<PAGE>
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
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
S2 Golf Inc.
- --------------------------------------------------------------------------------
(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)(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:
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Notes:
<PAGE>
S2 GOLF INC.
18 Gloria Lane
Fairfield, New Jersey 07004
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 5, 1997
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 5, 1997, 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, 1997,
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
April 25, 1997
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 5, 1997
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 5, 1997, 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 April 29, 1997.
SHARES OUTSTANDING, VOTING RIGHTS AND VOTE REQUIRED
Only shareholders of record at the close of business on April 23, 1997 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 2,214,738 shares were outstanding as of the close of
business on April 23, 1997. 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 63 percent 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 1998 Annual
Meeting of Shareholders. All nominees currently serve as directors of the
Company. Ages are given as of March 31, 1997.
Robert L. Ross, age 52, 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.
Douglas A. Buffington, age 41, 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 48, 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.
Mary Ann Jorgenson, age 56, 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 70, 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 such 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 1996, the Board took action by unanimous written consent one time and
held two Board meetings. The Board of Directors has no standing audit,
nominating or compensation committees. Although not formally constituted as a
compensation committee, Robert L. Ross and Mary Ann Jorgenson review and make
recommendations to the Board of Directors concerning compensation and benefit
matters, and they held one meeting in 1996.
Pursuant to the terms of the 1992 Stock Plan for Independent Directors of S2
Golf, as amended (the "1992 Stock Plan"), 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, and
effective in 1997, shares of Common Stock having an aggregate fair market
value on the date of the meeting, equal to $500 if the meeting was a
telephonic meeting or if such person participated in a regular meeting by
telephone. 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 did have a consulting agreement with MR & Associates, an affiliate of
Messrs. Maurer and Ross. See "Transactions and Other Events."
EXECUTIVE OFFICERS
The person named below is an executive officer of the Company who is not
also a director of the Company. Age is given as of March 31, 1997.
Randy A. Hamill, age 41, 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.
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
(i) for the year ended December 31, 1996, to or on behalf of Robert L. Ross,
who became Chief Executive Officer of the Company in January 1996, and (ii)
for the years ended December 31, 1996, 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 other than Mr. Buffington earned $100,000
or more in 1996.
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>
Robert L. Ross, 1996 $ -- $ -- $ -- -- $ --
Chief Executive Officer
Douglas A. Buffington, 1996 $109,612 10,000(1) $17,813(2) -- $975(3)
President 1995 89,885 -- 16,878(2) 27,500 975(3)
1994 76,154 $10,000(4) 15,961(2) -- 975(3)
</TABLE>
- --------
(1) Bonus was earned in 1996, but paid in 1997.
(2) Represents an approximation of travel/commuting expenses reimbursed by the
Company.
(3) 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.
(4) Bonus was earned in 1994, but paid in 1995.
The following table sets forth certain information pertaining to stock
options held by Douglas A. Buffington as of December 31, 1996, on which date
the $2.00 exercise price per share for such options exceeded the per share
market value of Common Stock. Robert L. Ross does not hold any stock options.
FISCAL YEAR-END OPTION HOLDINGS
<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING UNEXERCISED
OPTIONS AT FISCAL YEAR-
END
-------------------------
NAME EXERCISABLE UNEXERCISABLE
- ---- ----------- -------------
<S> <C> <C>
Robert L. Ross........................................ 0 0
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 was $110,000 in 1996, and is $125,000
in 1997. 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.
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 shares on January 1, 1996 and with respect to 7,500 shares on January 1,
1997, and, provided Mr. Buffington remains employed by the Company, will
become exercisable with respect to 10,000 shares on December 31, 1997. 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)
4
<PAGE>
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.
In 1991, the Company entered into a consulting agreement with MR &
Associates. MR & Associates provided the Company with business counseling for
$5,000 per month. The agreement, which had been renewed annually on a one-year
basis, expired on 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 63 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 1996, the Company paid MR & Associates $15,000, of which
$10,000 was due under the agreement with respect to 1995 and $5,000
represented one month's fee under the agreement in 1996. The remaining $55,000
for 1996 was waived by MR & Associates in February 1996.
The Company paid Wesmar Partners $19,075 in 1995 for property, liability and
workers compensation insurance coverage provided by Wesmar Partners to the
Company through Liberty Mutual Insurance Company. In 1996, the Company
received $10,198 from Wesmar Partners representing a retroactive adjustment
for the 1994-1995 policy year.
During the fiscal years ended December 31, 1996 and 1995, 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 would
not engage in the United States in any activity similar to the Company's
business of designing, manufacturing, marketing and selling golf 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 1996 and 1995, 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.
5
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of Common Stock as of March 31, 1997 by (i) each person known to the
Company to beneficially own 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"). Except as otherwise noted, the persons named in the table
below have sole voting and investment power with respect to the shares shown
as beneficially owned by them.
<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 63.3%
Robert L. Ross (3)
Three Gateway Center
Pittsburgh, PA 15222.......................... 1,401,096 63.3%
Mary Ann Jorgenson
4900 Society Center
127 Public Square
Cleveland, OH 44114........................... 9,278 *
Frederick B. Ziesenheim
700 Koppers Building
436 7th Avenue
Pittsburgh, PA 15219.......................... 9,761 *
Douglas A. Buffington
18 Gloria Lane
Fairfield, NJ 07004........................... 33,500 1.5%
Wesmar Partners (4)
Three Gateway Center
Pittsburgh, PA 15222.......................... 1,399,096 63.2%
L. R. Jeffrey (5)
50 Gloucester Road
Summit, NJ 07901.............................. 260,121 10.6%
All directors and executive officers as a group
(6 persons) (6)................................ 1,561,152 66.6%
</TABLE>
- --------
*Less than one percent
(1) The numbers shown include shares covered by options that are currently
exercisable or are exercisable within 60 days of March 31, 1997. 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--33,500 and all directors and executive officers as a group--
127,767.
(2) Includes 2,000 shares which are held directly by two trusts of which Mr.
Maurer is co-trustee and with respect to which he shares voting and
investment power. Also includes 1,399,096 shares owned directly by Wesmar
Partners with respect to which Mr. Maurer shares voting and investment
power. 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.
6
<PAGE>
(3) Includes 1,399,096 shares owned directly by Wesmar Partners with respect
to which Mr. Ross shares voting and investment power. 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 a certain officer's
family with respect to which shares such officer disclaims any beneficial
ownership. Includes 1,399,096 shares owned directly by Wesmar Partners.
See notes 2, 3, and 4 above.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 1996 and
written representations from the Company's directors and executive officers,
the Company believes that all Section 16(a) filing requirements applicable to
its directors, executive officers and ten percent shareholders were complied
with in 1996, except that Michael A. Ross, a former executive officer, failed
to file his initial report upon becoming an executive officer of the Company,
failed to file a report with respect to one transaction and failed to timely
file a year end report. In addition, as a result of a delay in the Company's
administration of the 1992 Stock Plan and a delay in the calculation of the
number of shares granted and in the actual issuance of shares granted in 1996
thereunder, each of Frederick Ziesenheim's and Mary Ann Jorgenson's report
with respect to two automatic grants in 1996 under the 1992 Stock Plan were
filed late.
INDEPENDENT PUBLIC ACCOUNTANTS
The Board has selected Deloitte & Touche, LLP to continue to serve as
independent accountants and auditors of the Company for the fiscal year ending
December 31, 1997. A representative of Deloitte & Touche, LLP 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,
1996 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.
SHAREHOLDER PROPOSALS FOR THE 1998 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 1998 Annual
Meeting of Shareholders must be received by the Company, 18 Gloria Lane,
Fairfield, New Jersey 07004, no later than December 26, 1997 in
7
<PAGE>
order to be included in next year's proxy materials. It is suggested that a
proponent submit any proposal by Certified Mail--Return Receipt Requested to
the Secretary of the Company. Such proposals must meet the requirements set
forth in the rules and regulations of the Securities and Exchange Commission
in order to be eligible for inclusion in the Company's 1998 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 properly brought before the annual meeting, the persons
named on the enclosed proxy will have discretionary authority to vote all
proxies in accordance with their best judgment.
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
April 25, 1997
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 5, 1997, 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: Robert L. Ross, Douglas A. Buffington, Richard M. Maurer, 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: ,
--------------------
1997
---------------------------
(Signature)
---------------------------
(Signature, if held
jointly)
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
