<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
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.:
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(3) Filing Party:
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(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 9, 1998
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 Glenmoor Country Club, 4191
Glenmoor Road Northwest, Canton, Ohio 44718, on June 9, 1998, at 9:00 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 27, 1998,
will be entitled to notice of, and to vote at, the annual meeting and at any
adjournments or postponements thereof.
It is important that your shares be represented at the annual meeting
regardless of the size of your holdings. Whether or not you intend to be
present at the meeting in person, we urge you to please mark, date and sign
the enclosed proxy and return it in the envelope provided for that purpose,
which does not require postage if mailed in the United States.
By Order of the Board of Directors
Richard M. Maurer, Secretary
Fairfield, New Jersey
May 9, 1998
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 9, 1998
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 Glenmoor Country Club, 4191 Glenmoor Road Northwest,
Canton, Ohio 44718, on June 9, 1998, at 9:00 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 973/227-7783). Proxy materials are being mailed to
shareholders beginning on or about May 9, 1998.
SHARES OUTSTANDING, VOTING RIGHTS AND VOTE REQUIRED
Only shareholders of record at the close of business on April 27, 1998 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 2,218,846 shares were outstanding as of the close of
business on April 27, 1998. 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 63.1 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 1999 Annual
Meeting of Shareholders. All nominees currently serve as directors of the
Company. Ages are given as of April 27, 1998.
Robert L. Ross, age 53, has been a director of the Company since May 1988
and Chairman of the Board since October 1995. 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 42, joined the Company in January 1994 as Vice
President of Sales and Marketing, and 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 49, 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 57, has been a director of the Company since March
1992. She has been a partner with the law firm of Squire, Sanders & Dempsey,
LLP 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 71, has been a director of the Company since
1992. Mr. Ziesenheim has been with the law firm of Webb Ziesenheim Bruening
Logsdon Orkin & Hanson, P.C. since 1988 and is currently Vice Chairman of such
firm. Prior to combining his practice with that firm, he was President 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 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.
2
<PAGE>
MEETINGS AND COMMITTEES OF THE BOARD
During 1997, the Board took action by unanimous written consent 3 times and
held 1 Board meeting. The Board established standing Audit and Compensation
Committees. Mary Ann Jorgenson, Frederick B. Ziesenheim and Richard Maurer
were members of the Audit Committee, which met 1 time. The Audit Committee
recommends to the Board the engagement of independent auditors, the plan and
scope of the audit engagement, and the overall management and operations of
the Company's control procedures and accounting practices and policies. Robert
L. Ross and Mary Ann Jorgenson were members of the Compensation Committee,
which reviews and makes recommendations to the Board of Directors concerning
compensation and benefit matters. The Compensation Committee held 1 meeting in
1997.
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. Independent of the 1992
Stock Plan, Messrs. Maurer and Ross each received an option for 50,000 shares
of Common Stock. See "Summary Compensation Table, Note 5". 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 April 27, 1998.
Randy A. Hamill, age 42, has been Senior Vice President 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, 1997 and 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, 1997, 1996 and 1995, to or on behalf
of Douglas A. Buffington and Randy A. Hamill (collectively, the "Named
Executives").
3
<PAGE>
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS AWARDS
------------------------------------- ------------
OTHER SECURITIES
ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION OPTIONS COMPENSATION
- --------------------------- ---- -------- ------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. Ross, 1997 $ 0 $ 0 $ 0 50,000(5) $ 0
Chief Executive Officer 1996 $ 0 $ 0 $ 0 0 $ 0
Douglas A. Buffington, 1997 $126,942 $31,250(1) $19,387(4) -- $975(2)
President 1996 $109,612 $10,000(3) $17,813(4) 16,000 $975(2)
1995 $ 89,885 $16,878(4) 27,500 $975(2)
Randy A. Hamill, 1997 $ 96,688 $20,000(1) -- 44,267 --
Senior Vice President 1996 $ 88,636 $ 4,000(3) -- -- --
1995 $ 80,365 $ -- -- -- --
</TABLE>
- --------
(1) Bonus was earned in 1997, but paid in 1998.
(2) The Company paid a $975 annual premium on a $750,000 life insurance policy
on the life of Mr. Buffington, which policy names Mr. Buffington's wife as
sole beneficiary.
(3) Bonus was earned in 1996, but paid in 1997.
(4) Represents an approximation of travel/commuting expenses reimbursed by the
Company.
(5) As of October 1, 1997, the Company granted to MR & Associates an
immediately exercisable option to purchase 100,000 shares of Common Stock
(the "MR & Associates Option") in consideration for MR & Associates'
provision of services to the Company. Such option was intended to be
granted as an option to purchase 50,000 shares of Common Stock to each of
Robert L. Ross and Richard M. Maurer. On March 18, 1998, the Company's
Board of Directors amended the option to reflect that the grant of such
option was a grant of an option to purchase 50,000 shares of Common Stock
to each of Messrs. Ross and Maurer. No other terms of the option were
changed. Messrs. Ross and Maurer are directors, officers and the principal
shareholders of Maurer Ross & Co., Incorporated, the sole general partner
of MR & Associates.
Set forth below is information with respect to grants of stock options
during the fiscal year ended December 31, 1997 to the Named Executives.
OPTION GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED RATES
NUMBER OF % OF TOTAL OF STOCK PRICE APPRECIATION
SECURITIES OPTIONS FOR OPTION TERM(1)
UNDERLYING GRANTED TO ----------------------------
OPTIONS EMPLOYEES IN EXERICSE 5% 10%
NAME GRANTED FISCAL YEAR PRICE APPRECIATION APPRECIATION
- ---- ---------- ------------ -------- ------------- --------------
<S> <C> <C> <C> <C> <C>
Robert L. Ross (2)...... 50,000 30% $3.0625 $96,095 $247,150
Douglas A. Buffington
(2).................... 16,000 10% $0.9375 $ 9,432 $ 23,608
Randy A. Hamill (2)..... 44,267 27% $0.9375 $26,096 $ 65,315
</TABLE>
- --------
(1) These gains are based on assumed rates of annual compound stock price
appreciation of five percent and ten percent from the date the option was
granted over an assumed ten year term. These assumed annual compound rates
of stock appreciation are mandated by the rules of the Securities and
Exchange Commission and do not represent the Company's estimate of future
Common Stock prices.
(2) The options granted to each of Messrs. Ross, Buffington and Hamill are
fully vested. For additional information concerning one of the options
granted to Mr. Hamill, see "Certain Agreements" below.
4
<PAGE>
The following table sets forth certain information pertaining to stock
options held by the Named Executives as of December 31, 1997. No options were
exercised by the named executives in 1997.
1997 FISCAL YEAR END OPTION HOLDINGS
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING OPTIONS AT IN THE MONEY OPTIONS OF
FISCAL YEAR END FISCAL YEAR END(1)
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Robert L. Ross.............. 50,000 -- $ 59,500 0
Douglas A. Buffington....... 43,500 0 $114,875 0
Randy A. Hamill............. 44,267 0 $146,634 0
</TABLE>
- --------
(1) Calculated based on the fair market value of the Common Stock of $4.25 per
share on December 31, 1997 less exercise price.
EMPLOYMENT AGREEMENTS
In April 1998, the Company entered into an employment agreement with Douglas
A. Buffington, effective January 1, 1998, with a term ending December 31,
2002. Mr. Buffington's annual base salary under the agreement was $137,500 for
the year ending December 31, 1998, and $150,000 for the years ending December
31, 1999, 2000, 2001 and 2002. Bonuses and the issuance of stock options are
at the discretion of the Board. 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 his previous employment agreement entered into January, 1995, 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 options are fully vested.
In January 1997, the Company entered into an agreement with Randy A. Hamill
pursuant to which options to purchase up to 360,000 shares of Common Stock at
an exercise price of $5.00 would be cancelled unless exercised prior to July
7, 1997. Such options were not exercised by Mr. Hamill. Furthermore, Mr.
Hamill was granted an immediately exercisable option to purchase up to 40,000
shares of Common Stock at an exercise price per share of $0.9375 per share.
Upon the occurrence of a change in control of the Company (as defined in the
agreement) the exercisable price per share for any unexercised portion of the
option would be the lower of (a)(i) one cent or (ii) the lowest price greater
than one cent per share which would not cause the value to Mr. Hamill of
shares acquired upon exercise to be considered an "excess parachute payment"
under section 280G of the Internal Revenue Code of 1986 as amended or (b)
$0.9375. In the event that Mr. Hamill should die while employed by the Company
and the Company has received $500,000 as beneficiary of a life insurance
policy it maintains on Mr. Hamill's life, Mr. Hamill's estate will have the
right to require the Company to purchase the option, if unexercised, for
$500,000 or, subject to certain limitations to purchase up to 39,999 shares
received on exercise of the option for their then fair market value.
TRANSACTIONS AND OTHER EVENTS
Pursuant to a consulting agreement with the Company, MR & Associates
provided the Company with business counseling for $5,000 per month. The
agreement, which had been extended, 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
5
<PAGE>
general partner of Wesmar Partners, the beneficial owner of approximately 63%
of the outstanding Common Stock. 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 which represented one months' payment under this agreement for 1996,
with the remaining $55,000 waived by MR & Associates. On October 1, 1997, the
Company granted MR & Associates an immediately exercisable option to purchase
for 100,000 shares of the Company's common stock in recognition of its
services rendered to the Company without fee. This option was intended to and
was subsequently amended on March 18, 1998 to be a grant of an option to
purchase 50,000 shares of Common Stock to each Messrs. Maurer and Ross. The
exercise price for each share of common stock was equal to the closing market
value of the Company's Common Stock on October 1, 1997 of $3.0625.
During the fiscal years ended December 31, 1997 and 1996, 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 Vice Chairman
and member of the Management Committee of such firm, 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 1997 and 1996, 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.
6
<PAGE>
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of Common Stock as of April 27, 1998 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>
L. R. Jeffrey (2)
50 Gloucester Road
Summit, NJ 07901............................... 250,000 10.1%
Richard M. Maurer (3)
Three Gateway Center
Pittsburgh, PA 15222........................... 1,451,096 63.9%
Robert L. Ross (4)
Three Gateway Center
Pittsburgh, PA 15222........................... 1,451,096 63.9%
Mary Ann Jorgenson
4900 Society Center
127 Public Square
Cleveland, OH 44114............................ 9,832 *
Frederick B. Ziesenheim
700 Koppers Building
436 7th Avenue
Pittsburgh, PA 15219........................... 10,315 *
Douglas A. Buffington
18 Gloria Lane
Fairfield, NJ 07004............................ 43,500 1.9%
Randy A. Hamill (5)
18 Gloria Lane
Fairfield, NJ 07004............................ 55,517 2.5%
Wesmar Partners (6)
MR & Associates
Maurer Ross & Co., Incorporated
Three Gateway Center
Pittsburgh, PA 15222........................... 1,399,096 63.1%
All directors and executive officers
as a group (6 persons) (7)..................... 1,622,260 67.4%
</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 April 27, 1998. The
numbers and percentages of shares owned assumed that such outstanding
options had been exercised as follows: L. R. Jeffrey--250,000, Richard M.
Maurer--100,000, Robert L. Ross--100,000, Douglas A. Buffington--43,500,
Randy A. Hamill--44,267, and all directors and executive officers as a
group--187,767.
7
<PAGE>
(2) 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.
(3) 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 Mr. Maurer shares voting and investment power and
50,000 shares underlying the option held directly by MR & Associates. 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.
(4) 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.
(5) Does not include shares owned by various members of Mr. Hamill's family
with respect to which shares Mr. Hamill disclaims any beneficial
ownership.
(6) Wesmar Partners is a Delaware 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 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.
(7) 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 3,4 and 6 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 1997 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 1997, except that each of Mr. Buffington and Mr. Hamill failed to file
reports with respect to options granted in January 1997. In addition, each of
Mr. Maurer, Mr. Ross, MR & Associates and Maurer, Ross & Co., Incorporated
filed a late report with respect to the option granted to MR & Associates in
October 1997 (which option was intended, and was subsequently amended on March
18, 1998, to be options granted to Mr. Maurer and Mr. Ross individually).
Additionally, the Company has become aware that each of MR & Associates and
Maurer Ross & Co., Incorporated filed one late report with respect to becoming
an indirect ten percent shareholder and three late reports with respect to
three acquisitions of Common Stock by Wesmar Partners in prior fiscal years.
Such transactions were timely reported by Wesmar Partners and by Messrs.
Maurer & Ross.
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, 1998. 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.
8
<PAGE>
ADDITIONAL INFORMATION
The Company has enclosed its Annual Report for the year ended December 31,
1997 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 30, 1998 in 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
May 9, 1998
Fairfield, New Jersey
9
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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 9, 1998, 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: , 1998
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---------------------------
(Signature)
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(Signature, if held
jointly)
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
