<PAGE> 1
FORM 8-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) July 31, 2000
S2 GOLF INC.
(Exact Name of Registrant as Specified in Charter)
New Jersey 22-2388568
---------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18 Gloria Lane, Fairfield, NJ 07004
----------------------------- -----
(Address of Principal Executive Office) (Zip Code)
(973) 227-7783
--------------
(Registrant's telephone number, including area code)
<PAGE> 2
This Amendment No. 1 to Current Report on Form 8-K/A amends the Current Report
on Form 8-K (the "Form 8-K") of S2 Golf Inc., a New Jersey corporation (the
"Registrant") for the event dated July 31, 2000, as filed with the Securities
and Exchange Commission on August 14, 2000.
<TABLE>
<CAPTION>
Table of Contents
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Page
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
<S> <C> <C>
(a) Financial Statements of Business Acquired 2
-- -----------------------------------------
Part 1: Audited Financial Statements 2
Report of Independent Public Accountants 3
Statement of Assets and Liabilities as of July 31, 2000 4
Statements of Net Sales and Product Contribution (Loss)
for the Years ended September 30, 1999 and 1998 6
Notes to Audited Financial Statements 7
Part 2: Unaudited Financial Statements 8
Unaudited Statements of Net Sales and Product Contribution
for the Nine Months ended June 30, 2000 8
Notes to Unaudited Financial Statements 9
(b) Pro Forma Financial Information 10
-------------------------------
Unaudited Pro Forma Consolidated Condensed Balance Sheet as of 12
June 30, 2000
Notes to Pro Forma Consolidated Balance Sheet 13
Unaudited Pro Forma Consolidated Condensed Statements of Operations 14
for the six months ended June 30, 2000 and the year ended
December 31, 1999
Notes to Pro Forma Consolidated Condensed Statements of 16
Operations
SIGNATURES 17
</TABLE>
<PAGE> 3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
1. The following audited financial statements of Nancy Lopez
Golf, a product line of The Arnold Palmer Company, are filed
herewith as Part 1 of Item 7(a):
(a) Report of Independent Accountants;
(b) Statement of Assets and Liabilities as of
July 31, 2000;
(c) Statements of Net Sales and Product Contribution
(Loss) for the Years ended September 30, 1999
and 1998; and
(d) Notes to Audited Financial Statements.
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<PAGE> 4
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To The Arnold Palmer Golf Company:
We have audited the accompanying statement of assets and liabilities as of July
31, 2000, and the statements of net sales and product contribution (loss) for
the years ended September 30, 1999 and 1998, of NANCY LOPEZ GOLF (the
"Product"), a product line of THE ARNOLD PALMER GOLF COMPANY (the "Company").
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the statement of assets and
liabilities and the statements of net sales and product contribution (loss) are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
The accompanying financial statements reflect the assets and liabilities and the
net sales and product contribution (loss) attributable to the product line as
described in Note 2 and are not intended to be a complete presentation of the
product line's assets, liabilities, revenues, or expenses.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the assets and liabilities of the product line as
described in Note 2 as of July 31, 2000 and the net sales and product
contribution (loss) of the product line as described in Note 2 for the years
ended September 30, 1999 and 1998, in conformity with accounting principles
generally accepted in the United States.
/s/ ARTHUR ANDERSEN LLP
Chattanooga, Tennessee
August 25, 2000
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<PAGE> 5
NANCY LOPEZ GOLF
STATEMENT OF ASSETS AND LIABILITIES
JULY 31, 2000
<TABLE>
<CAPTION>
<S> <C>
CURRENT ASSETS:
Accounts receivable, net of reserve of $38,756 $ 1,139,988
Inventories 836,383
Prepaid expenses 16,667
-----------
Total current assets 1,993,038
-----------
PROPERTY, PLANT, AND EQUIPMENT:
Furniture and fixtures 779,565
Less accumulated depreciation (476,014)
-----------
303,551
-----------
Total assets $ 2,296,589
===========
LIABILITIES:
Accounts payable $ 65,834
Accrued liabilities 44,484
-----------
Total liabilities $ 110,318
===========
Assets less liabilities $ 2,186,271
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 6
NANCY LOPEZ GOLF
STATEMENTS OF NET SALES AND PRODUCT CONTRIBUTION (LOSS)
FOR THE YEARS ENDED
SEPTEMBER 30, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
----------- -----------
<S> <C> <C>
NET SALES $ 3,971,000 $ 3,043,000
COST OF SALES 2,626,000 2,076,000
----------- -----------
GROSS MARGIN 1,345,000 967,000
MARKETING EXPENSES 639,000 1,164,000
SELLING EXPENSES 612,000 955,000
GENERAL AND ADMINISTRATIVE EXPENSES 1,153,000 915,000
----------- -----------
2,404,000 3,034,000
----------- -----------
PRODUCT LOSS $(1,059,000) $(2,067,000)
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE> 7
-
NANCY LOPEZ GOLF
NOTES TO AUDITED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS
The Arnold Palmer Golf Company (the "Company") manufactures, markets
and distributes golf products, including the Nancy Lopez Golf product
line (the "Product"). The Product's principal market is the United
States. The Company owns, subject to certain exceptions, the exclusive
worldwide right to the Nancy Lopez trade name in connection with the
manufacture, sale and distribution of the Product. The Company sells
primarily to retailers and golf specialty stores and grants credit to
customers based on defined payment terms. The Company performs ongoing
credit evaluations and generally does not require collateral. The three
largest customers accounted for 12% of net sales in fiscal 1999, while
the largest customer accounted for 12% of net sales in fiscal 1998.
2. BASIS OF PRESENTATION
The accompanying financial statements present only the assets and
liabilities and the net sales and product contribution (loss) of the
product line. These financial statements include all adjustments
necessary for a fair presentation of the assets and liabilities at July
31, 2000 and of the net sales and product contribution (loss) for the
years ended September 30, 1999 and 1998. These financial statements
have been prepared in accordance with accounting principles generally
accepted in the United States.
These financial statements set forth only the net sales and operational
expenses attributable to the Product and do not purport to represent
all the costs and expenses associated with a stand alone, separate
company.
The statement of net sales and product contribution (loss) includes
amounts attributable to the manufacture, sale, promotion and
advertisement of the Product. Net sales include allowances for sales
returns and cash discounts. Product contribution (loss) represents net
sales less cost of goods sold, marketing and selling expenses
attributable to the Product. Included in product contribution is an
allocation of certain general and administrative expenses estimated to
be attributable to the Product. These expenses have been allocated to
the Product by the Company based upon various factors which management
believes are reasonable.
No interest expense has been allocated to the product line.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION
Revenue is recognized when the Company's products are shipped to its
customers.
INVENTORIES
Inventories are valued at the lower of cost or market using the
first-in, first-out ("FIFO") method. Cost includes material, labor and
factory overhead. Market is net realizable value for finished goods.
For raw materials, market is replacement cost.
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<PAGE> 8
Inventories at July 31, 2000 consisted of the following:
Raw materials $366,550
Finished goods 469,833
--------
$836,383
========
PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are recorded at cost, less accumulated
depreciation. Expenditures for maintenance and repairs are charged to
expense as incurred. Depreciable assets are depreciated principally
using the straight-line method for financial reporting purposes over
the estimated useful lives of the related assets.
Depreciation expense was $81,000 and $121,000 in fiscal 1999 and 1998,
respectively.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
4. SALE OF PRODUCT LINE
On July 31, 2000, S2 Golf Inc. acquired all of the net assets of Nancy
Lopez Golf for $4.6 million in cash. Included in the sale is the
promotional agreement with Nancy Lopez.
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<PAGE> 9
2. The following unaudited financial statements are filed herewith as Part
2 of Item 7(a):
(a) Unaudited Statements of Net Sales and Product Contribution for
the Nine Months Ended June 30, 2000
(b) Notes to Unaudited Financial Statements
UNAUDITED STATEMENTS OF NET SALES AND PRODUCT CONTRIBUTION
FOR THE NINE MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
2000
(Unaudited)
----------
<S> <C>
NET SALES $3,976,000
COST OF SALES 2,173,000
----------
GROSS MARGIN 1,803,000
MARKETING EXPENSES 392,000
SELLING EXPENSES 699,000
GENERAL AND ADMINISTRATIVE EXPENSES 657,000
----------
1,748,000
----------
PRODUCT CONTRIBUTION $ 55,000
==========
</TABLE>
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<PAGE> 10
NOTES TO UNAUDITED FINANCIAL STATEMENTS
1. NATURE OF OPERATIONS
The Arnold Palmer Golf Company (the "Company") manufactures, markets
and distributes golf products, including the Nancy Lopez Golf product
line (the "Product"). The Product's principal market is the United
States. The Company owns, subject to certain exceptions, the exclusive
worldwide right to the Nancy Lopez trade name in connection with the
manufacture, sale and distribution of the Product. The Company sells
primarily to retailers and golf specialty stores and grants credit to
customers based on defined payment terms. The Company performs ongoing
credit evaluations and generally does not require collateral.
2. BASIS OF PRESENTATION
These financial statements set forth only the net sales and operational
expenses attributable to the Product and do not purport to represent
all the costs and expenses associated with a stand alone, separate
company. These financial statements have been prepared in accordance
with accounting principles generally accepted in the United States.
The statement of net sales and product contribution (loss) includes
amounts attributable to the manufacture, sale, promotion and
advertisement of the Product. Net sales include allowances for sales
returns and cash discounts. Product contribution (loss) represents net
sales less cost of goods sold, marketing and selling expenses
attributable to the Product. Included in product contribution is an
allocation of certain general and administrative expenses estimated to
be attributable to the Product. These expenses have been allocated to
the Product by the Company based upon various factors which management
believes are reasonable.
No interest expense has been allocated to the product line.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
REVENUE RECOGNITION
Revenue is recognized when the Company's products are shipped to its
customers.
DEPRECIATION EXPENSE
Depreciation expense was $225,000 in fiscal 2000.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.
4. SALE OF PRODUCT LINE
On July 31, 2000, S2 Golf Inc. acquired all of the net assets of Nancy
Lopez Golf for $4.6 million in cash. Included in the sale is the
promotional agreement with Nancy Lopez.
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<PAGE> 11
(b) Pro Forma Financial Information
On July 31, 2000, S2 Golf Inc. (the "Registrant") consummated its acquisition
of substantially all of the net assets of NancyLopezGolf(TM), a product line of
The Arnold Palmer Golf Company (the "Acquired Company"), subject to certain
adjustments as of the time of closing.
The unaudited pro forma financial statements provided herein are based on
assumptions that the Registrant believes to be reasonable (net of the estimated
replacement costs), factually supportable and directly attributable to the
acquisition. Such unaudited pro forma financial statements and accompanying
notes should be read in conjunction with the audited financial statements of the
Registrant and the related notes thereto that are included in the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999, its Quarterly
Reports on Form 10-Q and on Form 10-Q/A for the six months ended June 30, 2000,
and its Current Report on Form 8-K for the event dated July 31, 2000 as filed
with the Securities and Exchange Commission on August 14, 2000 and the Financial
Statements of the Acquired Company for the nine months ended June 30, 2000 and
the years ended September 30, 1999 and 1998 and the respective accompanying
notes thereto included in Item 7(a) of this Report.
The following pro forma financial data are not necessarily indicative of the
Registrant's results of operations that might have occurred had the transaction
been completed at the beginning of the periods specified, and do not purport to
represent what the Registrant's consolidated results of operations might be for
any future period.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
The Unaudited Pro Forma Consolidated Condensed Balance Sheet as of June 30, 2000
presented herein reflects the historical balance sheets of the Registrant and
the Acquired Company, adjusted to give effect to the acquisition of
substantially all of the net assets of the Acquired Company, as if the
acquisition had occurred at June 30, 2000. The Unaudited Pro Forma Consolidated
Condensed Balance Sheet combines the financial position of the Registrant as of
June 30, 2000 and the financial position of the Acquired Company as of July 31,
2000.
The Registrant has accounted for the acquisition as a purchase and all required
purchase accounting adjustments to record assets and liabilities at their
estimated fair values have been made based on the actual allocation price and
actual levels of the Acquired Company assets acquired and liabilities assumed on
the acquisition date. The acquisition price is subject to certain adjustments.
Any adjustment to the purchase price will affect the amount allocated to
intangible assets and will affect the amortization of intangibles in subsequent
periods.
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<PAGE> 12
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
The Unaudited Pro Forma Consolidated Condensed Statements of Operations for the
six months ended June 30, 2000 and the year ended December 31, 1999 presented
herein are based on the respective historical consolidated statements of
operations of the Registrant and of the Acquired Company, adjusted to give
effect to the acquisition of substantially all of the net assets of the Acquired
Company as if the acquisition had occurred on January 1, 1999. The unaudited Pro
Forma Consolidated Condensed Statement of Operations for the six months ended
June 30, 2000 and the year ended December 31, 1999 combines the results of
operations of the Registrant with the results of operations of the Acquired
Company.
The Unaudited Pro Forma Consolidated Condensed Statements of Operations do not
reflect certain additional cost savings and synergies that management of the
Registrant has identified related to areas such as vendor consolidation and
research and development costs.
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<PAGE> 13
S2 GOLF INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
JUNE 30, 2000
<TABLE>
<CAPTION>
Nancy Lopez
S2 Golf Inc. Golf
6/30/00 7/31/00 Adjustments (A) Total
------- ------- --------------- -----
ASSETS
Current Assets
<S> <C> <C> <C> <C>
Cash $ 150 $ 150
Accounts Receivable - Net 3,433,751 1,139,988 79,835 4,653,574
Inventories 2,886,917 836,383 150,043 3,873,343
Prepaid Expenses 41,759 16,667 33,333 91,759
Deferred Income Taxes 202,000 202,000
-----------------------------------------------------------------------
Total Current Assets 6,564,577 1,993,038 263,211 8,820,826
Plant and Equipment - Net 129,969 303,551 (273,595) 159,925
Non-Current Deferred Income Taxes 59,500 59,500
Goodwill 1,983,518 1,983,518
Other Assets 129,279 129,279
-----------------------------------------------------------------------
Total Assets $ 6,883,325 $ 2,296,589 $ 1,973,134 $ 11,153,048
=======================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Short term Borrowings $ 811,331 3,259,405 $ 4,070,736
Note Payable Current 300,000 300,000
Accounts Payable 664,876 65,834 730,710
Accrued Expenses 628,131 44,484 672,615
Other Current Liabilities 72,000 72,000
-----------------------------------------------------------------------
Total Current Liabilities 2,176,338 110,318 3,559,405 5,846,061
Note Payable Long Term 600,000 600,000
Non-Current Liabilities 44,177 44,177
-----------------------------------------------------------------------
Total Liabilities 2,220,515 110,318 4,159,405 6,490,238
-----------------------------------------------------------------------
Shareholders' Equity
Common Stock 22,201 22,201
Additional Paid in Capital 4,042,787 4,042,787
Retained Earnings 597,822 2,186,271 (2,186,271) 597,822
-----------------------------------------------------------------------
Total Shareholders' Equity 4,662,810 2,186,271 (2,186,271) 4,662,810
-----------------------------------------------------------------------
Total Liabilities and Shareholders' Equity $ 6,883,325 $ 2,296,589 $ 1,973,134 $ 11,153,048
=======================================================================
</TABLE>
See accompanying notes to unaudited pro forma consolidated
condensed balance sheet.
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<PAGE> 14
A. NOTES TO PRO FORMA CONSOLIDATED CONDENSED BALANCE SHEET
On July 31, 2000, S2 Golf Inc. (the "Registrant") acquired from The Arnold
Palmer Golf Company (the "Company") substantially all of the net assets of its
Nancy Lopez Golf division, for a cash purchase price of $ 4,633,333 (the
"Purchase Price"). The Purchase Price was a function of projected sales volume,
with a post-closing adjustment to be based on (i) changes in the net asset value
between April 29, 2000 and the closing date and (ii) realization of accounts
receivable in the first six months after the closing. On the closing date the
Registrant paid $ 3,000,000 of the Purchase Price to the Company, using the
principal amount of a $ 900,000 term loan extended to the Registrant by PNC Bank
(the "Bank") together with funds available under the Registrant's existing
revolving line of credit with the Bank. On August 10, the Registrant, using
funds available to it under an amendment to its existing revolving line of
credit with the Bank, deposited $ 150,000 of the Purchase Price into escrow
pending the final determination of the purchase price adjustment and paid to the
Company $ 976,072, representing the remaining balance of the Purchase Price
adjusted pursuant to a mutual agreement of the parties in anticipation of the
post-closing purchase price adjustment.
Calculation of Acquisition Cost:
Purchase Price before adjustment $ 4,633,333
Less adjustment of changes in net asset value (473,928)
-----------
Purchase price at closing, July 31, 2000 $ 4,159,405
Less Net Assets Acquired (2,175,887)
-----------
Excess cost over fair value $ 1,983,518
===========
Allocation of purchase price:
Account Receivable $ 1,219,823
Inventory 986,426
Prepaid Expenses 50,000
Property, plant and equipment 29,956
Account Payable (65,834)
Accrued Liabilities (44,484)
Goodwill 1,983,518
-----------
$ 4,159,405
===========
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<PAGE> 15
S2 GOLF INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR SIX MONTHS ENDED JUNE 30, 2000
<TABLE>
<CAPTION>
Nancy Lopez
S2 Golf Inc. Golf
6/30/00 6/30/00 Adjustments Total
------- ------- ----------- -----
(Unaudited) (Unaudited)
----------- -----------
<S> <C> <C> <C> <C>
Net Sales $ 6,792,046 $ 3,153,000 $ 9,945,046
Cost of Goods Sold 4,386,886 1,716,000 6,102,886
---------------------------------------------------- -------------------
Gross Profit 2,405,160 1,437,000 - 3,842,160
---------------------------------------------------- -------------------
Operating Expenses:
Selling 994,189 865,000 1,859,189
General & Administrative 682,016 446,000 99,176 B 1,227,192
---------------------------------------------------- -------------------
Total Operating Expenses 1,676,205 1,311,000 99,176 3,086,381
Operating Income
---------------------------------------------------- -------------------
728,955 126,000 (99,176) 755,779
---------------------------------------------------- -------------------
Other Income (Expense)
Interest Expense (57,299) (197,500) C (254,799)
Other (46) (46)
---------------------------------------------------- -------------------
Other - Net (57,345) - (197,500) (254,845)
---------------------------------------------------- -------------------
Income Before Income Taxes 671,610 126,000 (296,676) 500,934
Provision for Income Taxes 268,868 (68,270) D 200,598
---------------------------------------------------- -------------------
Net Income $ 402,742 $ 126,000 $ (228,406) $ 300,336
==================================================== ===================
Earnings per Common Share - Basic 0.18 0.14
- Diluted 0.18 0.13
Weighted Average Number of Common Shares Outstanding -
Basic 2,220,113 2,220,113
Diluted 2,275,221 2,275,221
</TABLE>
See accompanying notes to unaudited pro forma consolidated condensed
financial statements.
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<PAGE> 16
S2 GOLF INC.
UNAUDITED PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
Nancy Lopez
S2 Golf Inc. Golf
12/31/99 09/30/99 Adjustments Total
-------- -------- ----------- -----
<S> <C> <C> <C> <C> <C>
Net Sales $ 11,003,556 $ 3,971,000 $14,974,556
Cost of Goods Sold 7,428,130 2,626,000 150,043 A 10,204,173
-------------------------------------------------------- ------------------
Gross Profit 3,575,426 1,345,000 (150,043) 4,770,383
-------------------------------------------------------- ------------------
Operating Expenses:
Selling 1,641,744 1,251,000 2,892,744
General & Administrative 1,302,325 1,153,000 198,352 B 2,653,677
-------------------------------------------------------- ------------------
Total Operating Expenses 2,944,069 2,404,000 198,352 5,546,421
-------------------------------------------------------- ------------------
Operating Income/(Loss) 631,357 (1,059,000) (348,395) (776,038)
-------------------------------------------------------- ------------------
Other Income (Expense)
Interest Expense (158,892) (395,000) C (553,892)
Other Income 562 562
-------------------------------------------------------- ------------------
Other - Net (158,330) - (395,000) (553,330)
-------------------------------------------------------- ------------------
Income/(Loss) Before Income Taxes 473,027 (1,059,000) (743,395) (1,329,368)
Provision (Benefit) for Income Taxes 166,901 (720,958) D (554,057)
-------------------------------------------------------- ------------------
Net Income/(Loss) $ 306,126 $ (1,059,000) $ (22,437) $ (775,311)
======================================================== ==================
Earnings per Share - Basic 0.14 (0.35)
- Diluted 0.14 (0.35)
Weighted Average Number of Shares Outstanding -
Basic 2,219,700 2,219,700
Diluted 2,263,876 2,219,700
</TABLE>
See accompanying notes to unaudited pro forma consolidated condensed
financial statements.
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<PAGE> 17
NOTES TO PRO FORMA CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
A. Reflects additional cost of goods sold from the sale of inventory which
incurred a step up basis to fair value under purchase accounting.
B. Reflects the Amortization of Goodwill over its estimated useful life of 10
years.
C. Interest expense on debt incurred to acquire Nancy Lopez Golf; A 3 year, $
900,000 term loan carrying an interest rate of prime plus 1.5% and a
Revolving Line of Credit with an interest rate of prime plus .25%. If the
interest rates changed by 1/8% there will be an immaterial effect on net
income.
D. Reflects increased tax benefit based on Contribution/(Loss of Nancy Lopez
Golf) and other adjustments, assuming a tax rate of 40%.
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<PAGE> 18
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
S2 GOLF INC.
Date: 9/28/00 /s/ Douglas A. Buffington
-------------------------
By: Douglas A. Buffington
President and Chief
Operating Officer
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