas A. Buffington with a term ending December 31, 1997. Mr. Buffington's
annual base salary under the agreement is $90,000. The agreement also entitles
Mr. Buffington to receive from the Company health and disability benefits,
reimbursement of certain expenses and a $750,000 life insurance policy with
Mr. Buffington's spouse as beneficiary. If the agreement is terminated, the
agreement provides that Mr. Buffington is only entitled to receive the unpaid
balance of his salary prorated and accrued to the date of termination.
4
<PAGE>
Under the employment agreement, Mr. Buffington was granted an option to
acquire 27,500 shares of the Company's Common Stock at $2.00 per share, which
exercise price is equal to the average of the NASDAQ bid and asked closing
price per share on the date of the grant. The option was exercisable
immediately with respect to 5,000 shares, became exercisable with respect to
5,000 on January 1, 1996 and, provided Mr. Buffington remains employed by the
Company, will become exercisable with respect to 7,500 shares and 10,000
shares on January 1, 1997 and December 31, 1997, respectively. Upon the
occurrence of a change in control of the Company, the option will vest with
respect to all 27,500 shares. The exercise price per share with respect to
shares which were previously unvested (the "Accelerated Exercise Price") would
be either (i) one cent or (ii) the lowest exercise price greater than one cent
per share which would not cause the value to Mr. Buffington of shares acquired
upon exercise to be considered to be an "excess parachute payment" under
section 280G of the Internal Revenue Code of 1986, as amended. The exercise
price for previously vested shares would be the lower of (a) the Accelerated
Exercise Price or (b) $2.00.
TRANSACTIONS AND OTHER EVENTS
In January 1995, the Company entered into a consulting agreement with George
H. Nichols, a director of the Company until October, 1995, under which Mr.
Nichols agreed to provide consulting services to the Company in connection
with sales, marketing and development of the Company's products. This
agreement was terminated in October 1995. In 1995, Mr. Nichols received
reimbursement for certain expenses and $54,000 in consulting fees at the rate
of $6,000 per month from January through September. Under the agreement, Mr.
Nichols was granted an option to acquire 37,500 shares of the Company's Common
Stock at $1.875 per share, which exercise price is equal to the price per
share paid for NASDAQ's last Common Stock sale transaction on the date of the
grant. Such option is currently exercisable in full.
During 1995 and 1994, the Company engaged the services of William Nichols, a
son of George H. Nichols, as an independent sales representative. The Company
paid William Nichols $9,462 in 1995 and $6,934 in 1994. William Nichols
received a commission of five percent and ten percent on all retail sales and
pro shop sales, respectively, by his accounts in Texas and Oklahoma while a
sales representative for the Company.
In 1991, the Company entered into a consulting agreement with MR &
Associates. MR & Associates provides the Company with business counseling for
$5,000 per month. The agreement can be extended and has been renewed on a one-
year basis until December 31, 1996. Messrs. Maurer and Ross, directors of the
Company, are officers, directors, and principal shareholders of Maurer Ross &
Co., Incorporated, the general partner of MR & Associates. MR & Associates is
the managing general partner of Wesmar Partners, a beneficial owner of
approximately 64 percent of the Common Stock. Messrs. Maurer and Ross did not
participate in the Board vote authorizing such consulting agreement or the
extensions thereof. In 1995, the Company paid MR & Associates $70,000 of which
$20,000 was due in respect of 1994. At December 31, 1995, $10,000 was due to
MR & Associates. In 1994, the Company paid MR & Associates $45,000 in
connection with such consulting agreement of which $5,000 was due in respect
of 1993.
The Company paid Wesmar Partners $19,075 and $48,291 in 1995 and 1994,
respectively, for property, liability and workers compensation insurance
coverage provided by Wesmar Partners to the Company through Liberty Mutual
Insurance Company.
During the fiscal years ended December 31, 1995 and 1994, the Company
retained the law firm of Webb, Ziesenheim, Bruening, Logsdon, Orkin & Hanson,
P.C. of which Frederick B. Ziesenheim, a director of the Company, is a Vice
President and a member of the Management Committee, to represent the Company
on various intellectual property matters.
On May 3, 1991, L. R. Jeffrey resigned as an officer and director of the
Company. In connection with such resignation, the Company and Mr. Jeffrey
entered into a Separation Agreement (the "Separation Agreement"). Mr. Jeffrey
agreed that for a period of five years which began on July 1, 1992, he will
not engage in the United States in any activity similar to the Company's
business of designing, manufacturing, marketing and selling golf
5
<PAGE>
clubs and equipment. In return for the covenant not to compete, the Company is
obligated to pay Mr. Jeffrey or his estate $6,000 per month for a period of
ten years which began on April 1, 1992. In each of 1995 and 1994, the Company
paid Mr. Jeffrey $72,000 under this agreement. In connection with the
Separation Agreement, the Company granted Mr. Jeffrey a stock option for
250,000 shares of Common Stock at a purchase price of $4.48 per share, which
was the average of the closing bid and asked prices of Common Stock on the
last trading date immediately preceding the effective date of the grant.
Subject to certain limitations, the option was exercisable immediately and
will remain exercisable by Mr. Jeffrey, or upon his death, by his legal
representative or beneficiary, until April 16, 2006. If and to the extent that
any amount is realized in excess of the exercise price upon the sale of any
Common Stock obtained upon exercise of all or any part of the option, then 65
percent of such excess amount, subject to certain limitations, is to be paid
to the Company in immediately available funds concurrently with the
realization event.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of Common Stock as of March 18, 1996 by (i) each person who
beneficially owned five percent or more of the outstanding Common Stock, (ii)
each director and nominee for director, and (iii) all directors and executive
officers of the Company as a group, calculated in accordance with Rule 13d-3
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"):
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT
OF COMMON STOCK OF COMMON
NAME BENEFICIALLY OWNED(1) STOCK(1)
- ---- --------------------- ---------
<S> <C> <C>
Richard M. Maurer (2)
Three Gateway Center
Pittsburgh, PA 15222.......................... 1,401,096 63.4%
Robert L. Ross (3)
Three Gateway Center
Pittsburgh, PA 15222.......................... 1,401,096 63.4%
Mary Ann Jorgenson
4900 Society Center
127 Public Square
Cleveland, OH 44114........................... 7,564 *
Frederick B. Ziesenheim
700 Koppers Building
436 7th Avenue
Pittsburgh, PA 15219.......................... 8,047 *
Douglas A. Buffington
18 Gloria Lane
Fairfield, NJ 07004........................... 10,000 *
Wesmar Partners (4)
Three Gateway Center
Pittsburgh, PA 15222.......................... 1,399,096 63.3%
L. R. Jeffrey (5)
50 Gloucester Road
Summit, NJ 07901.............................. 261,121 10.6%
All directors and executive officers as a group
(8 persons) (6)............................... 1,685,770 68.6%
</TABLE>
- --------
*Less than one percent
6
<PAGE>
(1) The numbers shown include shares covered by options that are currently
exercisable or are exercisable within 60 days of March 18, 1996. The
numbers and percentages of shares owned assumed that such outstanding
options had been exercised as follows: L. R. Jeffrey--250,000, Douglas A.
Buffington--10,000 and all directors and executive officers as a group--
248,750.
(2) Includes 2,000 shares which are held directly by two trusts of which Mr.
Maurer is co-trustee and 1,399,096 shares owned directly by Wesmar
Partners. Mr. Maurer is an officer, director and principal shareholder of
Maurer Ross & Co., Incorporated, the general partner of MR & Associates,
the managing general partner of Wesmar Partners.
(3) Includes 1,399,096 shares owned directly by Wesmar Partners. Mr. Ross is
an officer, director and principal shareholder of Maurer Ross & Co.,
Incorporated, the general partner of MR & Associates, the managing general
partner of Wesmar Partners.
(4) Wesmar Partners is a Pennsylvania limited partnership whose partners are
Landmark Equity Partners III, L.P., a Delaware limited partnership, and MR
& Associates, a Pennsylvania limited partnership. MR & Associates is the
managing general partner of Wesmar Partners. Messrs. Maurer and Ross are
officers, directors and principal shareholders of Maurer Ross & Co.,
Incorporated, a Pennsylvania corporation and the general partner of MR &
Associates.
(5) Does not include 2,823 shares owned by various members of Mr. Jeffrey's
family with respect to which shares he disclaims any beneficial ownership.
(6) Does not include shares owned by various members of certain officers'
families with respect to which shares such officers disclaim any
beneficial ownership. Includes 1,399,096 shares owned directly by Wesmar
Partners. See notes 2, 3, and 4 above.
Under Section 16(a) of the Exchange Act, the Company's directors, executive
officers and any person holding ten percent or more of the Common Stock are
required to report their initial ownership of the Company's Common Stock and
any changes in that ownership to the Securities and Exchange Commission. Based
solely on a review of copies of the forms furnished to the Company in 1995 and
written representations from the Company's directors and executive officers
that only one Form 5 was required, the Company believes that all Section 16(a)
filing requirements applicable to its directors, executive officers and ten
percent shareholders were complied with in 1995 and through the date of this
Proxy Statement, except that each of Christopher B. Cooper, Michael A. Ross
and George H. Nichols failed to timely file one report with respect to one
transaction, L. R. Jeffrey failed to timely file two reports with respect to
two transactions, and Michael A. Ross failed to timely file his initial report
upon becoming an executive officer of the Company.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected Deloitte & Touche to continue to serve as independent
accountants and auditors of the Company for the fiscal year ending December
31, 1996. A representative of Deloitte & Touche is expected to be present at
or available by telephone during the annual meeting for the purpose of making
a statement should he so desire. The representative is expected to be
available to respond to appropriate questions.
ADDITIONAL INFORMATION
The Company has enclosed its Annual Report for the year ended December 31,
1995 with this Proxy Statement. Shareholders are referred to the report for
financial and other information about the Company, but such report is not
incorporated in this Proxy Statement and is not a part of the proxy soliciting
material.
7
<PAGE>
SHAREHOLDER PROPOSALS FOR THE 1997 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 1997 Annual
Meeting of Shareholders must be received by the Company, 18 Gloria Lane,
Fairfield, New Jersey 07004, no later than January 6, 1997 in order to be
included in next year's proxy materials.
OTHER MATTERS
The Board does not intend to present, and does not have any reason to
believe that others will present, any item of business at the annual meeting
other than those specifically set forth in the notice of the meeting. However,
if other matters are presented for a vote, the proxies will be voted for such
matters in accordance with the judgment of the persons acting under the
proxies.
All costs and expenses of this solicitation, including the cost of preparing
and mailing this Proxy Statement will be borne by the Company. In addition to
the use of the mails, certain directors, officers and regular employees of the
Company may solicit proxies personally, or by mail, telephone, telegraph, or
otherwise, but such persons will not be compensated for such services.
Brokerage firms, banks, fiduciaries, voting trustees or other nominees will be
requested to forward the soliciting materials to each beneficial owner of
stock held of record by them, and the Company has engaged Continental Stock
Transfer and Trust Company to coordinate the solicitation of proxies by and
through such holders for a fee of approximately $2,000 plus expenses.
By Order of the Board of Directors
Richard M. Maurer, Secretary
May 3, 1996
Fairfield, New Jersey
8
<PAGE>
S2 GOLF INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Douglas A. Buffington and Richard M. Maurer, or either of them, each with
power of substitution, are hereby authorized to vote all stock of S2 Golf Inc.
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Shareholders of S2 Golf Inc. to be held on June 4, 1996, and
at any postponements or adjournments thereof as follows:
1. ELECTION OF DIRECTORS:
FOR all nominees listed below WITHHOLD AUTHORITY to
(except as marked to the vote for all nominees
contrary below) [_] listed below [_]
Nominees: Douglas A. Buffington, Richard M. Maurer, Robert L. Ross, Mary Ann
Jorgenson and Frederick B. Ziesenheim
A VOTE FOR ALL NOMINEES IS RECOMMENDED BY THE BOARD OF DIRECTORS
INSTRUCTIONS: TO WITHHOLD AUTHORITY FOR AN INDIVIDUAL NOMINEE, DRAW A LINE
THROUGH HIS OR HER NAME.
2. In their discretion, on such other business as may properly come before the
meeting.
<PAGE>
(Continued from other side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES.
Please sign this proxy exactly as
your name appears below. When
shares are held jointly, each
holder should sign. When signing
as attorney, executor,
administrator, trustee or in
another representative capacity,
please give full title as such.
If a corporation, please sign in
full corporate name by the
president or other authorized
officer. If a partnership, please
sign in partnership name by an
authorized person.
Dated: , 1996
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(Signature)
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(Signature, if held jointly)
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
