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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a), AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13-d-2(a)
S2 Golf Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
784850 30 7
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(CUSIP Number)
James E. Jones
3803 Corporex Park Drive
Suite 400
Tampa, Florida 33619
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 29, 2000
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 6 pages)
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CUSIP No. 784850 30 7 PAGE 2 OF 6
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(1) Names Of Reporting Person:
James E. Jones
I.R.S. Identification No. of Above Person (entity only)
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(2) Check the Appropriate Box if a Member of a Group* (a) [ ]
(b) [ ]
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(3) SEC use only
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(4) Source of Funds*
OO
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(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
United States Citizen
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(7) Sole Voting Power
Number of 775,000
shares --------------------------------------------------------
beneficially (8) Shared voting power
owned by -0-
each --------------------------------------------------------
Reporting (9) Sole dispositive power
Person with 775,000
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(10) Shared dispositive power
-0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
775,000
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(12) Check box if the Aggregate Amount in Row (11) Excludes Certain
Shares* [ ]
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(13) Percent of Class Represented by Amount in Row (11)
24.1%*
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(14) Type of Reporting Person
IN
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* Based on 2,221,053 shares outstanding as of September 29, 2000 plus 1,000,000
shares issued on December 29, 2000 in connection with the Merger described in
Item 3 below.
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CUSIP No. 784850 30 7 Page 3 of 6
Item 1. Security and Issuer. This Schedule 13D relates to the Common
Stock (the "Common Stock") of S2 Golf Inc., a New Jersey corporation (the
"Issuer") whose principal executive offices are located at 18 Gloria Lane,
Fairfield, New Jersey 07004.
Item 2. Identity and Background.
Information with respect to James E. Jones:
Item 2(a) This Schedule 13D is being filed by James E. Jones
(sometimes referred to as the "Reporting Person")
Item 2(b) The address of the Reporting Person is as follows:
3803 Corporex Park Drive, Suite 400, Tampa, Florida
33619
Item 2(c) The Reporting Person is a director of the Issuer,
President of S2 Golf Acquisition Corp. d/b/a Lady
Fairway, a wholly-owned subsidiary of the Issuer ("S2
Acquisition" or "Lady Fairway"), and Vice President
of Marketing for the Issuer. Lady Fairway is a
supplier of women's golf shoes and golf-related
accessories. Lady Fairway is located at 3803 Corporex
Park Drive, Suite 400, Tampa, Florida 33619.
Item 2(d) During the last five years the Reporting Person has
not been convicted in a criminal proceeding
(excluding traffic violations or similar
misdemeanors).
Item 2(e) During the last five years the Reporting Person has
not been a party to a civil proceeding before a
judicial or administrative body of competent
jurisdiction that resulted in the Reporting Person
being subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with respect
to such laws.
Item 2(f) Citizenship: United States.
Item 3. Source and Amount of Funds or Other Consideration.
On September 22, 2000, the Issuer entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") with its newly formed,
wholly-owned subsidiary, S2 Acquisition, a New Jersey corporation,
Ladies Golf Equipment Company, Inc. a Florida corporation ("Ladies
Golf"), and the shareholders of Ladies Golf. A copy of the Merger
Agreement was filed on October 13, 2000 by the Issuer with the
Securities and Exchange Commission as Annex A to the Issuer's
Registration Statement on Form S-4 and is incorporated by reference as
Exhibit 1 to this Proxy Statement. Pursuant to the Merger Agreement,
Ladies Golf merged with and into S2 Acquisition (the "Merger"), the
shareholders of Ladies Golf received shares of Common Stock in exchange
for their shares of Ladies Golf common stock, and Ladies Golf became a
wholly-owned subsidiary of the Issuer. The Merger closed on December
29, 2000 and was effective on December 31, 2000. A total of 1,000,000
shares of Common Stock were issued to the Shareholders of Ladies Golf
in connection with the Merger (the "Merger Shares"). Pursuant to the
Merger Agreement, 75,000 Merger Shares (the "Escrowed Shares") were
deposited into an escrow account. A copy of the escrow agreement
governing the Escrowed Shares (the "Escrow Agreement") is included as
Exhibit 2 to this Schedule 13D and the Escrow Agreement is described in
Item 6 below.
The Reporting Person is a former shareholder of Ladies Golf. Pursuant
to the Merger Agreement, the Reporting Person received 775,000 Merger
Shares, of which 63,750 shares
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CUSIP No. 784850 30 7 Page 4 of 6
are Escrowed Shares. All of the Reporting Person's shares of Common
Stock were received in connection with the Merger.
Item 4. Purpose of Transaction.
As described in Item 3 above, the shares of Common Stock reported in
this Schedule 13D were acquired by the Reporting Person in the Merger.
The Reporting Person acquired his shares of the Issuer's Common Stock
for investment purposes and does not have any present plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer, or the disposition of such securities, however, the
Reporting Person may directly or indirectly make gifts to
Brian Christopher and/or members of Mr. Christopher's family;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation involving the Issuer or any of
its subsidiaries;
(c) A sale or transfer of a material amount of assets of the
Issuer or of any of its subsidiaries;
(d) Any change in the board of directors or management of the
Issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
board, other than the election, pursuant to the Merger
Agreement, of the Reporting Person to the offices of director
and Vice President of the Issuer and President of S2
Acquisition;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or
corporate structure;
(g) Changes in the Issuer's charter, bylaws or instruments
corresponding to such charter, or other actions which may
impede the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of
a registered national securities association;
(i) A class of equity securities of the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Notwithstanding the above, the Reporting Person intends to continue to
review and evaluate his investment in the Issuer on the basis of
various factors, including the Issuer's business, results of
operations, financial condition and future prospects, other investment
conditions in the securities markets, general economic and industry
conditions and individual tax, liquidity, and other investment
considerations. Based upon such review, the Reporting Person may take
such action as he deems appropriate in light of the circumstances
existing from time to time. In this connection, the Reporting Person
may, subject to such factors as he deems relevant, purchase or
otherwise acquire additional shares of Common Stock from time to time
in the open market, in privately negotiated transactions, by exercise
of stock options that may be acquired in the future, or otherwise; or
sell or otherwise dispose of such shares beneficially owned, whether
now or in the future, from time to time in the open market, in
privately negotiated transactions to one or more purchasers, or
otherwise. In addition, in connection with the Merger, the Reporting
Person became the President of S2 Acquisition, the wholly-owned
subsidiary of the Issuer that is the survivor of the Merger described
in Item 3 above, a director of the Issuer, and Vice President of
Marketing for the
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CUSIP No. 784850 30 7 Page 5 of 6
Issuer. As such, the Reporting Person may participate, from time to
time, in the consideration of possible actions or transactions
involving the Issuer, some of which may, in whole or in part, relate to
or result in one or more of the actions enumerated above. Finally,
based upon his continuing review and evaluation of his investment in
the Common Stock, the Reporting Person may, in the future, elect to
take actions which may have the purpose of influencing and controlling
the direction of the management and policies of the Issuer.
Item 5. Interest in Securities of the Issuer.
Item 5(a) The Reporting Person may be deemed to be the
beneficial owner of 775,000 shares of Common Stock,
representing approximately 24.1% of the outstanding
shares of Common Stock (computed on the basis of
2,221,053 shares outstanding on September 29, 2000,
as reported on the latest Form 10-Q filed by the
Issuer, plus 1,000,000 shares issued in connection
with the Merger described in Item 3 above).
Item 5(b) The Reporting Person has the sole power to direct the
vote of the 775,000 shares of Common Stock that may
be deemed to be beneficially owned by him. The
Reporting Person has the sole power to dispose the
775,000 shares of Common Stock that may be deemed to
be beneficially owned by him.
Item 5(c) Except as described in Item 3 above, the Reporting
Person has not effected any transactions in the
Common Stock during the last sixty days.
Item 5(d) Not applicable.
Item 5(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
In accordance with the Merger Agreement and the Escrow Agreement, the
Escrowed Shares that were otherwise issuable to the Reporting Person
pursuant to the Merger Agreement were delivered in escrow by the Issuer
to Key Trust Company of Ohio, N.A., as escrow agent, in order to secure
any post-closing adjustment to the Merger consideration required under
the Merger Agreement (the "Escrow"). As a result, 63,750 shares of
Common Stock that may be deemed to be beneficially owned by the
Reporting Person were deposited into the Escrow. The Escrowed Shares
will be released from the Escrow no later than December 29, 2001,
except that, in the event of a bona fide dispute of the Merger
consideration adjustment, only Escrowed Shares that are not in dispute
will be released from Escrow no later than December 29, 2001. The
Escrowed Shares may be released, in whole or in part, either to the
Issuer or to the Reporting Person.
The Reporting Person and the Issuer entered into a letter agreement on
December 26, 2000 (the "Rule 145 Letter") pursuant to which the
Reporting Person agreed not to dispose of any shares of the Common
Stock received by him as a result of the Merger unless such disposition
is in accordance with the provisions of Rule 145 of the Securities Act
of 1933, as amended. A copy of the Rule 145 Letter described in this
Item 6 is included as Exhibit 3 to this Schedule 13D.
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CUSIP No. 784850 30 7 Page 6 of 6
Item 7. Material to be Filed as Exhibits.
Exhibit 1. Merger Agreement incorporated by reference to the
Issuer's Registration Statement on Form S-4 filed
with the Securities and Exchange Commission on
October 13, 2000.
Exhibit 2. Escrow Agreement dated as of December 29, 2000 among
the Issuer, S2 Acquisition, Ladies Golf, the
Reporting Person, Brian Christopher, and Key Trust
Company of Ohio, N.A.
Exhibit 3. Rule 145 Letter dated December 26, 2000.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 8, 2001
/s/ James E. Jones
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James E. Jones
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name of and any title of each person who signs the statement shall be typed
or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (See 18 U.S.C. 1001).
