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FORM 8-K
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 or Registrant as Specified in its Charter)
New Jersey 0-14146 22-2388568
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) 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)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On July 31, 2000, S2 Golf Inc. (the "Company") acquired from The Arnold Palmer
Golf Company (the "Seller") substantially all of the net assets of its
NancyLopezGolf(TM) 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 on accounts
receivable in the first six months after closing. On the closing date the
Company paid $3,000,000 of the Purchase Price to the Seller, using the principal
amount of a $900,000 term loan extended to the Company by PNC Bank (the "Bank")
together with funds available under the Company's existing revolving line of
credit with the Bank. On August 10, the Company, 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 Seller $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.
The acquired assets comprise intellectual property, accounts receivable,
inventory of golf equipment and manufacturing and other physical equipment used
by the Seller in the manufacture and sale of golf clubs and other golf
equipment. The Company intends to use all equipment and physical property
acquired to continue manufacturing and distributing the NancyLopezGolf(TM)
equipment line.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements required under this Item 7 are not filed with this
initial report on Form 8-K and will instead be filed not later than 60 days
following the date on which this Form 8-K must be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required under this Item 7 is not filed with
this initial report on Form 8-K and will instead be filed not later than 60 days
following the date on which this Form 8-K must be filed.
(c) Exhibits.
2.0 Asset Purchase Agreement dated July 31, 2000 among the Company, APGC
Holdings Company, LLC and the Seller.
The Company agrees that it shall, upon request, furnish to the
Securities and Exchange Commission a copy of any disclosure schedule to
the Agreement that is not filed with Exhibit 2.0.
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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: 8/11/00 /s/ Douglas A. Buffington
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By: Douglas A. Buffington
President and Chief
Operating Officer
