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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
under
The Securities Act of 1933
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S2 Golf Inc.
(Exact Name of Issuer as specified in its charter)
<S> <C>
New Jersey 22-2388568
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
18 Gloria Lane
Fairfield, New Jersey 07004
(Address of principal executive offices) (Zip Code)
1998 Employee Stock Plan
1984 Incentive Stock Option Plan
1992 Stock Plan for Independent Directors
Written Compensation Contracts with Various Executives and Employees
Written Compensation Contracts with Various Consultants
(Full Title of Plan)
Douglas A. Buffington
Chief Operating Officer
S2 Golf, Inc.
18 Gloria Lane
Fairfield, N.J. 07004
(Name and address of agent for service)
(973) 227-7783
(Telephone number, including area code, of agent for service)
---------------------------
Copy to:
Ellen P. Mercer, Esquire
Doepken Keevican & Weiss
58th Floor, USX Tower
600 Grant Street
Pittsburgh, Pennsylvania 15219
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CALCULATION OF REGISTRATION FEE
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Registration Fee (2)
per Share Offering Price (2)
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<S> <C> <C> <C> <C>
Common Stock $.01 par 1,202,595 (2) $5,153,209 $1,520.20
value
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(1) Plus any additional shares that may hereafter become issuable as a result of
the adjustment and antidilution provisions of the Registrant's 1998 Employee
Stock Plan.
(2) The registration fee has been calculated as follows: (i) for shares issuable
on exercise of options granted under the employee benefit plans listed above,
pursuant to Rule 457(h), the registration fee is calculated based on the
aggregate exercise price for such shares for which an exercise price is known
(590,720 shares at exercise prices ranging from $0.875 to $5.625) or $2,017,350;
(ii) for restricted shares issued and issuable to directors under the 1992 Stock
Plan for Independent Directors and registered for resale hereunder (50,000
shares), the registration fee is
<PAGE>
calculated pursuant to Rule 457(c) based on the average of the high and low
prices for the Common Stock reported on the Nasdaq Small Cap System on July 8,
1998 ($5.125 per share) (or in the aggregate, $256,250) and (iii) for shares to
be issued under the 1998 Employee Stock Plan and certain written compensation
contacts with executives for which an exercise price is not known (561,875
shares), the registration fee is calculated pursuant to Rule 457(c) based on the
average of the high and low prices for the Common Stock reported on the Nasdaq
Small Cap System on July 8, 1998 ($5.125 per share) (or, in the aggregate,
$2,879,609).
In accordance with Rule 464 under the Securities Act of 1933, as amended,
this Registration Statement is effective automatically on the date of filing
with the Securities and Exchange Commission.
This Registration Statement is intended to register the issuance by the
Company of 1,152,595 shares of Common Stock which may be issued upon exercise of
options granted to date and that may be granted in the future under the plans
which are listed above. This Registration Statement and the reoffer prospectus
included herein are intended to register for reoffer and/or resale 50,000 shares
of Common Stock that have been issued and that may be issued in the future as
"restricted securities" under the 1992 Stock Plan for Independent Directors, and
shares of Common Stock that may be issued upon exercise of options granted or
that may be granted in the future under the other plans listed above by persons
who may be considered affiliates of the Company as defined by Rule 405 under the
Act.
Page 2 of Form S-8
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PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to plan participants by S2 Golf,
Inc. (the "Company") as specified by Rule 428(b)(1) of the Securities Act of
1933, as amended (the "Securities Act"). Such documents are not required to be
and are not filed with the Securities and Exchange Commission (the "Commission")
either as part of this Registration Statement or as a prospectus or prospectus
supplement pursuant to Rule 424. These documents and the documents incorporated
by reference in this Registration Statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act. Copies of the information
incorporated by reference in Item 3 of Part II of this Form S-8 will be
delivered to plan participants, without charge, upon written or oral request
made to Controller, S2 Golf, Inc., 18 Gloria Lane, Fairfield, New Jersey 07004.
In addition, this Registration Statement and the reoffer prospectus
included herein are intended to register for reoffer and/or resale shares of
Common Stock that have been issued and that may be issued in the future as
"restricted securities" under the 1992 Stock Plan for Independent Directors,
shares of Common Stock that may be issued upon exercise of options granted or
that may be granted in the future under the other plans listed above by persons
who may be considered affiliates of the Company as defined by Rule 405 under the
Act.
Page 3 of Form S-8
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REOFFER PROSPECTUS
S2 GOLF, INC.
Up to 800,002 Shares of Common Stock
This Reoffer Prospectus (this "Prospectus") covers the resale by executive
officers and directors (the "Selling Shareholders") of S2 Golf, Inc., a New
Jersey corporation (the "Company"), of up to 800,002 shares of the Company's
common stock, $.01 par value per share (the "Common Stock"), acquired pursuant
to the Company's 1992 Stock Plan for Independent Directors and to be acquired
pursuant to the exercise of stock options granted and to be granted under
various employee benefit plans embodied in written compensation contracts and to
be granted pursuant to the Company's 1998 Employee Stock Plan.
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby. The Company will pay all of the expenses associated
with the registration of the Common Stock and this Prospectus. The Selling
Shareholders will pay the other costs, if any, associated with any sale of the
Common Stock.
The Selling Shareholders may offer shares of the Common Stock from time to
time to purchasers directly or through underwriters, dealers or agents. Such
shares of the Common Stock may be sold at market prices prevailing at the time
of sale or at negotiated prices.
The Common Stock is quoted on the National Association of Securities
Dealers Automated Quotation System (Small Cap) under the trading symbol "GOLF."
The last sale price for the Common Stock on July __, 1998 was $_____ per share.
The address of the principal executive offices of the Company is 18 Gloria Lane,
Fairfield, New Jersey 07004 and its telephone number is (973) 227-7783.
SEE "RISK FACTORS" ON PAGE __ FOR A DISCUSSION OF CERTAIN FACTORS THAT
SHOULD BE CONSIDERED BY EACH PURCHASER.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
-------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representation in this Prospectus, and, if given or
made, such information or representation should not be relied upon as having
been authorized by the Company or any Selling Shareholder. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any
security in any jurisdiction in which, or to any person to whom, such offer or
solicitation would be unlawful. Neither the delivery of this Prospectus nor any
distribution of the securities made under this Prospectus shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof or that the information contained
herein is correct as of any time subsequent to the date hereof.
-------------------------
The date of this Prospectus is July ___, 1998
Page 4 of Form S-8
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TABLE OF CONTENTS
PAGE
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THE COMPANY....................................................
AVAILABLE INFORMATION..........................................
INCORPORATION OF DOCUMENTS BY REFERENCE........................
RISK FACTORS...................................................
USE OF PROCEEDS................................................
SELLING SHAREHOLDERS...........................................
PLAN OF DISTRIBUTION...........................................
LEGAL MATTERS..................................................
EXPERTS........................................................
Page 5 of Form S-8
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THE COMPANY
S2 Golf, Inc., a New Jersey corporation (the "Company" or "Square Two"),
manufactures and sells golf equipment throughout the United States. The Company,
a proven leader in advanced golf technology, sells several club lines for women
and men.
The Company has effectively repositioned itself as one of the top value
brands in the women's golf market. By concentrating much of its limited
promotional and advertising resources on this market niche, the Company has
developed a growing following among women golfers and the retailers who sell
them clubs.
The Company has always sought to provide women golfers with the best value
in state-of-the-art golf technology. One of a few golf equipment manufacturers
whose clubs carry a number of U. S. patents, the Company pioneered improvements
in head design and shaft technology for women's clubs. Using its 17-year
partnership with the Ladies Professional Golf Association ("LPGA"), through an
advisory board of LPGA teaching professionals and its sponsorship of the Square
Two/LPGA Custom Club Fitting Program, Square Two has introduced options in
women's clubs that other manufacturers did not offer. As a result of its
relationship with the LPGA, all of Square Two's women's clubs carry the
distinctive LPGA logo.
Square Two has remained committed to providing premium quality, high
performance clubs at affordable prices. Because Square Two does not believe that
superior designs must sell for superior prices, the Company believes that its
clubs match or exceed the performance specifications of clubs costing two to
three times more. The Company believes that Square Two's message of advanced
technology at affordable prices has been warmly received by women golfers.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements, and other information concerning the Company may be inspected and
copied at the public reference facilities maintained by the Commission in
Washington D.C. 20549 and at the Commission's regional offices at 7 World Trade
Center, Suite 1300, New York, New York 10048 and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such materials
can also be obtained upon written request addressed to the Commission, Public
Reference Branch, 450 Fifth Street, N.W. Washington, D.C. 20549, at prescribed
rates. Upon request, and when suitable arrangements can be made, such records
may be sent to any other Commission office for inspection, including the Pacific
Regional Office, 5670 Wilshire Boulevard, 11th Floor, Los Angeles, California
90036. Electronic filings made through the Electronic Data Gathering, Analysis,
and Retrieval system are available through the Commission's Web site
(http://www.sec.gov). Such reports and other information concerning the Company
can also be inspected at the offices of the Company at 18 Gloria Lane,
Fairfield, New Jersey 07004. The Company's Common Stock is traded on The Nasdaq
Stock Market (Small Cap). Reports, proxy statements and other information
concerning the Company may also be inspected at the offices of Nasdaq
Operations, 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a registration statement on Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the securities offered hereby. This
Prospectus, which constitutes a part of the Registration Statement, does not
contain all of the information set forth in the Registration Statement, certain
items of which are contained in exhibits to the Registration Statement as
permitted by the rules and regulations of the Commission. Statements made in
this Prospectus as to the contents of any contract, agreement or the document
referred to are not necessarily complete. With respect to each such contract,
agreement or other document filed as an exhibit to the Registration Statement,
reference is made to the exhibit for a more complete description of the matter
involved, and each such statement shall be deemed qualified in
Page 6 of Form S-8
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its entirety by such reference. Items and information omitted from this
Prospectus but contained in the Registration Statement may be inspected and
copied at the Public Reference Facilities maintained by the Commission at 450
Fifth Street, N.W., Room 1024, Washington D.C. 20549.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents of the Company which have been filed with the
Commission pursuant to applicable statutes are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(b) The Company's Quarterly Report on Form 10-Q for the period ended March
31, 1998;
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission on
January 17, 1986 including any amendment or report heretofore or hereafter filed
for the purpose of updating the description of the Company's Common Stock
contained therein.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a
post-effective amendment to the Registration Statement that indicates that all
securities offered hereby have been sold or that deregisters all securities
offered hereby then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference will be deemed to be modified or superseded for
purposes of this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statements so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide, without charge, to each person to whom copy of
this Prospectus is delivered, on written or oral request of such person, a copy
of any or all of the documents incorporated herein by reference (other than
exhibits thereto unless such exhibits are specifically incorporated by reference
into the information that this Prospectus incorporates). Requests should be
directed to the Company's Executive Offices at 18 Gloria Lane, Fairfield, New
Jersey 07004.
Page 7 of Form S-8
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RISK FACTORS
Prospective investors should carefully consider the following risk factors
as well as the other information contained or incorporated by reference in this
Prospectus before purchasing shares offered hereby.
Dependence on New Product Introductions; Uncertain Consumer Acceptance
The Company's continued growth and success depend, in large part, on its
ability to successfully develop and introduce new products accepted in the
marketplace. Historically, consumers have rejected a large portion of new golf
club technologies and product designs. There is no assurance that any new
products that the Company may develop will meet with market acceptance. Failure
by the Company to identify and develop innovative new products that achieve
widespread acceptance could adversely affect the Company's future growth and
profitability. Additionally, successful technologies, designs and product
concepts are likely to be copied by competitors. The design of new golf clubs is
also greatly influenced by the rules and interpretations of the United States
Golf Association ("USGA"). Although the golf equipment standards established by
the USGA generally apply only to competitive events sanctioned by the USGA, the
Company believes that it is important to its future success that new clubs
introduced by the Company comply with USGA standards. There is no assurance that
new products will receive USGA approval or that existing USGA standards will not
be altered in ways that adversely affect the sales of the Company's products.
Patents and Protection of Proprietary Technology
The Company's ability to compete effectively in the golf club market
depends, in part, on its ability to maintain the proprietary nature of its
technologies and products. The Company currently holds three U. S. patents
relating to certain of its products and proprietary technologies. There is no
assurance, however, as to the degree of protection afforded by these patents.
There is no assurance that existing patents held by third parties would not
be used as a basis to challenge the validity of one or more of the Company's
patent rights, to limit the scope of the Company's patent rights or to limit the
Company's ability to obtain additional or broader patent rights. There is no
assurance that such patent holders or other third parties will not claim
infringement by the Company with respect to current and future products. In
addition, presently pending patent applications may eventually issue with claims
that will be infringed by the Company's products or technologies. The defense
and prosecution of patent suits is costly and time-consuming, even if the
outcome is favorable. An adverse outcome in the defense of a patent suit could
subject the Company to significant liabilities to third parties, require the
Company to cease selling products or require disputed rights to be licensed from
third parties. Such licenses may not be available on satisfactory terms, or at
all. The Company also relies on unpatented proprietary technology. Third parties
could develop the same or similar technology or otherwise obtain access to the
Company's proprietary technology.
Highly Competitive Industry
The market for golf clubs is highly competitive. The Company's competitors
include a number of established companies, many of which have greater financial
and other resources than the Company. The purchasing decisions of many golfers
are often the result of highly subjective preferences, which can be influenced
by many factors, including, among others, advertising, media, promotions and
product endorsements. The Company could therefore face substantial competition
from existing or new competitors that introduce and successfully promote golf
clubs that achieve market acceptance. Such competition could result in
significant price erosion or increased promotional expenditures, either of which
could have a material adverse effect on the Company's business, operating
results and financial condition. There is no assurance that the Company will be
able to compete successfully against current and future competitors or that its
business, operating results and financial condition will not be adversely
affected by increased competition in the markets in which it operates.
Page 8 of Form S-8
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Sources of Supply
The Company relies on a limited number of suppliers for a significant
portion of the component parts used in the manufacture of its golf clubs. The
Company could in the future experience shortages of components or periods of
increased price pressures, which could have a material adverse effect on the
Company's business, operating results or financial condition. In addition,
failure to obtain adequate supplies or fulfill customer orders on a timely basis
could have a material adverse effect on the Company's business, operating
results and financial condition.
Seasonability and Quarterly Fluctuations; Discretionary Consumer Spending
Golf generally is regarded as a warm weather sport, and sales of golf
equipment historically have been strongest during the second and third quarters,
with the weakest sales occurring during the fourth quarter. In addition, sales
of golf clubs are dependent on discretionary consumer spending, which may be
affected by general economic conditions. A decrease in consumer spending
generally could result in decreased spending on golf equipment, which could have
a material adverse effect on the Company's business, operating results and
financial condition. In addition, the Company's future results of operations
could be affected by a number of other factors, such as unseasonal weather
patterns; demand for and market acceptance of the Company's existing and future
products; new product introductions by the Company's competitors; competitive
pressures resulting in lower than expected average selling prices; and the
volume of orders that are received and that can be fulfilled in a quarter. Any
one or more of these factors could result in the Company failing to achieve its
expectations as to future sales or net income.
Because most operating expenses are relatively fixed in the short term, the
Company may be unable to adjust spending sufficiently in a timely manner to
compensate for any unexpected sales shortfall, which could materially adversely
affect quarterly results of operations. If technological advances by competitors
or other competitive factors require the Company to invest significantly greater
resources than anticipated in research and development or sales and marketing
efforts, the Company's business, operating results or financial condition could
be materially adversely affected. Accordingly, the Company believes that
period-to-period comparisons of its results of operations should not be relied
upon as an indication of future performance. In addition, the results of any
quarter are not indicative of results to be expected for a full fiscal year. As
a result of fluctuating operating results or other factors discussed above and
below, in certain future quarters the Company's results of operations may be
below the expectations of investors. In such event, the market price of the
Company's Common Stock could be materially adversely affected.
Certain Risks of Conducting Business Abroad
The Company imports a significant portion of its component parts, including
heads, shafts, headcovers and grips, from companies in Taiwan, China, Thailand
and Korea. As a result, the company's business is subject to the risks generally
associated with doing business abroad, such as foreign government regulations,
foreign consumer preferences, import and export control, political unrest,
disruptions or delays in shipments and changes in economic conditions and
exchange rates in countries in which the Company purchases components or sells
its products.
LPGA Contract
The Company has entered into an agreement with the LPGA Tournament Players
Corporation (operating as the Ladies Professional Golf Association) (the "LPGA
Contract") which grants the Company the exclusive right to use the LPGA name and
logo on its women's golf clubs and the non-exclusive right to use the LPGA name
and logo on certain of its other products, including golf bags. The Company has
renewed the exclusive licensee agreement through the year 2000 at which time the
agreement will become non-exclusive through 2003. At the end of 2003, the
Company will have the option to renew for two consecutive years under the same
terms and conditions. The agreement entitles the Company to use the license
granted on a worldwide basis. The Company is obligated to pay a license fee to
the LPGA and a royalty fee based on sales volume.
Page 9 of Form S-8
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The LPGA Contract is important to the Company's marketing efforts in its
primary niche of women's golf clubs. Any development which might result in early
termination of the LPGA Contract could have a material adverse effect on the
Company's business, operating results and financial condition. As indicated
above, the license granted to the Company under the LPGA Contract becomes
non-exclusive at the end of the year 2000 and continues on a non-exclusive basis
until the end of 2003 (or the end of 2005 at the Company's option). Although the
Company expects to continue its close relationship with the LPGA after that
time, the non-renewal of this license could have an adverse effect on the
Company.
Control by Principal Stockholders
WESMAR Partners Limited Partnership (whose Co-Managing Partners are Robert
L. Ross and Richard M. Maurer who are directors and officers of the Company)
owns approximately 63% of the outstanding Common Stock. As a result, WESMAR
Partners Limited Partnership is in a position to exercise control of matters
submitted to the Company's stockholders, including the election of directors.
USE OF PROCEEDS
The Selling Shareholders will receive all of the net proceeds from the sale
of the shares of Common Stock owned by the Selling Shareholders and offered
hereby. The Company will receive none of the proceeds of the sale of such shares
of Common Stock.
Page 10 of Form S-8
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SELLING SHAREHOLDERS
Set forth below is (a) the name of each Selling Shareholder and his or her
relationship to the Company during the past three years; (b) the number of
shares of Common Stock that each Selling Shareholder beneficially owns or will
beneficially own on exercise of currently exercisable options; (c) the number of
shares of Common Stock offered pursuant to this Prospectus by each Selling
Shareholder; and (d) the amount and percentage of the Common Stock outstanding
to be held by such Selling Stockholder after giving effect to this offering. The
Selling Shareholders are listed herein, and all shares registered hereby that
are beneficially owned by a Selling Shareholder or issuable on exercise of
employee stock options granted to a Selling Shareholder are deducted from the
number and percentage of shares owned after the Offering, whether or not any
Selling Shareholder has a present intention to resell.
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Percentage
Name of No. of Shares No. of Shares Ownership
Beneficial Relationship to Beneficially No. of Shares Owned After After the
Owner the Company Owned Offered Hereby the Offering Offering
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Robert L. Ross Chief Executive 1,451,096 (1) 50,000 1,399,096 63.9%
Officer;
Director
Douglas A. President; 43,500 (2) 43,500 0 0
Buffington Chief Operating
and Financial
Officer;
Treasurer;
Director
Randy Hamill Senior Vice 55,517 (3) 44,627 11,250 2.5%
President
Richard M. Secretary; 1,451,096 (4) 50,000 1,399,096 63.9%
Maurer Director
Mary Ann Director 10,007 10,007 0 0
Jorgensen
Frederick B. Director 10,490 10,490 0 0
Ziesenheim
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(1) 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. Also includes 50,000 shares issuable on exercise of
employee stock options granted to Mr. Ross.
(2) Includes 43,500 shares issuable on exercise of employee stock options
granted to Mr. Buffington.
(3) Includes 44,267 shares issuable on exercise of employee stock options
granted to Mr. Hamill. Does not include shares owned by various members of Mr.
Hamill's family with respect to which shares he disclaims beneficial ownership.
(4) 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 and 1,399,096 shares owned directly by Wesmar Partners with
respect to which he shares voting and investment power and 50,000 shares
issuable on exercise of employee stock options granted to Mr. Maurer. Mr. Maurer
is an officer, director and principal shareholder of
Page 11 of Form S-8
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Maurer Ross & Co., Incorporated, the general partner of MR & Associates, the
managing general partner of Wesmar Partners.
In addition to the persons listed above, shares registered for resale
hereunder may be issued to the Company's executive officers and employee
directors under the Company's 1998 Employee Stock Plan and to the Company's
non-employee directors under the Company's 1992 Stock Plan for Independent
Directors. Such persons will be identified in a supplement to this Reoffer
Prospectus as options are granted or shares are issued under such plans.
Page 12 of Form S-8
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PLAN OF DISTRIBUTION
The Selling Shareholders have not advised the Company of any specific plans
for the distribution of the shares of Common Stock covered by this Prospectus,
but it is anticipated that the Selling Shareholders may sell all or a portion of
the shares of Common Stock from time to time to purchasers directly or through
underwriters, dealers or agents, who may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling Shareholders
and/or purchasers of the shares of Common Stock for whom they may act as agent.
The Selling Shareholders will be responsible for payment of any and all
commissions to brokers, which will be negotiated on an individual basis. The
Selling Shareholders and any underwriters, dealers or agents that participate in
the distribution of the shares of Common Stock might be deemed to be
underwriters, and any profit on the sale of such shares of Common Stock by them
and any discounts, commissions or concessions received by any such underwriters,
dealers, or agents might be deemed to be underwriting discounts and commissions
under the Securities Act. At the time a particular offer of any of the shares of
Common Stock is made, to the extent required, a supplement to this Prospectus
will be distributed which will set forth the aggregate principal amount of stock
being offered and the terms of the offering, including the name or names of any
underwriters, dealers or agents, any discounts, commissions or other items
constituting compensation from the Selling Shareholders and any discounts,
commissions or concessions allowed or re-allowed or paid to dealers.
The shares of Common Stock may be sold on the Nasdaq Small Cap System or in
privately negotiated transactions. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 of the Securities Act may
be sold under Rule 144 rather than pursuant to this Prospectus. The Selling
Shareholders will be subject to applicable provisions of the Securities Exchange
Act of 1934, as amended, and the rules and regulations thereunder, including,
without limitation, Rules 10b-6 and 10b-7, which provisions may limit the timing
of purchases and sales of any of the shares of Common Stock by the Selling
Shareholders. There is no assurance that the Selling Shareholders will sell any
or all the Common Stock described herein and may transfer, devise or gift such
shares by other means not described herein.
LEGAL MATTERS
The validity of the shares offered hereby will be passed on for the Company
by Doepken, Keevican & Weiss, P.C., Pittsburgh, Pennsylvania.
EXPERTS
The financial statements and the related financial statement schedule
incorporated in this Prospectus by reference from the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 1997, have been audited by
Deloitte & Touche LLP, independent auditors, as stated in their report, which is
incorporated herein by reference and has been so incorporated in reliance upon
the report of such firm given upon their authority as experts in accounting and
auditing.
Page 13 of Form S-8
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PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Commission by the Company pursuant
to the Exchange Act are incorporated by reference in this Prospectus:
1. Annual Report on Form 10-K for the Year ended December 31, 1997.
2. Quarterly Report on Form 10-Q for the quarter ended March 31, 1998.
3. The description of the Company's Common Stock included in the
Registration Statement on Form 8-A filed January 17, 1986.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to this Registration Statement which
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Common Stock being offered hereby will be passed upon
for the Company by Doepken, Keevican & Weiss Professional Corporation,
Pittsburgh, Pennsylvania.
Page 14 of Form S-8
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Item 6. Indemnification of Directors and Officers
The Company's Bylaws effectively provide that the Company, to the full
extent permitted by the New Jersey Business Corporation Act (the "NJ BCA"), as
amended from time to time, shall indemnify all directors and officers of the
Company and may indemnify all employees, representatives and other persons as
permitted pursuant thereto.
Section 14A:3-5 of the NJ BCA permits a corporation to indemnify its
directors and officers against amounts paid or incurred in satisfaction of
settlements, judgments, fines and penalties ("liabilities") and reasonable
costs, disbursements and counsel fees ("expenses") in connection with any
pending, threatened or completed action, suit or proceeding, any appeal
therefrom and any inquiry or investigation which could give rise to such an
action, suit or proceeding (a "proceeding") brought by a third party if such
directors or officers acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their conduct was unlawful. In a derivative action, indemnification may
be made only for expenses incurred by directors and officers in connection with
any proceeding and only with respect to a matter as to which they shall have
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interest of the corporation, except that no indemnification
shall be made if such person shall have been adjudged liable to the corporation,
unless and only to the extent that the Superior Court or the court in which the
action or suit was brought shall determine upon application that the defendant
officers or directors are fairly and reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 (the "Securities Act") may be permitted to directors, officers or
persons controlling the Company pursuant to the foregoing provisions, the
Company has been informed that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits.
4.1 1998 Employee Stock Plan
4.2 Amended and Restated Certificate of Incorporation of the Company dated June
28, 1991 (incorporated by reference to Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1991).
4.3 Amended and Restated Bylaws of the Company dated December 6, 1991
(incorporated by reference to Exhibit 3.2 of the Company's Annual Report on
Form 10-K for the year ended December 31, 1991).
5.1 Opinion of Doepken Keevican & Weiss Professional Corporation.
23.1 Consent of Deloitte & Touche.
24.1 Powers of Attorney (included on signature page of the Registration
Statement).
Page 15 of Form S-8
<PAGE>
Item 9. Undertakings.
The Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration statement or any
material change to such information in this registration statement.
Provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to section 13 or section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(4) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(5) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Page 16 of Form S-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Fairfield, State of New Jersey, on July 13, 1998.
S2 GOLF, INC.
(Registrant)
By: /s/ Douglas A. Buffington
-------------------------------------------------
Douglas A. Buffington, President, Chief Financial
Officer, Chief Operating Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933 of the
registrant's Board of this Registration Statement has been signed by the
following persons in the Capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------------- -------------------------------------- ---------------------------
<S> <C> <C>
/s/ Douglas A. Buffington Director, President, Chief Financial July 13, 1998
- ------------------------------------- Officer, Chief Operating Officer and
Douglas A. Buffington Treasurer
/s/ Robert L. Ross Chairman of the Board and Chief July 13, 1998
- -------------------------------------
Robert L. Ross Executive Officer
/s/ Richard M. Maurer Director and Secretary July 13, 1998
- -------------------------------------
Richard M. Maurer
/s/ Mary Ann Jorgensen Director July 13, 1998
- -------------------------------------
Mary Ann Jorgensen
/s/ Frederick B. Ziesenheim Director July 13, 1998
- -------------------------------------
Frederick B. Ziesenheim
</TABLE>
Page 17 of Form S-8
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert L. Ross and Richard M. Maurer, and each of
them, with full power to act without the other, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to this Registration Statement, including post-effective
amendments, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents of any of them, or any substitute or substitutes,
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------------------------------------- -------------------------------------- ---------------------------
<S> <C> <C>
/s/ Douglas A. Buffington Director, President, Chief Financial July 13, 1998
- ------------------------------------- Officer, Chief Operating Officer and
Douglas A. Buffington Treasurer
/s/ Robert L. Ross Chairman of the Board and Chief July 13, 1998
- -------------------------------------
Robert L. Ross Executive Officer
/s/ Richard M. Maurer Director and Secretary July 13, 1998
- -------------------------------------
Richard M. Maurer
/s/ Mary Ann Jorgensen Director July 13, 1998
- -------------------------------------
Mary Ann Jorgensen
/s/ Frederick B. Ziesenheim Director July 13, 1998
- -------------------------------------
Frederick B. Ziesenheim
</TABLE>
Page 18 of Form S-8
Exhibit 4.1
S2 GOLF, INC.
1998 EMPLOYEE STOCK PLAN
ARTICLE 1
GENERAL
1.01. Purpose.
The purposes of this 1998 Employee Stock Plan (the "Plan") are to: (1)
provide awardees, including certain employees and consultants of S2 Golf, Inc.
(the "Company"), with an equity ownership in the Company commensurate with
Company performance, as reflected in increased stockholder value; (2) maintain
competitive compensation levels; and (3) provide an incentive to employees for
continuous employment with the Company.
1.02. Effective Date and Term of Plan.
(a) The Plan shall become effective as of July 1, 1998.
(b) No awards shall be made under the Plan after July 1, 2008; provided,
however, that the Plan and all awards made under the Plan prior to that date
shall remain in effect until those awards have been satisfied or terminated in
accordance with the Plan and the terms of the awards.
1.03. Administration.
(a) ADMINISTRATOR. Except as further provided in this Section 1.02(a), the
Plan shall be administered by the full membership of the Board of Directors of
the Company (the "Board") or a subcommittee of the Board (the "Committee")
composed of at least two members who shall be appointed by, and serve at the
pleasure of, the Board. The Board and the Committee are each alternatively
called the "Administrator." If a Committee is appointed, each member of the
Committee must be a "non-employee director" within the meaning of Rule 16b-3
("Rule 16b-3"), as amended from time to time, under the Securities Exchange Act
of 1934, as amended.
(b) COMMITTEE ACTION. A majority of the members of the Committee shall
constitute a quorum, and the action of a majority of the members present at a
meeting at which a quorum is present, or which is authorized in writing by all
members, shall be the action of the Committee. A member participating in a
meeting by telephone or similar communications equipment shall be deemed present
for this purpose if the member or members who are present in person can hear him
and he can hear them.
(c) AUTHORITY OF THE ADMINISTRATOR. The Administrator shall have the power:
(1) to determine and designate in its sole and absolute discretion from time to
time
<PAGE>
those employees of the Company and non-employees who are eligible to participate
in the Plan and to whom awards are to be granted; (2) to authorize the granting
of options; (3) to determine the number of shares granted under an option award,
subject to limitations provided under Section 1.05; (4) to determine the time or
times and the manner when each award shall be exercisable and the duration of
the exercise period, subject to limits provided under Section 2.04; and (5)
impose limitations, restrictions and conditions upon any award as the
Administrator shall deem appropriate.
The Administrator may interpret the Plan, prescribe, amend and rescind any
rules and regulations necessary or appropriate for the implementation or
administration of the Plan, any grants hereunder and any agreement relating to
any grant and may make other determinations and take other action as it deems
necessary or advisable. An interpretation, determination or other action made or
taken by the Administrator shall be final, binding and conclusive.
(d) INDEMNIFICATION OF ADMINISTRATOR. In addition to other rights that they
may have as members of the Board or as members of the Committee, the members of
the Administrator shall be indemnified by the Company against the reasonable
expenses, including attorney's fees actually and reasonably incurred in
connection with the defense of any action, suit or proceeding (a "Proceeding"),
or in connection with any appeal therein, to which they or any of them may be a
party by reason of any action taken or failure to act under or in connection
with the Plan or any award granted thereunder, and against all amounts paid by
them in settlement thereof or paid by them in satisfaction of a judgment in any
such Proceeding, except in relation to matters as to which it shall be adjudged
in the Proceeding that the action or failure to act by the member of the
Administrator constituted self-dealing, willful misconduct or recklessness;
provided that the member of the Administrator shall in writing offer the Company
the opportunity, at its own expense, to handle and defend the Proceeding within
60 days after institution thereof.
1.04. Eligibility for Participation.
Participants in the Plan shall be selected by the Administrator from the
Company's employees, including executive officers of the Company, whom the
Administrator deems capable of making a contribution to the success of the
Company. In addition, non-employee consultants and agents who have the
capability of making a contribution to the success of the Company may also
participate in the Plan. In making this selection and in determining the form
and amount of awards, the Administrator shall consider any factors deemed
relevant, including the individual's functions, responsibilities, value of
services to the Company and past and potential contributions to the Company's
profitability and sound growth.
2
<PAGE>
1.05. Limitation on Awards.
(a) Shares of stock which may be issued under the Plan shall be authorized
and unissued or treasury shares of Common Stock of the Company ("Common Stock").
The maximum number of shares of Common Stock which may be issued under the Plan
shall be 500,000. The Administrator may not grant options exercisable for more
than 125,000 shares of Common Stock under the Plan in any calendar year.
(b) For purposes of calculating the maximum number of shares of Common
Stock which may be issued under the Plan:
(i) all the shares issued (including the shares, if any, withheld for
tax withholding requirements) shall be counted when cash is used as full
payment for shares issued upon exercise of a Stock Option; and
(ii) only the net shares issued (including the shares, if any,
withheld for tax withholding requirements) shall be counted when shares of
Common Stock are used as full or partial payment for shares issued upon
exercise of a Stock Option, if payment of the exercise price in such manner
is permitted under the terms of the award.
(c) Shares tendered by a participant as payment for shares issued upon
exercise of a Stock Option shall be available for issuance under the Plan, if
payment of the exercise price in such manner is permitted under the terms of the
award. Any shares of Common Stock subject to a Stock Option which for any reason
is terminated unexercised, or expires, shall again be available for issuance
under the Plan.
ARTICLE 2
STOCK OPTIONS
2.01. Award of Stock Options.
The Administrator may from time to time, and subject to the provisions of
the Plan and other terms and conditions as the Administrator may prescribe,
grant to any participant in the Plan one or more options to purchase the number
of shares of Common Stock ("Stock Options") allotted by the Administrator. The
exercise price for such Stock Options shall be payable in cash, or, if the
Administrator shall so specify, shares of previously owned Common Stock or
Common Stock issuable on exercise of the Stock Option. The date a Stock Option
is granted is the date selected by the Administrator as of which the
Administrator allots a specific number of shares to a participant pursuant to
the Plan.
3
<PAGE>
2.02. Stock Option Agreements.
The grant of a Stock Option shall be evidenced by a written Stock Option
Agreement, executed by the Company and the holder of a Stock Option, stating the
number of shares of Common Stock subject to the Stock Option evidenced thereby,
and in the form as the Administrator may from time to time determine.
2.03. Stock Option Price.
Except in the case of an exchange of a Stock Option granted under this Plan
for a stock option granted outside this Plan, the option price per share of
Common Stock deliverable upon the exercise of a Stock Option shall be 100% of
the fair market value of a share of Common Stock on the date the Stock Option is
granted. The "fair market value of a share of Common Stock on the date the
Option is granted" means the average of the high and low prices of the Common
Stock as reported on the Nasdaq Small Cap System on the last trading day prior
to the time the Stock Option is granted, or if the Common Stock ceases to be
traded on the Nasdaq Small Cap System, the last determinable market price or
value as reasonably determined by the Administrator in accordance with
customarily accepted practices for determining the price or value of stock
traded in a like manner as the Common Stock is then traded. If a Stock Option is
granted under this Plan in exchange for a stock option granted outside this
Plan, the per share exercise price of the Stock Option issued under this Plan
may, at the election of the Administrator, be the same price as that of the
stock option granted outside this Plan which is being exchanged.
2.04. Term and Exercise.
Each Stock Option shall first be exercisable and/or become exercisable
according to the vesting schedule as is determined by the Administrator and
provided in the Stock Option Agreement. Each Stock Option shall be for a term of
ten years, subject to earlier termination as provided in Section 2.07, unless
the Stock Option Agreement expressly provides for a different term, not in
excess of ten years, and/or expressly provides that any or all of the provisions
of Section 2.07 shall not apply. No Stock Option shall be exercisable after the
expiration of its option term.
2.05. Manner of Payment.
Each Stock Option Agreement shall set forth the procedure governing the
exercise of the Stock Option granted thereunder, and shall provide that, upon
exercise in respect of any shares of Common Stock subject thereto, the optionee
shall pay to the Company, in full, the option price for the shares with cash or,
if the terms of the award so permit, with previously owned Common Stock or
Common Stock issuable on exercise of the Stock Option.
4
<PAGE>
2.06. Certificates.
As soon as practicable after receipt of payment for shares of Common Stock
purchased upon the exercise of a Stock Option, the Company shall deliver to the
optionee a certificate or certificates for the shares of Common Stock. The
optionee shall become a stockholder of the Company with respect to Common Stock
represented by share certificates so issued and as such shall be fully entitled
to receive dividends, to vote and to exercise all other rights of a stockholder.
2.07. Termination of Employment.
(a) Death of Optionee. Upon the death of the optionee, any rights
exercisable on the date of death may be exercised by the optionee's estate, or
by a person who acquires the right to exercise the Stock Option by bequest or
inheritance or by reason of the death of the optionee, provided that the
exercise occurs prior to the earlier of (i) the end of the remaining term of the
Stock Option and (ii) one year after the optionee's death. The provisions of
this Section shall apply notwithstanding the fact that the optionee's employment
may have terminated prior to death, but only to the extent of any rights
exercisable on the date of death.
(b) Retirement or Disability. Upon termination of the optionee's employment
by reason of retirement or permanent disability (as each is determined by the
Administrator), the optionee may, within 36 months from the date of termination,
exercise any Stock Options to the extent the options are exercisable during the
36-month period.
(c) Termination for Other Reasons. Except as provided in Sections 2.07(a)
or (b) , or except as otherwise determined by the Administrator, all Stock
Options shall terminate three months after the termination of the optionee's
employment.
ARTICLE 3
MISCELLANEOUS
3.01. General Restriction.
Each award under the Plan shall be subject to the requirement that, if at
any time the Administrator shall determine that (i) the listing, registration or
qualification of the shares of Common Stock subject or related thereto upon any
securities exchange or under any state or federal law, or (ii) the consent or
approval of any government regulatory body, or (iii) an agreement by the grantee
of an award with respect to the disposition of shares of Common Stock is
necessary or desirable as a condition of, or in connection with, the granting of
the award or the issue or purchase of shares of Common Stock thereunder, the
award may not be consummated in whole or in part unless the listing,
registration, qualification, consent,
5
<PAGE>
approval or agreement shall have been effected or obtained free of any
conditions not acceptable to the Administrator.
3.02. Non-Assignability.
No award under the Plan shall be assignable or transferable by the
recipient thereof, except by will or by the laws of descent and distribution.
During the life of the recipient, the award shall be exercisable only by that
person or by that person's guardian or legal representative.
3.03. Withholding Taxes.
Whenever the Company proposes or is required to issue or transfer shares of
Common Stock under the Plan, the Company shall have the right to require the
grantee to remit to the Company an amount sufficient to satisfy any federal,
state and/or local withholding tax requirements prior to the delivery of any
certificate or certificates for the shares. Alternatively, the Company may issue
or transfer the shares of Common Stock net of the number of shares sufficient to
satisfy the withholding tax requirements. For withholding tax purposes, the
shares of Common Stock shall be valued on the date the withholding obligation is
incurred.
3.04. Right to Terminate Employment.
Nothing in the Plan or in any agreement entered into pursuant to the Plan
shall confer upon any participant the right to continue in the employment of the
Company or affect any right which the Company may have to terminate the
employment of the participant.
3.05. Non-Uniform Determinations.
The Administrator's determinations under the Plan (including without
limitation determination of the persons to receive awards, the form, amount and
timing of the awards, the terms and provisions of the awards and the agreements
evidencing them) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, awards under the Plan, whether
or not the persons are similarly situated.
3.06. Rights as a Stockholder.
The recipient of any award under the Plan shall have no rights as a
stockholder with respect thereto unless and until certificates for shares of
Common Stock are issued to the recipient.
6
<PAGE>
3.07. Leaves of Absence.
The Administrator shall be entitled to make rules, regulations and
determinations as it deems appropriate under the Plan in respect of any leave of
absence taken by the recipient of any award. Without limiting the generality of
the foregoing, the Administrator shall be entitled to determine (i) whether or
not any leave of absence shall constitute a termination of employment within the
meaning of the Plan and (ii) the impact, if any, of any leave of absence on
awards under the Plan previously made to any recipient who takes a leave of
absence.
3.08. Newly Eligible Employees.
The Administrator shall be entitled to make rules, regulations,
determinations and awards as it deems appropriate in respect of any employee who
becomes eligible to participate in the Plan or any portion thereof after the
commencement of an award or incentive period.
3.09. Adjustments.
In any event of any change in the outstanding Common Stock by reason of a
stock dividend or distribution, recapitalization, merger, consolidation,
split-up, combination, exchange of shares or the like, the Administrator may
appropriately adjust the number of shares of Common Stock which may be issued
under the Plan, the number of shares of Common Stock subject to awards
previously granted under the Plan, the exercise price of awards previously
granted under the Plan and any and all other matters deemed appropriate by the
Administrator.
3.10. Amendment of the Plan.
The Board may terminate this Plan, and may, without action by the
stockholders and without receiving further consideration from the participants,
amend this Plan or condition or modify awards under this Plan, including,
without limitation, amendments, conditions or modifications in response to
changes in securities or other laws or rules, regulations or regulatory
interpretations thereof applicable to this Plan or to comply with stock exchange
rules or requirements.
7
Exhibit 5.1
July 14, 1998
S2 Golf, Inc.
18 Gloria Lane
Fairfield, NJ 07004
RE: Registration on Form S-8
Ladies and Gentlemen:
We have acted as counsel for S2 Golf, Inc., a New Jersey corporation (the
"Company"), in connection with the registration with the Securities and Exchange
Commission (the "SEC") by the Company pursuant to the Securities Act of 1933, as
amended (the "Act"), of 1,202,595 shares of the Company's common stock (the
"Common Stock") issued and issuable under certain employee benefit plans (as
defined in General Instruction A1 to Form S-8) and identified on the cover page
of the Company's Registration Statement on Form S-8 (the "Plans") and the
registration for resale of shares issued and issuable under the Plans to persons
who may be considered affiliates of the Company as defined in Rule 405 under the
Act.
In connection with the registration, we have examined the following:
(a) The Articles of Incorporation and By-laws of the Company, each as
amended to date;
(b) The Registration Statement on Form S-8 (the "Registration Statement"),
relating to the Common Stock, as filed with the SEC;
(c) The Plans; and
(d) Such other documents, records, opinions, certificates and papers as we
have deemed necessary or appropriate in order to give the opinions
hereinafter set forth.
<PAGE>
S2 Golf, Inc.
July 14, 1998
Page 2
The opinions hereinafter expressed are subject to the following
qualifications and assumptions:
(i) In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity of all documents submitted to us as copies to the originals
thereof.
(ii) We express no opinion on the laws of any jurisdiction other than the
United States of America and the Business Corporation law of the State
of New Jersey.
Based upon and subject to the foregoing, we are pleased to advise you that,
insofar as the Business Corporation Act of the State of New Jersey and the laws
of the United States of America are concerned, it is our opinion that (i) the
Common Stock issued and to be issued under the Plans has been duly authorized,
and (ii) the Common Stock previously issued under the Plans was, and the Common
Stock to be issued upon the exercise of options granted and to be granted under
the Plans will be, when issued, legally issued, fully paid and non-assessable.
Very truly yours,
DOEPKEN KEEVICAN & WEISS
PROFESSIONAL CORPORATION
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
S2 Golf, Inc. on Form S-8 of our report dated March 18, 1998, appearing in the
Annual Report on Form 10-K of S2 Golf, Inc. for the year ended December 31, 1997
and to the reference to us under the heading "Experts" in the Prospectus, which
is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Parsippany, New Jersey
July 10, 1998
