<PAGE> 1
As filed with the Securities and Exchange Commission on May 15, 1997
Registration No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
--------------------------------
SPORT SUPPLY GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2241783
------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1901 DIPLOMAT DRIVE
FARMERS BRANCH, TEXAS 75234
(972) 484-9484
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
--------------------------------
SPORT SUPPLY GROUP, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
(Full title of Plan)
--------------------------------
TERRENCE M. BABILLA
GENERAL COUNSEL
SPORT SUPPLY GROUP, INC.
1901 DIPLOMAT DRIVE
FARMERS BRANCH, TEXAS 75234
(972) 484-9484
(NAME, ADDRESS AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
TITLE OF EACH CLASS AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) FEE
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 675,000 $6.125 $4,134,375 $1,253
$.01 par value
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
there are also being registered such additional shares of Common Stock
as may become issuable pursuant to the antidilution provisions of the
Amended and Restated Stock Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee
on the basis of the average of the high and low prices paid for a
share of Sport Supply Group, Inc. Common Stock on May 13, 1997, as
reported on the New York Stock Exchange, all in accordance with Rule
457(h) promulgated under the Securities Act of 1933, as amended.
<PAGE> 2
INCORPORATION BY REFERENCE
The contents of the Registrant's Registration Statements on Form S-8
Nos. 33-42056, 33-48514 and 33-80028, including all exhibits attached thereto,
are incorporated by reference in this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Farmers Branch, State of Texas, on May 14,
1997.
SPORT SUPPLY GROUP, INC.
By: /s/ Peter S. Blumenfeld
---------------------------
Peter S. Blumenfeld,
President and
Chief Operating Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints Peter S. Blumenfeld and John P. Walker, and each of them, his true and
lawful attorneys-in-fact and agents with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite and necessary to be done, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or any of them or his or
their substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
2
<PAGE> 3
Pursuant to the requirements of the Securities Act, this Registration
Statement was signed on May 14, 1997, by the following persons in the
capacities indicated.
Signature Title
- --------- -----
/s/ Geoffrey P. Jurick Chairman of the Board and
- ------------------------------------ Chief Executive Officer (Principal
Geoffrey P. Jurick Executive Officer)
/s/ Peter S. Blumenfeld Director
- ------------------------------------
Peter S. Blumenfeld
/s/ John P. Walker Executive Vice-President, Chief
- ------------------------------------ Financial Officer and Director
John P. Walker (Principal Financial Officer
and Principal Accounting Officer)
/s/ Eugene I. Davis Director
- ------------------------------------
Eugene I. Davis
/s/ Johnson C. S. Ko Director
- ------------------------------------
Johnson C. S. Ko
/s/ Peter G. Bunger Director
- ------------------------------------
Peter G. Bunger
/s/ Dr. Thomas P. Treichler Director
- ------------------------------------
Dr. Thomas P. Treichler
3
<PAGE> 4
INDEX TO EXHIBITS
EXHIBIT
NUMBER EXHIBIT
- ------ -------
* 4.1 Sport Supply Group, Inc. Amended and Restated Stock Option Plan.
* 5.1 Opinion of Terrence M. Babilla.
* 23.1 Consent of Terrence M. Babilla (contained in Exhibit 5).
* 23.2 Consent of Independent Public Accountants.
* 24 Power of Attorney (Set forth on Page 2 and 3 hereof).
* Filed herewith.
4
<PAGE> 1
EXHIBIT 4.1
SPORT SUPPLY GROUP, INC.
AMENDED AND RESTATED STOCK OPTION PLAN
<PAGE> 2
SPORT SUPPLY GROUP, INC.
AMENDED AND RESTATED
STOCK OPTION PLAN
1. PURPOSE
The purpose of the Sport Supply Group, Inc. Amended and Restated Stock
Option Plan (hereinafter called the "Plan") is to advance the interests of
Sport Supply Group, Inc. (hereinafter called the "Company") by strengthening
the ability of the Company to attract and retain key personnel of high caliber
through encouraging a sense of proprietorship by means of stock ownership.
Certain options granted under this Plan are intended to qualify as
"incentive stock options" pursuant to Section 422 of the Internal Revenue Code
of 1986, as amended (the "Code"), while certain other options granted under the
Plan will constitute nonqualified options.
2. DEFINITIONS
As used in this Plan, and in any Option Agreement, as hereinafter
defined, the following terms shall have the following meanings, unless the
context otherwise requires:
(a) "Common Stock" shall mean the Common Stock of the Company, par
value $.01 per share.
(b) "Date of Grant" shall mean the date on which a stock option is
granted pursuant to this Plan.
(c) "Non-Employee Director" shall mean an individual who is a
"non-employee director" within the meaning set forth in Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and also an
"outside director" within the meaning of Treasury Regulation Section
1.162-27(e)(3).
(d) "Fair Market Value" shall mean the closing sale price (or average
of the quoted closing bid and asked prices if there is no closing sale price
reported) of the Common Stock on the date specified as reported by NASDAQ or by
the principal national stock exchange on which the Common Stock is then listed.
If there is no reported price information for such date, the Fair Market Value
will be determined by the reported price information for Common Stock on the
day nearest preceding such date.
(e) "Optionee" shall mean the person to whom an option is granted
under the Plan or who has obtained the right to exercise an option in
accordance with the provisions of the Plan.
(f) "Subsidiary" shall mean any now existing or hereinafter organized
or acquired corporation of which more than fifty percent (50%) of the issued
and outstanding voting stock is owned or controlled directly or indirectly by
the Company or through one or more Subsidiaries of the Company.
3. SHARES SUBJECT TO THE PLAN
Subject to the provisions of Section 9 of this Plan, the aggregate
amount of Common Stock for which options may be granted under this Plan shall
not exceed 2,000,000 shares of Common Stock. The number of shares of Common
Stock subject to awards granted to any single Optionee shall not exceed
1
<PAGE> 3
the number set forth in the immediately preceding sentence, as such number may
be amended from time to time. Such shares may be authorized and previously
unissued shares or previously issued shares that have been reacquired by the
Company. Any shares subject to unexercised portions of options granted under
this Plan which shall have terminated, been canceled, or expired may again be
subject to options under this Plan.
4. ADMINISTRATION
(a) The Plan shall be administered by the Board of Directors or, at
the option of the Board of Directors, by a committee of two or more
Non-Employee Directors appointed by the Board of Directors of the Company (the
group responsible for administering the Plan is referred to herein as the
"Committee"). Options may be granted under this Section 4(a) only if (i) the
transaction is approved by the Board of Directors or by the unanimous agreement
of the members of the Committee or (ii) the transaction is approved or
ratified, in compliance with Section 14 of the Exchange Act, by either (A) the
affirmative votes of the holders of a majority of the securities of the Company
present, or represented, and entitled to vote at a meeting duly held in
accordance with the applicable laws of the Company's state of incorporation or
(B) the written consent of the holders of a majority of the securities of the
Company entitled to vote, provided that such ratification occurs no later than
the date of the Company's first annual meeting of stockholders following the
date of grant. The Committee may create a subcommittee for purposes of making
grants to officers, directors and consultants if the Committee would otherwise
not qualify for making such grants under Rule 16b-3 of the Exchange Act or
Section 162(m) of the Code. References herein to the "Committee" shall include
any such subcommittee. Stock option agreements ("Option Agreements"), in the
forms as approved by the Committee, and containing such terms and conditions
not inconsistent with the provisions of this Plan as shall have been determined
by the Committee, may be executed on behalf of the Company by the Chairman of
the Board, the Chief Executive Officer, the President or any Vice President of
the Company. Except with respect to Section 4(b) of this Plan, the Committee
shall have complete authority to construe, interpret and administer the
provisions of the Plan and the provisions of the Option Agreements granted
hereunder; to prescribe, amend and rescind rules and regulations pertaining to
the Plan; and to make all other determinations necessary or deemed advisable in
the administration of the Plan. The determinations, interpretations and
constructions made by the Committee shall be final and conclusive.
(b) Members of the Committee shall be specified by the Board of
Directors, and shall consist solely of Non-Employee Directors. On the date
Non-Employee Directors are elected to the Board of Directors and on each
subsequent anniversary of such date that a Non-Employee Director serves as a
member of the Board of Directors, such Non-Employee Director shall
automatically be granted nonqualified options to purchase 3,125 shares of
Common Stock.
5. ELIGIBILITY
Incentive stock options to purchase Common Stock may be granted under
Section 4(a) of the Plan to such key employees of the Company or its
Subsidiaries (including any director who is also a key employee of the Company
or one of its Subsidiaries) as shall be determined by the Committee.
Nonqualified stock options to purchase Common Stock may be granted under
Section 4(a) of the Plan to such key employees or directors of, or consultants
to, the Company or its Subsidiaries as shall be determined by the Committee.
Which persons are to be granted options under Section 4(a) of the Plan, the
number of options, the number of shares subject to each option, the exercise
price or prices of each option, the vesting and exercise period of each option,
whether an option may be exercised as to less than all of the Common Stock
subject thereto, and such other terms and conditions of each option, if any, as
are not inconsistent with the provisions of this Plan shall be determined on
the Date of Grant in accordance with Section 4(a) of this Plan. Notwithstanding
any provision of this Plan to the contrary,
2
<PAGE> 4
unless the stockholders of the Company approve the Plan at the first annual
stockholders' meeting held in 1997: (a) no incentive stock option or
nonqualified stock option may be granted to a "covered employee" (within the
meaning of Section 162(m)(3) of the Code) on or after the date of such meeting,
and (b) no incentive stock option or nonqualified stock option granted on or
after the date of such meeting may be exercised during any year in which the
Optionee is a "covered employee." In connection with the granting of incentive
stock options, the aggregate Fair Market Value (determined at the Date of Grant
of an incentive stock option) of the shares with respect to which incentive
stock options are exercisable for the first time by an Optionee during any
calendar year (under all such plans of the Optionee's employer corporation and
its parent and subsidiary corporations as defined in Section 424 of the Code)
shall not exceed $100,000 or such other amount as from time to time provided in
ss.422(d) of the Code or any successor provision.
6. EXERCISE PRICE
The purchase price or prices for Common Stock subject to an option
(the "Exercise Price") granted pursuant to Section 4(a) of the Plan shall be
determined at the Date of Grant; provided, however, that (a) the Exercise Price
for any option shall not be less than 100% of the Fair Market Value of the
Common Stock at the Date of Grant, and (b) if the Optionee owns more than 10
percent of the total combined voting power of all classes of stock of the
Company or its parent or any of its subsidiaries, as more fully described in
ss.422(b)(6) of the Code or any successor provision (such stockholder is
referred to herein as a "10-Percent Stockholder"), the Exercise Price for any
incentive stock option granted to such Optionee shall not be less than 110% of
the Fair Market Value of the Common Stock at the Date of Grant. Notwithstanding
the foregoing, nothing contained herein shall prohibit the Board of Directors
or the Committee, in the sound exercise of business judgment, from canceling
outstanding options that were previously issued pursuant to Section 4(a) of the
Plan and reissuing new options at a lower Exercise Price in the event that the
Fair Market Value per share of Common Stock at any time prior to the date of
exercise falls below the Exercise Price of options granted pursuant to the
Plan; provided, however, that such actions shall only be permitted when
approved by a majority of the Committee or a majority of the disinterested
directors of the Company.
7. TERM OF STOCK OPTIONS AND LIMITATIONS ON RIGHT TO EXERCISE
No incentive stock option granted pursuant to Section 4(a) of this
Plan shall be exercisable (a) more than five years after the Date of Grant with
respect to a 10-Percent Stockholder, and (b) more than ten years after the Date
of Grant with respect to all persons other than 10-Percent Stockholders. No
nonqualified stock option granted pursuant to Section 4(a) of this Plan shall
be exercisable more than ten years after the Date of Grant. Nonqualified stock
options granted to members of the Committee pursuant to Section 4(b) of this
Plan shall be exercisable for ten years, except that in the event of death,
termination or resignation of such member as a director of the Company or a
Subsidiary, such nonqualified stock options shall only be exercisable for one
year following the date of such member's death, termination or resignation (or
if shorter, the remaining term of the option). The Company shall not be
required to issue any fractional shares upon the exercise of any options
granted under this Plan. No Optionee nor his legal representatives, legatees,
distributees or transferees, as the case may be, will be, or will be deemed to
be, a holder of any shares subject to an option unless and until said option
has been exercised and the purchase price of the shares in respect of which the
option has been exercised has been paid. An option shall not be exercisable
except (i) by the Optionee, (ii) by a person who has obtained the Optionee's
rights under the option by will or under the laws of descent and distribution,
(iii) by a permitted transferee as contemplated by Section 11(b) hereof or (iv)
by a spouse incident to divorce within the meaning of Section 1041 of the Code
or any successor provision.
3
<PAGE> 5
8. TERMINATION OF EMPLOYMENT
The conditions that shall apply to the exercise of an option granted
under Section 4(a) in the event an Optionee shall cease to be employed by the
Company or a Subsidiary for any reason shall be determined at the Date of
Grant. In the event of the death of an Optionee while in the employ or while
serving as a director of or consultant to the Company or a Subsidiary, the
option theretofore granted to him shall be exercisable by the executor or
administrator of the Optionee's estate, or if the Optionee's estate is not in
administration, by the person or persons to whom the Optionee's right shall
have passed under the Optionee's will or under the laws of descent and
distribution, within the year next succeeding the date of death or such other
period as may be specified in the Option Agreement, but in no case later than
the expiration date of such option, and then only to the extent that the
Optionee was entitled to exercise such option at the date of his death. Neither
this Plan nor any option granted hereunder is intended to confer upon any
Optionee any rights with respect to continuance of employment or other
utilization of his services by the Company or by a Subsidiary, nor to interfere
in any way with his right or that of his employer to terminate his employment
or other services at any time (subject to the terms of any applicable written
contract).
9. DILUTION OR OTHER ADJUSTMENTS
In the event that there is any change in the Common Stock subject to
this Plan or subject to options granted hereunder as the result of any stock
dividend on, dividend of or stock split or stock combination of, or any like
change in, stock of the same class or in the event of any change in the capital
structure of the Company, the Board of Directors or the Committee shall make
such adjustments with respect to options, or any provisions of the Plan, as it
deems appropriate to prevent dilution or enlargement of option rights.
10. EXPIRATION AND TERMINATION OF THE PLAN
Options may be granted at any time under Section 4(a) of the Plan and
as specified under Section 4(b) of the Plan prior to December 31, 2000, as long
as the total number of shares which may be issued pursuant to options granted
under this Plan does not (except as provided in Section 9 above) exceed the
limitations of Section 3 above. This Plan may be abandoned, suspended or
terminated at any time by the Board of Directors of the Company except with
respect to any options then outstanding under the Plan.
11. RESTRICTIONS ON ISSUANCE OF SHARES
(a) The Company shall not be obligated to sell or issue any shares
upon the exercise of any option granted under this Plan unless:
(i) the shares with respect to which such option is being
exercised have been registered under applicable federal securities
laws or are exempt from such registration;
(ii) the prior approval of such sale or issuance has been
obtained from any state regulatory body having jurisdiction; and
(iii) in the event the Common Stock has been listed on any
exchange, the shares with respect to which such option is being
exercised have been duly listed on such exchange in accordance with
the procedure specified therefor.
If the shares to be issued upon the exercise of any option granted under the
Plan are intended to be issued by the Company in reliance upon the exemptions
from the registration requirements of applicable federal securities laws, the
Optionee, if so requested by the Company, shall furnish to the Company such
4
<PAGE> 6
evidence and representations, including an opinion of counsel, satisfactory to
the Company, as the Company may reasonably request.
(b) All or a portion of the nonqualified options to be granted to an
Optionee may, in the sole discretion of the Committee (or the Board of
Directors, as the case may be), be on terms that permit transfer by such
Optionee to (i) the spouse, children or grandchildren of the Optionee
("Immediate Family Members"), (ii) a trust or trusts for the exclusive benefit
of such Immediate Family Members, (iii) a partnership or other entity in which
such Immediate Family Members are the only partners or (iv) to other persons or
entities deemed appropriate by the Committee, provided that (x) the stock
option agreement pursuant to which such nonqualified options are granted must
be approved by the Committee (or the Board of Directors, as the case may be),
and must expressly provide for transferability in a manner consistent with this
Section, and (y) subsequent transfers of transferred options shall be
prohibited except by will or the laws of descent and distribution. Following
transfer, any such options shall continue to be subject to the same terms and
conditions as were applicable immediately prior to transfer, provided that for
purposes of each Option Agreement and Sections 7, 11(a) and (c) and 14(b)
hereof the term "Optionee" shall be deemed to refer to the transferee. The
events of termination of employment of Section 8 hereof shall continue to be
applied with respect to the original Optionee, following which the options
shall be exercisable by the transferee only to the extent, and for the periods
specified herein and in the Stock Option Agreement.
(c) Except as set forth in Section 11(b) above, no option granted
pursuant to the Plan shall be transferable by the Optionee other than by will
or the laws of descent and distribution or by a spouse incident to divorce
within the meaning of Section 1041 of the Code or any successor provision.
(d) The Board of Directors or Committee may impose such other
restrictions on the ownership and transfer of shares issued pursuant to this
Plan as it deems desirable; any such restrictions shall be set forth in any
Option Agreement entered into hereunder.
12. PROCEEDS
The proceeds to be received by the Company upon exercise of any option
granted under this Plan may be used for any proper purposes.
13. AMENDMENT OF THE PLAN
The Board of Directors may amend the Plan from time to time in such
respects as it may deem advisable in its sole discretion or in order that the
options granted hereunder shall conform to any change in applicable laws,
including tax laws, or in regulations or rulings of administrative agencies or
in order that options granted or stock acquired upon exercise of such options
may qualify for simplified registration under applicable securities or other
laws; provided, however, that no amendment that requires stockholder approval
in order for the Plan to continue to comply with Section 162(m) of the Code or
under any other applicable law, rule or regulation (including, without
limitation, the Code, the Exchange Act or any self-regulatory organization such
as a national securities exchange), will be made unless such amendment has
received the requisite approval of stockholders. In addition, no amendment may
be made that adversely affects any of the rights of an Optionee under any
option theretofore granted, without such Optionee's consent.
14. PAYMENT UPON EXERCISE; WITHHOLDING
(a) Shares of Common Stock shall be issued to the Optionee
upon payment in full either in cash or by an exchange of shares of Common Stock
of the Company previously owned by the
5
<PAGE> 7
Optionee, or a combination of both, in an amount or having a combined value
equal to the aggregate Exercise Price for the shares subject to the option or
portion thereof being exercised. The value of the previously owned shares of
Common Stock exchanged in full or partial payment for the shares purchased upon
the exercise of an option shall be equal to the Fair Market Value of such
shares on the date of the exercise of such Option. The Optionee shall be
entitled to elect to pay all or a portion of the aggregate purchase price by
having shares of Common Stock having a Fair Market Value on the date of
exercise equal to the aggregate Exercise Price withheld by the Company or sold
by a broker-dealer under circumstances meeting the requirements of 12 C.F.R.
Part 220. In addition, upon the exercise of any option granted under the Plan,
the Company may make financing available to the Optionee for the purchase of
the Common Stock that may be acquired pursuant to the exercise of such option
on such terms as the Committee shall specify.
(b) The Company may defer making payment or delivery of any
benefits under the Plan until satisfactory arrangements have been made for the
payment of any tax attributable to any amounts payable on shares deliverable
under the Plan. The Optionee shall be entitled to elect to pay all or a portion
of all taxes arising in connection with the exercise of any option by paying
cash or electing to (1) have the Company withhold shares of Common Stock that
were to be issued to the Optionee upon such exercise, or (2) deliver other
shares of Common Stock previously owned by the Optionee having a Fair Market
Value equal to the amount to be withheld; provided, however, that the amount to
be withheld shall not exceed the Optionee's estimated total federal (including
FICA), state and local tax obligations associated with the transaction. The
Fair Market Value of fractional shares remaining after payment of the
withholding taxes shall be paid to the Optionee in cash.
15. STOCKHOLDERS' APPROVAL
The Plan was originally adopted by the Board of Directors and approved
by the sole stockholder of the Company on February 25, 1991. Amendment No. 1 to
the Plan was adopted by the Board of Directors on March 27, 1992 and approved
by the stockholders of the Company on May 22, 1992. Amendment No. 2 to the Plan
was adopted and approved by the Board of Directors of the Company on November
30, 1993. Amendment No. 3 to the Plan was adopted by the Board of Directors on
February 23, 1994 and approved by the stockholders of the Company on May 5,
1994. The Amended and Restated Plan was adopted by the Board of Directors on
January 13, 1997 and approved by the stockholders of the Company on March 21,
1997.
16. LIABILITY OF THE COMPANY
Neither the Company, its directors, officers or employees, nor any of
the Company's Subsidiaries which are in existence or hereafter come into
existence, shall be liable to any Optionee or other person if it is determined
for any reason by the Internal Revenue Service or any court having jurisdiction
that any incentive stock options granted hereunder do not qualify for tax
treatment as incentive stock options under Section 422 of the Code.
SPORT SUPPLY GROUP, INC.
/s/ Geoffrey P. Jurick
------------------------------
Geoffrey P. Jurick
Chairman of the Board
6
<PAGE> 1
EXHIBITS 5.1 AND 23.1
OPINION OF TERRENCE M. BABILLA
CONSENT OF TERRENCE M. BABILLA
<PAGE> 2
May 15, 1997
Sport Supply Group, Inc.
1901 Diplomat Drive
Farmers Branch, Texas 75234
Re: Registration Statement on Form S-8 for the
Amended and Restated Stock Option Plan
Ladies and Gentlemen:
I have acted as General Counsel to Sport Supply Group, Inc., a
Delaware corporation (the "Company") in connection with the registration under
the Securities Act of 1933, as amended (the "Securities Act") of the proposed
issuance of an additional 675,000 shares (the "Shares") of the Company's common
stock, $.01 par value per share, issuable upon the exercise of stock options
granted or to be granted pursuant to the Sport Supply Group, Inc. Amended and
Restated Stock Option Plan (the "Plan"). The Shares are being registered
pursuant to a registration statement on Form S-8 to be filed with the
Securities and Exchange Commission on or about May 15, 1997 (the "Registration
Statement").
This opinion is delivered in accordance with the requirements of Item
601 (b)(5) of Regulation S-K under the Securities Act. In connection with this
opinion, I have examined such documents and records of the Company and such
statutes, regulations and other instruments and certificates as I have deemed
necessary or advisable for the purposes of this opinion. I have assumed that
all signatures on all documents presented to me are genuine, that all documents
submitted to me as originals are accurate and complete and that all documents
submitted to me as copies are true and correct copies of the originals thereof.
I have also relied upon such other certifications of public officials,
corporate agents and officers of the Company and such other certifications with
respect to the accuracy of material factual matters contained therein which
were not independently established.
Based on the foregoing, I am of the opinion that the Shares to be
issued upon the exercise of stock options granted pursuant to the Plan will be,
if and when issued and paid for in accordance with the Plan, validly issued,
fully paid and nonassessable, assuming the Company maintains an adequate number
of authorized but unissued shares of common stock available for such issuance,
and further assuming that the consideration actually received by the Company
for the Shares exceeds the par value thereof.
I consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Terrence M. Babilla
Terrence M. Babilla
General Counsel
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 29, 1997, included in Sport Supply Group, Inc.'s Form 10-K for the year
ended November 1, 1996, and to all references to our Firm included in this
registration statement.
Dallas, Texas /s/ Arthur Andersen LLP
May 12, 1997
