<PAGE> 1
================================================================================
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
<TABLE>
<S> <C>
[ ] Preliminary Proxy Statement [ ] CONFIDENTIAL, FOR USE OF THE COMMISSION
ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12.
</TABLE>
S2 GOLF INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
XXXXXXXXXXXXXXXX
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: .......
(2) Aggregate number of securities to which transaction applies: ..........
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): ............
(4) Proposed maximum aggregate value of transaction: ......................
(5) Total fee paid: .......................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: ...............................................
(2) Form, Schedule or Registration Statement No.: .........................
(3) Filing Party: .........................................................
(4) Date Filed: ...........................................................
================================================================================
<PAGE> 2
S2 GOLF INC.
18 GLORIA LANE
FAIRFIELD, NEW JERSEY 07004
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JUNE 22, 1999
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
S2 Golf Inc. (the "Company"), which will be held at Suite 16, Three Gateway
Center, Pittsburgh, Pennsylvania 15222, on June 22, 1999, at 10:00 a.m., E.D.T.,
for the following purposes:
Proposal 1. To elect directors.
Proposal 2. To transact such other business as may properly come
before the annual meeting or any adjournment or postponements thereof.
Only shareholders of record as of the close of business on May 7, 1999,
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 22, 1999
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> 3
S2 GOLF INC.
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
JUNE 22, 1999
This proxy statement (this "Proxy Statement") is furnished in connection
with the solicitation by the Board of Directors of S2 Golf Inc. (the "Company")
of proxies for use at the Annual Meeting of Shareholders of the Company to be
held at Suite 16, Three Gateway Center, Pittsburgh, Pennsylvania 15222, on June
22, 1999, at 10:00 a.m., E.D.T., and at any postponement or adjournment thereof.
Proxies properly executed and returned in a timely manner will be voted at the
annual meeting in accordance with the directions specified therein. If no
direction is indicated, they will be voted for the election of the nominees
named herein as directors and, on other matters presented for a vote, in
accordance with the judgment of the persons acting under the proxies. Any
shareholder giving a proxy has the power to revoke it any time before it is
voted by giving written notice to the Secretary of the Company, by delivering a
later-dated proxy or by attending the annual meeting and voting in person.
The Company's executive offices are located at 18 Gloria Lane, Fairfield,
New Jersey 07004 (telephone 973/227-7783). Proxy materials are being mailed to
shareholders beginning on or about May 22, 1999.
SHARES OUTSTANDING, VOTING RIGHTS AND VOTE REQUIRED
Only shareholders of record at the close of business on May 7, 1999 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 2,219,312 shares were outstanding as of the close of business on May 7,
1999. 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% 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> 4
ELECTION OF DIRECTORS
The Company's By-laws 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 2000 Annual
Meeting of Shareholders. All nominees currently serve as directors of the
Company. Ages are given as of May 7, 1999.
Robert L. Ross, 54, has been a director of the Company since 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 Limited Partnership ("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, 43, 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, 50, has been a director of the Company since 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, 58, has been a director of the Company since 1992. She
has been a partner with the law firm of Squire, Sanders & Dempsey L.L.P. 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, an operator of a swimming pool installation business and a
manufacturer of spa and pool equipment and plastic pressure vessels for the
water treatment and systems industry.
Fredrick B. Ziesenheim, 72, has been a director of the Company since 1992.
He has been with the law firm of Webb Ziesenheim Logsdon Orkin & Hanson, P.C.
since 1988 and is currently Vice Chairman and a director of that 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
for which any nominee might be unavailable to serve.
2
<PAGE> 5
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
During 1998, the Board of Directors held two meetings and took one action
by unanimous written consent. The Board of Directors has two standing
committees, the Audit Committee and the Compensation Committee. Mary Ann
Jorgenson, Frederick B. Ziesenheim and Richard M. Maurer are members of the
Audit Committee, which 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. The Audit Committee held one meeting in 1998. Robert L. Ross and Mary
Ann Jorgenson are members of the Compensation Committee, which reviews and makes
recommendations to the Board of Directors concerning compensation and benefit
matters. The Compensation Committee held one meeting in 1998.
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.
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 May 7, 1999.
Randy A. Hamill, age 43, has been Senior Vice President of 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
Vice President of Manufacturing of the Company from 1981 to July 1991.
3
<PAGE> 6
COMPENSATION OF MANAGEMENT
The following table sets forth certain information with respect to annual
and long-term compensation for services in all capacities paid by the Company
for the years ended December 31, 1998, 1997 and 1996, to or on behalf of Robert
L. Ross, Douglas A. Buffington and Randy A. Hamill (collectively, the "Named
Executives").
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, 1998 $ 0 $ 0 $ 0 7,500(6) $ 0
Chief Executive Officer 1997 $ 0 $ 0 $ 0 50,000(5) $ 0
1996 $ 0 $ 0 $ 0 0 $ 0
Douglas A. Buffington, 1998 $137,362 $ 7,500(1) $19,992(4) 7,500(6) $975(7)
President 1997 $126,942 $31,250(2) $19,387(4) -- $975(7)
1996 $109,612 $10,000(3) $17,813(4) 16,000 $975(7)
Randy A. Hamill, 1998 $ 99,337 $ 4,375(1) 0 4,375(6) 0
Senior Vice President 1997 $ 96,688 $20,000(2) 0 44,267 0
1996 $ 88,636 $ 4,000(3) 0 0 0
</TABLE>
- ---------------
(1) Bonus earned in 1998, paid in 1999.
(2) Bonus earned in 1997, paid in 1998.
(3) Bonus earned in 1996, paid in 1997.
(4) Represents an approximation of travel/commuting expenses reimbursed by the
Company.
(5) In October 1997, an option to purchase 100,000 shares of Common Stock was
erroneously granted to MR & Associates. Such option was subsequently
amended, as was intended, to be a grant of an option to purchase 50,000
shares of Common Stock to each of Mr. Ross and Mr. Maurer.
(6) Granted in 1999 for 1998 services.
(7) The Company paid $975 annual premium on a $750,000 insurance policy on the
life of Mr. Buffington, which names Mr. Buffington's wife as the sole
beneficiary.
The following table sets forth certain information pertaining to stock
options held by the Named Executives as of December 31, 1998. No options were
exercised by the Named Executives in 1998.
1998 FISCAL YEAR END OPTION HOLDINGS
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING OPTIONS AT IN-THE-MONEY OPTIONS AT
FISCAL YEAR END FISCAL YEAR END (1)
---------------------------- ----------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Robert L. Ross........................... 50,0000 0 $ 0 0
Douglas A. Buffington.................... 43,500 0 $44,188 0
Randy A. Hamill.......................... 44,267 0 $74,701 0
</TABLE>
- ---------------
(1) Calculated on the basis of the fair market value of the Common Stock of
$2.625 per share on December 31, 1998 less exercise price.
4
<PAGE> 7
TRANSACTIONS WITH MANAGEMENT AND DIRECTORS
EMPLOYMENT AGREEMENTS
In April 1998 the Company entered into an employment agreement with Douglas
A. Buffington that terminates on December 31, 2002 unless terminated sooner as
provided in the agreement. Mr. Buffington's annual base salary under the
agreement was $137,500 for 1998 and is $150,000 for each year thereafter. The
agreement incorporates an incentive cash bonus and stock option program.
Additional stock options, other than those provided in the incentive program,
may be granted at the discretion of the Company. The agreement also provides for
certain benefits, in addition to the standard Company employee fringe benefits,
including but not limited to reimbursement of certain expenses and payment of
premiums on a $750,000 life insurance policy with Mr. Buffington's spouse named
as beneficiary. The agreement also contains a "non-compete" clause and an
"invention and secrecy" clause.
In January 1997 the Company entered into an agreement with Randy A. Hamill,
pursuant to which Mr. Hamill was granted an immediately exercisable option to
purchase 40,000 shares of Common Stock at an exercise price of $0.9375 per
share. Upon the occurrence of a change in control of the Company (as defined in
the agreement), the exercise 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 fair market value at that time.
TRANSACTIONS AND OTHER EVENTS
During the fiscal year ended December 31, 1998, Richard M. Maurer and
Robert L. Ross provided the Company with employee services. On April 16, 1999
the Board awarded to each of Mr. Maurer and Mr. Ross an option to purchase 7,500
shares of common stock, as compensation for their 1998 employee services. Mr.
Maurer is Secretary and a director of the Company. Mr. Ross is Chief Executive
Officer, Chairman and a director of the Company.
During the fiscal years ended December 31, 1998 and 1997, the Company
retained the law firm of Webb Ziesenheim Logsdon Orkin & Hanson, P.C., of which
Frederick B. Ziesenheim, a director of the Company, is Chairman and a director,
to represent the Company on various intellectual property matters.
During the fiscal year ended December 31, 1998, the Company retained the
law firm of Squire, Sanders & Dempsey L.L.P., of which Mary Ann Jorgenson, a
director of the Company, is a partner, to represent the Company on various
matters.
5
<PAGE> 8
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of Common Stock as of May 7, 1999 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
l3d-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
OF COMMON
STOCK PERCENT
BENEFICIALLY OF COMMON
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...................................... 1,459,396 64.1%
Robert L. Ross(4)
Three Gateway Center
Pittsburgh, PA 15222...................................... 1,463,596 64.3%
Mary Ann Jorgenson
4900 Key Tower
127 Public Square
Cleveland, OH 44114....................................... 10,065 *
Frederick B. Ziesenheim
700 Koppers Building
436 7th Avenue
Pittsburgh, PA 15219...................................... 10,548 *
Douglas A. Buffington
18 Gloria Lane
Fairfield, NJ 07004....................................... 51,000 2.2%
Randy A. Hamill(5)
18 Gloria Lane
Fairfield, NJ 07004....................................... 59,892 2.6%
Wesmar Partners(6)
MR & Associates
Maurer Ross & Co., Incorporated
Three Gateway Center
Pittsburgh, PA 15222...................................... 1,399,096 63.0%
All directors and executive officers
as a group (6 persons)(7)................................. 1,655,401 68.0%
</TABLE>
- ---------------
* Less than one percent.
(1) The numbers shown include shares issued and outstanding, plus shares covered
by options that are currently exercisable or are exercisable within 60 days
of May 7, 1999. 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 -- 57,500; Robert L. Ross -- 57,500; Douglas A.
Buffington -- 51,000; Randy A. Hamill -- 48,642; and all directors and
executive officers as a group -- 214,642.
6
<PAGE> 9
(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 2,800 shares which are held directly by three trusts of which Mr.
Maurer is co-trustee and with respect to which he shares voting and
investment power, 1,399,096 shares owned directly by Wesmar Partners with
respect to which Mr. Maurer shares voting and investment power, and 57,500
shares underlying the option held directly by Mr. Maurer. 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 with respect to
which Mr. Ross shares voting and investment power and 57,500 shares
underlying the option held directly by Mr. Ross. 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 1998 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
1998.
INDEPENDENT PUBLIC ACCOUNTANTS
The President of the Company has solicited proposals from four independent
public accounting firms, including its public accountants for the fiscal year
ended December 31, 1998, with regard to the provision of independent accounting
and audit services to the Company for the fiscal year ended December 31, 1999.
The Board of Directors will evaluate these proposals and then select one firm to
provide such services.
Deloitte & Touche, LLP served as independent accountants and auditors of
the Company for the fiscal year ended 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, and is expected to be available to respond to appropriate questions.
ADDITIONAL INFORMATION
The Company has enclosed its Annual Report for the year ended December 31,
1998 with this Proxy Statement. Shareholders are referred to the report for
financial and other information about the Company, but such report is not
incorporated in this Proxy Statement and is not a part of the proxy soliciting
material.
7
<PAGE> 10
SHAREHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 2000 Annual
Meeting of Shareholders must be received by the Company, 18 Gloria Lane,
Fairfield, New Jersey 07004, no later than January 22, 2000 in order to be
included in the proxy materials for that meeting. Proposals submitted after
January 22, 2000 will be considered untimely. It is suggested that a proponent
submit any proposal by Certified Mail -- Return Receipt Requested to the
Secretary of the Company. In order to be eligible for inclusion in the proxy
materials for the 2000 Annual Meeting of Shareholders, such proposals must meet
the requirements set forth in the rules and regulations of the Securities and
Exchange Commission.
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 22, 1999
Fairfield, New Jersey
8
<PAGE> 11
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 22, 1999, and
at any postponements or adjournments thereof as follows:
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS: FOR all nominees listed below WITHHOLD AUTHORITY to
(except as marked to the contrary below) [ ] vote for all nominees listed
below [ ]
</TABLE>
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.
(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: , 1999
--------------------
--------------------------------
Signature
--------------------------------
Signature, if held jointly
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
