<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 6, 2000
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 South, Three
Gateway Center, Pittsburgh, Pennsylvania 15222, on June 6, 2000, 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 April 20, 2000,
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 6, 2000
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 6, 2000
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 South, Three Gateway Center, Pittsburgh, Pennsylvania 15222, on
June 6, 2000, 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 6, 2000.
SHARES OUTSTANDING, VOTING RIGHTS AND VOTE REQUIRED
Only shareholders of record at the close of business on April 20, 2000 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 2,220,113 shares were outstanding as of the close of business on April
20, 2000. 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 2001 Annual
Meeting of Shareholders. All nominees currently serve as directors of the
Company. Ages are given as of April 20, 2000.
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, 44, 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, 51, 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, 59, 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 of Anthony &
Sylvan Pools Corporation, an installer of concrete inground swimming pools.
Fredrick B. Ziesenheim, 73, 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 1999, the Board of Directors held two meetings and acted four times
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 1999. 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 1999.
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 April 20, 2000.
Randy A. Hamill, age 44, 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, 1999, 1998 and 1997, 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
ANNUAL COMPENSATION COMPENSATION
---------------------------------------- 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, 1999 $ 0 $ 0 $ 0 10,000(6) $ 0
Chief Executive Office 1998 $ 0 $ 0 $ 0 7,500(7) $ 0
1997 $ 0 $ 0 $ 0 50,000(5) $ 0
Douglas A. Buffington, 1999 $149,808 $24,375(1) $19,389(4) 14,375(6) $975(8)
President 1998 $137,362 $ 7,500(2) $19,992(4) 7,500(7) $975(8)
1997 $126,942 $31,250(3) $19,387(4) 0 $975(8)
Randy A. Hamill, 1999 $100,000 $ 6,250(1) $ 0 6,250(6) $ 0
Senior Vice President 1998 $ 99,337 $ 4,375(2) $ 0 4,375(7) $ 0
1997 $ 96,688 $20,000(3) $ 0 44,267 $ 0
</TABLE>
- ---------------
(1) Bonus earned in 1999, paid in 2000.
(2) Bonus earned in 1998, paid in 1999.
(3) Bonus earned in 1997, paid in 1998.
(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
to be, as was intended, a grant of an option to purchase 50,000 shares of
Common Stock to each of Mr. Ross and Mr. Maurer.
(6) Awarded for 1999 services, granted in 2000.
(7) Awarded for 1998 services, granted in 1999.
(8) 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 information pertaining to stock options
granted to the Named Executives in 1999.
1999 OPTION GRANTS
<TABLE>
<CAPTION>
NUMBER OF % OF TOTAL
SECURITIES OPTIONS GRANTED EXERCISE OR
UNDERLYING TO EMPLOYEES BASE PRICE EXPIRATION
NAME OPTIONS GRANTED IN 1999 $/SH DATE
---- --------------- --------------- ----------- ----------
<S> <C> <C> <C> <C>
Robert L. Ross....................... 7,500(1) 38.7% $2.3125 4/15/09(3)
Douglas A. Buffington................ 7,500(1) 38.7% $3.00(2) 1/3/09(4)
Randy A. Hamill...................... 4,375(1) 22.6% $3.00(2) 1/3/09(4)
</TABLE>
- ---------------
(1) Immediately exercisable.
(2) Upon certain changes in control, exercise price becomes $0.01.
(3) If employment terminates on or before 4/15/09, option expires 3 months after
such termination.
(4) If employment terminates on or before 1/3/09, option expires 3 months after
such termination.
4
<PAGE> 7
The following table sets forth certain information pertaining to stock
options held by the Named Executives as of December 31, 1999. No options were
exercised by the Named Executives in 1999.
1999 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........................... 57,500 0 $ 0 0
Douglas A. Buffington.................... 51,000 0 $17,719 0
Randy A. Hamill.......................... 48,642 0 $44,267 0
</TABLE>
- ---------------
(1) Calculated on the basis of the fair market value of the Common Stock of
$1.9375 per share on December 31, 1999 less exercise price.
TRANSACTIONS WITH MANAGEMENT AND DIRECTORS
EMPLOYMENT AGREEMENTS
The Company entered into a new employment agreement with Douglas A.
Buffington effective January 1, 1998 and terminating on December 31, 2002 unless
terminated sooner as provided in the agreement. Mr. Buffington's base annual
salary under the agreement was $137,500 for 1998 and is $150,000 for each year
thereafter. An incentive cash bonus and stock option program are incorporated
into the agreement. 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 that 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, 1999, Richard M. Maurer and
Robert L. Ross provided the Company with employee services. On March 9, 2000 the
Board awarded to each of Mr. Maurer and Mr. Ross an option to purchase 10,000
shares of common stock, as compensation for their 1999 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, 1999 and 1998, 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 Vice Chairman and a
director, to represent the Company in various intellectual property matters.
During the fiscal year ended December 31, 1999 and 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 in
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 April 20, 2000 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...................................... 1,491,896 65.2%
Robert L. Ross(4)
Three Gateway Center
Pittsburgh, PA 15222...................................... 1,473,596 64.4%
Mary Ann Jorgenson
4900 Key Tower
127 Public Square
Cleveland, OH 44114....................................... 10,465 *
Frederick B. Ziesenheim
700 Koppers Building
436 7th Avenue
Pittsburgh, PA 15219...................................... 10,948 *
Douglas A. Buffington
18 Gloria Lane
Fairfield, NJ 07004....................................... 67,375 3.0%
Randy A. Hamill(5)
18 Gloria Lane
Fairfield, NJ 07004....................................... 71,142 3.1%
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)................................. 1,726,326 69.8%
</TABLE>
- ---------------
* Less than one percent.
(1) The numbers shown include shares covered by options that are currently
exercisable as of April 20, 2000. The numbers and percentages of shares
owned assume that such outstanding options had been exercised as follows: L.
R. Jeffrey, Jr. -- 250,000, Richard M. Maurer -- 67,500, Robert L.
Ross -- 67,500, Douglas A. Buffington -- 63,017, Randy A. Hamill -- 54,892
and all directors and executive officers as a group -- 240,267.
6
<PAGE> 9
(2) Does not include 730 shares owned by various members of Mr. Jeffrey's family
with respect to which shares he disclaims any beneficial ownership.
(3) Includes 25,300 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 and 1,399,096 shares owned directly by Wesmar Partners with
respect to which he shares voting and investment power and 67,500 shares
underlying the options 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, and the managing
general partner of Wesmar Partners.
(4) Includes 1,399,096 shares owned directly by Wesmar Partners and 67,500
options underlying the options held 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 certain shares owned by various members of Mr. Hamill's
family with respect to which shares Mr. Hamill disclaims any beneficial
ownership. Includes 2,000 shares owned by Mr. Hamill's spouse.
(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, 5 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 1999 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
1999.
INDEPENDENT PUBLIC ACCOUNTANTS
Rothstein, Kass & Company, P.C. served as independent accountants and
auditors of the Company for the fiscal year ended December 31, 1999, and has
been selected to provide independent accounting and audit services to the
Company during the current fiscal year. A representative of Rothstein, Kass &
Company, P.C. 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.
The Audit Committee of the Company's Board of Directors voted on June 24,
1999 to approve the dismissal of Deloitte & Touche LLP as the Company's
independent accounts, and on June 28, 1999, the Company dismissed Deloitte &
Touche LLP as the Company's independent accountants. Deloitte & Touche LLP's
report on the Company's financial statements in each of the fiscal years ended
December 31, 1997 and December 31, 1998 did not contain an adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope, or accounting principles.
During the Company's fiscal years ended December 31, 1997 and December 31,
1998 and during the full and partial subsequent interim periods beginning on
January 1, 1999 and ending on June 24, 1999, the Company and Deloitte & Touche
LLP did not have any disagreements on any matter of accounting principles or
practices, financial statement disclosures, or auditing scope or procedures.
7
<PAGE> 10
On June 24, 1999, the Audit Committee of the Board of Directors of the
Company voted to approve the appointment of Rothstein, Kass & Company, P.C. to
serve as the principal accountants to audit the Company's financial statements,
and on June 29, 1999, the Company engaged Rothstein, Kass & Company, P.C. to
provide such services.
ADDITIONAL INFORMATION
The Company has enclosed its Annual Report for the year ended December 31,
1999 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 2001 ANNUAL MEETING
Proposals of shareholders intended to be presented at the 2001 Annual
Meeting of Shareholders must be received by the Company, 18 Gloria Lane,
Fairfield, New Jersey 07004, no later than January 6, 2001 in order to be
included in the proxy materials for that meeting. Proposals submitted after
January 6, 2001 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 2001 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 6, 2000
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 6, 2000, 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:___________________ , 2000
--------------------------------
Signature
--------------------------------
Signature, if held jointly
PLEASE MARK, SIGN, DATE, AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
