As filed with the Securities and Exchange Commission on May 4, 2000.
Registration No. 333-
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. STOCK OPTION AGREEMENT
RESTRICTED STOCK AWARD AGREEMENT
SPORT SUPPLY GROUP, INC. AMENDED AND RESTATED
STOCK OPTION PLAN
(Full Title of Plans)
TERRENCE M. BABILLA,
CHIEF OPERATING OFFICER,
EXECUTIVE VICE PRESIDENT,
GENERAL COUNSEL AND SECRETARY
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)
<PAGE>
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of each Amount Maximum Maximum Amount of
class of Securities to be Offering Price Aggregate Registration
to be Registered Registered(1) per Share(2) Offering Price Fee
Common Stock, $.01 688,426 $7.63 $5,183,265 $1,369.00
par value
(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate
additional amount of shares of Common Stock to be offered or sold
pursuant to the antidilution provisions in the Stock Option Agreement,
the Restricted Stock Award Agreement and the Amended and Restated Stock
Option Plan.
(2) Estimated solely for the purpose of calculating the registration
fee. Calculated pursuant to Rule 457(c) and (h) of the Securities Act.
Accordingly the price per share of the Common Stock offered hereunder is
based upon (i) 28,418 shares of Common Stock issued as Restricted Stock,
at a price per share of $5.19, which is based upon the average of the high
and low prices reported for the Common Stock on the New York Stock Exchange,
Inc. on May 3, 2000 and (ii) 660,008 shares of Common Stock reserved for
issuance under the Sport Supply Group, Inc. Stock Option Agreement and
the Sport Supply Group, Inc. Amended and Restated Stock Option Plan at
a weighted average exercise price of $7.63 per share.
SPORT SUPPLY GROUP, INC.
688,426 Shares of Common Stock.
This prospectus relates to an offering of up to 688,426 shares of
common stock, par value $.01 per share, of Sport Supply Group, Inc., a
Delaware corporation (we sometimes refer to ourselves as "SSG"),
consisting of (1) 100,000 shares that may be issued pursuant to the
Sport Supply Group, Inc. Stock Option Agreement, dated January 1, 1997
and as amended January 16, 1998, between SSG and Adam Blumenfeld, (2)
28,418 shares that were issued pursuant to the Restricted Stock Award
Agreement, dated January 14, 1998, between SSG and John P. Walker, and
(3) 560,008 shares of our common stock issued or reserved for issuance
to affiliates (as defined in Rule 405 of the Securities Act of 1933, as
amended (we refer to it as the "Securities Act")) of SSG pursuant to the
Sport Supply Group, Inc. Amended and Restated Stock Option Plan. This
prospectus also covers such additional shares of common stock that may
be offered or sold pursuant to the antidilution provisions in the stock
option agreement, the restricted stock award agreement or the amended
and restated stock option plan.
<PAGE>
SSG's stock offered hereby is for the account of Adam Blumenfeld,
John P. Walker, Geoffrey P. Jurick and Terrence M. Babilla (we refer to
such persons as the "selling stockholders") and we will not receive any
proceeds. You will find discussion concerning the selling stockholders
in a later section of this prospectus entitled "Selling Stockholders."
The shares covered by this prospectus may be offered in transactions on
the New York Stock Exchange, Inc. (we refer to it as the "NYSE"), in
negotiated transactions, or through a combination of such methods of
distribution, at prices relating to the prevailing market prices or at
negotiated prices. You will find more information on how the shares
will be offered and sold in a section of this prospectus entitled "Plan
of Distribution." Our common stock is quoted on the NYSE under the
symbol "GYM." We have listed the shares of common stock offered hereby
on the NYSE. On May 4, 2000, the last sale price of our common
stock, as reported by the NYSE, was $5.25 per share.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved the common stock
described in this prospectus or passed upon the accuracy or adequacy of
this prospectus. Any representation to the contrary is a criminal
offense.
You should only purchase shares if you can afford a complete loss
of your investment. For more in this regard, please carefully review
our Annual Report on Form 10-K for the fiscal year ended October 1, 1999
and our Report on Form 10-Q for the Quarter ended December 31, 1999 (see
the section of this prospectus entitled "Incorporation of Documents by
reference" for how to access it). The risks described therein are not
the only ones facing us. If any risks actually occur, our business,
financial condition, prospects or results of operations could be
materially and adversely affected such that the trading price of our
common stock could decline. In that case, you may lose some or all of
your investment.
You should rely only on the information contained in this document
or to which we have referred you. We have not authorized anyone to
provide you with any other or differing information. We do not by the
delivery of this prospectus or any sale made through this prospectus
make any direct or indirect statement or implication that there has been
no change in our affairs since the date of this prospectus. This
prospectus does not constitute an offer to sell, or a solicitation of an
offer to buy, any securities other than the registered securities to
which it relates. It also does not constitute an offer to sell, or a
solicitation of an offer to buy, such securities in any circumstances in
which such offer or solicitation is unlawful.
<PAGE>
The date of this prospectus is May 4, 2000.
TABLE OF CONTENTS
Incorporation of Documents by Reference 4
Where You Can Get More Information 5
Summary 6
Selling Stockholders 8
Plan of Distribution 10
Use of Proceeds 11
Legal Matters 11
Experts 11
INCORPORATION OF DOCUMENTS BY REFERENCE
Our fiscal year end is the Friday closest to September 30. In 1999, our
fiscal year ended on October 1, 1999. We furnish our stockholders with
annual reports containing audited financial statements and other
appropriate reports. We also file annual, quarterly and current
reports, proxy statements and other information with the United States
Securities and Exchange Commission (we refer to it as the "SEC").
Instead of repeating in this prospectus information that we have already
filed with the SEC, rules of the SEC permit us to incorporate by
reference the information we file with them. These rules mean that we
can disclose important information to you by referring you to those
documents that we have previously filed with the SEC. These documents
are considered to be part of this prospectus. Any documents that we
file with the SEC in the future will also be considered to be part of
this prospectus and will automatically update and supersede the
information in this prospectus. Specifically, we incorporate by
reference the documents listed below and any future filings we make with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934, as amended (we refer to this as the "Exchange
Act"), until the selling stockholders sell all of the shares of common
stock offered by this prospectus.
<PAGE>
Upon oral or written request, we will provide you and every person
to whom a copy of this prospectus is delivered, at no charge, a copy of
any or all of the documents incorporated by reference herein (other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference into the information that this prospectus
incorporates). Requests should be directed to:
Sport Supply Group, Inc.
1901 Diplomat Drive
Farmers Branch, Texas 75234
Attention: General Counsel
Telephone Number: (972) 484-9484
We have incorporated the following documents into this prospectus
by reference:
- - Our Annual Report on Form 10-K which contains audited financial
statements for the fiscal year ended October 1, 1999;
- - All reports filed pursuant to Section 13(a) or 15(d) of the Exchange
Act since such 10-K, including our Report on Form 10-Q for the Quarter
ended December 31, 1999; and
- - Form 8-A, dated March 5, 1991, containing a description of our common
stock, and including any amendment or report filed for the purpose of
updating such description (SEC File No. 1-10704).
WHERE YOU CAN GET MORE INFORMATION
We are subject to the informational reporting requirements of the
Exchange Act. Pursuant to the Exchange Act, we file reports and other
information with the SEC. You can read and copy reports, proxy
statements, information statements, and other information in the SEC's
Public Reference Room at Judiciary Plaza, 450 Fifth Street, N.W., Room
1024, Washington, D.C. 20549-1004. You can obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-
0330.
We are a publicly held corporation and our common stock is traded
on the NYSE under the symbol "GYM." Our reports, proxy statements,
information statements, and other information can be inspected at the
offices of the NYSE, 20 Broad Street, New York, New York 10005. We
intend to furnish our stockholders with annual reports containing
audited financial statements and such other periodic reports as we
determine to furnish or as may be required by law.
<PAGE>
We have filed with the SEC a Registration Statement on Form S-8 (we
refer to it as the "Registration Statement") under the Securities Act
with respect to the stock offered hereby. This prospectus is a part of
the Registration Statement. In accordance with the SEC's rules, we have
omitted from this prospectus certain parts of the Registration
Statement. For further information, you may inspect the Registration
Statement at the SEC's Public Reference Room. Additionally, we will
furnish you a copy upon request at no charge.
The SEC maintains an Internet site that contains reports, proxy and
information statements, and other information regarding issuers that
file electronically with the SEC such as us. The SEC site is
http://www.sec.gov.
SUMMARY
This summary highlights some important information, but does not
contain all material information about the offering or us. You should
read this summary with the more detailed information contained
throughout or incorporated by reference in this prospectus and our
financial statements and notes contained or incorporated by reference in
this prospectus.
Sport Supply Group, Inc.
We are one of the largest direct mail marketers of sports related
equipment and leisure products to the institutional market in the United
States. SSG serves the institutional market, which is generally
comprised of:
- - Schools;
- - Colleges;
- - Universities;
- - Government Agencies;
- - Military Facilities;
- - Athletic Clubs;
- - Athletic Teams and Dealers;
- - Youth Sports Leagues; and
- - Recreational Organizations.
We offer a broad line of institutional-grade equipment and provide
customer service and sales efforts using sales personnel strategically
<PAGE>
located in certain large metropolitan areas, toll-free telephone sales
and service personnel and nine Internet sites. We believe that our
prompt delivery of a broad range of institutional-grade products at
competitive prices differentiates us from the retail sporting goods
stores that primarily serve the consumer market. We market
approximately 8,000 sports related equipment products to over 100,000
institutional, retail, mass merchant and team dealer customers.
Our net revenues have increased from $65 million in fiscal year
1995 to $107 million for the fiscal year ended October 1, 1999. We
believe this is due to strategic acquisitions and the successful
development of an extensive mail order marketing program and competitive
pricing programs.
During fiscal year 1999, we successfully completed the
implementation of our new, Year 2000 compliant SAP/AS400 ERP Information
Technology (IT) platform. This new system fully integrates all our
business, operational and accounting applications.
During fiscal 1999, we announced that the initial launch of nine
Internet websites was functional and that such websites enable our
customers to transact business by way of the Internet. In addition to
placing orders, customers can access account balances, order
information, shipment information and a series of other customer related
data on a real time basis with a direct connection to SSG via the
Internet. SSG's Internet websites permit our customers to do business
with us seven days a week, twenty-four hours a day. We believe the
majority of our customers have access to the Internet and view the
placing of orders and accessing their account information over the
Internet as a significant benefit. In time, we expect a large portion
of our customer base will look to the Internet and E-Commerce as the
predominant method of quoting, ordering and procuring products and
servicing customer needs. Our sourcing, warehousing, distribution and
fulfillment capabilities, in addition to the new integrated SAP/AS400
ERP system, provide the necessary capacities, logistics and information
technological support to meet the demands and growth potential of E-
Commerce. We view the continued expansion of customer connectivity via
the Internet as vital to our future growth.
<PAGE>
The nine marketing Internet website addresses are as follows:
- - bsnsports.com;
- - leaguedirect.com;
- - us-games.com;
- - esportsonline.com;
- - championbarbell.com;
- - bsngsanaf.com;
- - newenglandcamp.com;
- - portapit.com; and
- - atec-sports.com.
We are a Delaware corporation incorporated in 1982 and in 1988 became
the successor of an operating division of Aurora Electronics, Inc.
(f/k/a BSN Corp. and referred to herein as "Aurora"). Before the
completion of our initial public offering of 3,500,000 shares of common
stock in April 1991, we were a wholly-owned subsidiary of Aurora. We
have two wholly-owned subsidiaries: (1) Athletic Training Equipment
Company, Inc., a Delaware corporation, acquired in December 1997, which
was previously named Sport Supply Group International Holdings, Inc. and
(2) Conlin Sports, Inc., a California corporation, acquired in January
1999.
Our executive offices are located at 1901 Diplomat Drive, Farmers
Branch, Texas 75234-8914 and our telephone number is (972) 484-9484.
SELLING STOCKHOLDERS
John P. Walker, Adam Blumenfeld, Geoffrey P. Jurick and Terrence M.
Babilla are selling stockholders and received their shares or will
receive their shares either under securities agreements we entered with
them or under our amended and restated stock option plan. This
prospectus covers the resale of the following shares of our common
stock:
- - 100,000 shares that may be issued to Mr. Blumenfeld under a stock
option agreement he entered with us.
- - 28,418 shares issued as restricted shares (shares not freely tradable
until registered or exempted from registration) to Mr. Walker under a
restricted stock award agreement and 150,000 shares that may be issued
to Mr. Walker pursuant to our amended and restated stock option plan.
<PAGE>
- - 300,000 shares that may be issued to Mr. Jurick under our amended and
restated stock option plan ; and
- - 110,008 shares that may be issued to Mr. Babilla under our amended and
restated stock option plan.
The selling stockholders may sell the number of shares of common
stock set forth opposite their respective names in the following table.
The table sets forth information with respect to the beneficial
ownership of our common stock by the selling stockholders as of
May 4, 2000. All information with respect to the beneficial ownership
has been furnished by the respective selling stockholders:
Beneficial Ownership Beneficial Ownership
Prior to Offering (1) After Offering (2)
Name of Beneficial Number of Percent Shares to Number of Percent
Owner Shares of Class be Sold Shares of Class
Adam Blumenfeld (3) 141,800 1.9% 100,000 41,800 *
John P. Walker (4) 186,079 2.6% 178,418 7,661 *
Geoffrey P. Jurick (5) 3,681,500 41.7% 300,000 3,381,000 40%
Terrence M. Babilla (6) 113,134 1.5% 110,008 3,126 *
*less than one percent
(1) Includes shares of our common stock issuable upon the exercise of
stock options.
(2) Assumes all the shares of common stock registered in the
Registration Statement will be offered and sold.
(3) Mr. Blumenfeld was Vice President -- Sales and Marketing of SSG
from January 1998 until his resignation on December 31, 1999.
(4) Mr. Walker currently serves as President and as a director of SSG.
In the last three years, Mr. Walker has served in other key executive
positions including Executive Vice President and Chief Financial Officer
and as one of our directors.
<PAGE>
(5) Mr. Jurick has served as our Chairman of the Board since December
11, 1996 and as our Chief Executive Officer since January 23, 1997. Mr.
Jurick has served as a director of Emerson Radio Corp., a Delaware
corporation listed on the American Stock Exchange under the symbol "MSN"
since 1990, and as Emerson's Chief Executive Officer and Chairman since
July 1992 and December 1993, respectively. Mr. Jurick, directly and
indirectly, beneficially owns 61% of Emerson's common stock and may be
deemed to control Emerson. As a result of such control, Mr. Jurick may
be deemed to beneficially own the 3,381,000 shares of our common stock
beneficially owned by Emerson, which includes 1,000,000 shares issuable
upon the exercise of warrants and 669,500 shares held by Emerson Radio
(Hong Kong) Limited, a wholly-owned subsidiary of Emerson.
(6) Mr. Babilla has served as our Chief Operating Officer since
July 28, 1999, as General Counsel since March 13, 1995, as Secretary
since May 13, 1996 and as Executive Vice President since January 13, 1998.
PLAN OF DISTRIBUTION
The common stock covered by this prospectus may be offered and sold
by one or more broker-dealers or agents, in one or more transactions
(which may involve crosses and block transactions) on the NYSE, in
negotiated transactions, or through a combination of such methods of
distribution, at prices related to prevailing market prices or at
negotiated prices.
In the event one or more broker-dealers or agents agree to sell our
common stock, they may do so by purchasing it as principals or by
selling it as agent for the selling stockholders. Any such broker-
dealers may receive compensation in the form of discounts, concessions,
or commissions from the selling stockholders or eventual purchasers
(such compensation as to a particular broker-dealer may be in excess of
customary compensation).
Under applicable Exchange Act rules and regulations, any person
engaged in a distribution of the stock offered by this prospectus may
not simultaneously engage in market-making activities with respect to
our common stock for a period of two business days prior to the
commencement of such distribution. In addition and without limiting the
foregoing, the selling stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder.
All of the foregoing may affect the marketability of the common stock
offered in this prospectus.
<PAGE>
In order to comply with certain states' securities laws, if
applicable, our common stock will be sold in such jurisdictions only
through registered or licensed brokers or dealers. In certain states,
our common stock may only be sold if it has been registered or qualified
for sale in such states or there has been compliance with an available
exemption from registration or qualification.
USE OF PROCEEDS
We will not receive any proceeds from the offering.
LEGAL MATTERS
The validity of the stock offered hereby will be passed upon for us
by Terrence M. Babilla, our Chief Operating Officer, Executive Vice
President, General Counsel and Secretary.
EXPERTS
Our financial statements included in our Annual Report on Form 10-K
for the fiscal year ended October 1, 1999 referred to under the section
of this prospectus entitled, "Incorporation of Documents by Reference"
have been audited by Ernst & Young, LLP, independent auditors, as
indicated in their report with respect thereto, and are included herein
by reference in reliance upon such report given on the authority of such
firm as experts in accounting and auditing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents heretofore filed with the Securities and
Exchange Commission (the "SEC") by Sport Supply Group, Inc. ("SSG") are
incorporated by reference in this Registration Statement:
(a) SSG's Annual Report on Form 10-K for the fiscal year ended
October 1, 1999 (the "Annual Report").
<PAGE>
(b) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since the end of the fiscal year covered by the document referred to in
(a) above, including, without limitation, SSG's Report on Form 10-Q for
the Quarter ended December 31, 1999.
(c) The description of SSG's common stock, par value $.01 (the
"Common Stock"), contained in SSG's Registration Statement on Form 8-A,
dated March 5, 1991, including any amendment or report filed for the
purpose of updating such description (SEC File No. 1-10704).
All documents subsequently filed by SSG pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to this Registration Statement which indicates that
all of the shares of Common Stock offered have been sold or which
deregisters all of such shares then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be a
part hereof from the date of filing of such documents (such documents,
and the documents enumerated above, being hereinafter referred to as
"Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Terrence M. Babilla, Chief Operating Officer, Executive Vice
President, General Counsel and Secretary of SSG, rendered the opinion
attached hereto as Exhibit 5.1.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the "DGCL")
permits indemnification of directors, officers and employees of a
corporation against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement of litigation under certain
conditions and subject to certain limitations.
SSG's Amended and Restated Certificate of Incorporation and Amended
and Restated Bylaws provide that officers and directors who are made a
party to or are threatened to be made a party to or are otherwise
involved in any action, suit, or proceeding, whether civil, criminal,
administrative or investigative (hereinafter a "proceeding"), by reason
of the fact that he or she is or was an officer or director of SSG or is
or was serving at the request of SSG as a director or officer of another
entity shall be indemnified and held harmless by SSG to the fullest
extent authorized by the DGCL against all expense, liability and loss
reasonably incurred or suffered by such person in connection therewith.
The right to indemnification includes the right to be paid by SSG for
expenses incurred in defending any such proceeding in advance of its
final disposition. Officers and directors are not entitled to
indemnification if such persons did not meet the applicable standard of
conduct set forth in the DGCL for officers and directors.
SSG has also entered into Indemnification Agreements with each of
its officers and directors. The Indemnification Agreements provide that
SSG shall indemnify such persons to the fullest extent permitted by the
DGCL or any other applicable law, SSG's Amended and Restated Certificate
of Incorporation and SSG's Amended and Restated Bylaws.
The effect of the foregoing will be to eliminate the right of SSG
and its stockholders (through stockholders' derivative suits on behalf
of SSG) to recover monetary damages against a director or officer for
breach of a fiduciary duty as a director or officer (including breaches
resulting from grossly negligent behavior), except where such persons
fail to meet the applicable standard of conduct set forth in the DGCL
for directors and officers.
Insofar as indemnification by SSG for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be
permitted to directors, officers or persons controlling SSG pursuant to
the foregoing provisions, SSG has been informed that in the opinion of
the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.
<PAGE>
Item 7. Exemption from Registration Claimed.
The securities registered hereunder were originally issued in
transactions SSG believes to be exempt under Section 4(2) of the
Securities Act. The Sport Supply Group, Inc. Stock Option Agreement was
entered into between SSG and Adam Blumenfeld in a single transaction
apart from any general SSG employee benefit plan and with no general
solicitation. SSG has not entered into similar transactions with other
individuals. The Restricted Stock Award Agreement was entered into
between SSG and John P. Walker in a single transaction apart from any
general SSG employee benefit plan and with no general solicitation. SSG
has not entered into similar transactions with other individuals.
Item 8. Exhibits.
*4.1 Sport Supply Group, Inc. Stock Option Agreement, dated January 1,
1997 and as amended January 16, 1998, between Sport Supply Group,
Inc. and Adam Blumenfeld, as amended
4.2 Restricted Stock Award Agreement, dated January 14, 1998, between
Sport Supply Group, Inc. and John P. Walker (incorporated by reference
from Exhibit 10.6 to SSG's Report on Form 10-Q for the quarter ended
April 3, 1998)
4.3 Sport Supply Group, Inc. Amended and Restated Stock Option Plan
(incorporated by reference from Exhibit 4.1 to SSG's Registration
Statement on Form S-8 (Registration No. 333-27193))
*5.1 Opinion of Terrence M. Babilla
*23.1 Consent of Terrence M. Babilla (contained in Exhibit 5.1).
*23.2 Consent of Ernst & Young, LLP
24.0 Power of Attorney is found following the signature page.
* Filed herewith
Item 9. Undertakings.
<PAGE>
SSG hereby undertakes:
(a)
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the SEC by SSG pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(b) SSG hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of SSG's annual report
pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report
<PAGE>
pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification by SSG for liabilities arising
under the Securities Act may be permitted to directors, officers and
controlling persons of SSG pursuant to the provisions described in Item
6, or otherwise, SSG has been advised that in the opinion of the SEC
such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification by SSG against such liabilities (other than
the payment by SSG of expenses incurred or paid by a director, officer
or controlling person of SSG in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, SSG will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, SSG
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 4, 2000.
SPORT SUPPLY GROUP, INC.
By: /S/ GEOFFREY P. JURICK
Name: Geoffrey P. Jurick
Title: Chairman of the Board
and Chief Executive Officer
<PAGE>
POWER OF ATTORNEY
We, the undersigned officers and directors of Sport Supply Group,
Inc., hereby severally constitute and appoint Geoffrey P. Jurick, John
P. Walker and Terrence M. Babilla, and each of them, our true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for each of us in our name, place and stead, in any and
all capacities, to sign Sport Supply Group Inc.'s Registration Statement
on Form S-8, and any other Registration Statement relating to the same
offering, and any and all amendments thereto (including post-effective
amendments), and to file the same, with all exhibits thereto, and other
documents in connection therewith, with the Securities and Exchange
Commission, and hereby grant 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 each of us 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.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
/s/ GEOFFREY P. JURICK Chairman of the Board May 1, 2000
Geoffrey P. Jurick and Chief Executive Officer
/S/ JOHN P. WALKER President May 1, 2000
John P. Walker
/S/ ROBERT K. MITCHELL Chief Financial Officer May 1, 2000
Robert K. Mitchell
/S/ JOHNSON C.S. KO Director May 1, 2000
Johnson C.S. Ko
/S/ PETER G. BUNGER Director May 1, 2000
Peter G. Bunger
/S/ THOMAS P. TREICHLER Director May 1, 2000
Thomas P. Treichler
Exhibit 4.1
SPORT SUPPLY GROUP, INC.
STOCK OPTION AGREEMENT
Effective Date of Grant:
January 1, 1997
Expiration Date:
March 7, 2005
TO: Adam Blumenfeld
WHEREAS, Sport Supply Group, Inc. (the "Company") desires, as part
of Adam Blumenfeld's (the "Optionee") compensation package, to encourage
the Optionee's sense of proprietorship in the Company by his owning
shares of the Company's common stock, par value $.01 per share (the
"Common Stock");
NOW, THEREFORE, in consideration of Optionee's services to the
Company and the mutual agreements and covenants contained in this
Agreement, the Company hereby grants to Optionee a stock option (the
"Option") to purchase up to a total of 100,000 shares of Common Stock,
at a price per share of $6.88 (the "Option Price"), on the terms and
conditions and subject to the restrictions as set forth in this
Agreement.
I. GENERAL PROVISIONS
The shares subject to this Option shall be exercisable immediately.
The right to exercise this Option shall expire on March 7, 2005, except
as the right to exercise this Option is otherwise qualified by the terms
of this Agreement.
This Option is not transferable otherwise than by will or the laws
of descent and distribution. This Option may be exercised, during the
lifetime of the Optionee, only by the Optionee or by his guardian or
legal representative. This Option is not liable for or subject to, in
whole or in part, the debts, contracts, liabilities or torts of the
Optionee nor shall it be subject to garnishment, attachment, execution,
levy or other legal or equitable process.
<PAGE>
In the event the Optionee is terminated by the Company or
voluntarily resigns from the employ of the Company, the Option granted
hereunder shall terminate as of the date the Optionee is terminated or
resigns, as appropriate. In the event the termination of employment
results from the Optionee's death or disability, the Option shall be
exercisable from twelve months from the date of termination or until the
Option by its terms expires, whichever first occurs.
In the event this Option is held by the Optionee at the time of the
Optionee's death, this Option shall be exercisable only 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 rights shall have passed by the Optionee's will or under the
laws of descent and distribution of the state where the Optionee was
domiciled at the date of death.
The Company may suspend for a reasonable period or periods the time
during which this Option may be exercised if, in the opinion of the
Company, such suspension is required to enable the Company to remain in
compliance with regulatory requirements relating to the issuance of
shares of Common Stock subject to this Option.
In the event there is any change in the Common Stock subject to
this Option 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 shall make such adjustments with respect
to this Option, as it deems appropriate to prevent dilution or
enlargement of the rights hereunder.
II. EXERCISE OF OPTION
This Option may be exercised only by written notice (the "Exercise
Notice") by the Optionee to the Company at its principal executive
office. The Exercise Notice shall be deemed given when deposited in the
U. S. mails, postage prepaid, addressed to the Company at its principal
executive office, or if given other than by deposit in the U.S. mails,
when delivered in person to an executive officer of the Company at that
office. The date of exercise of the Option (the "Exercise Date") shall
be the date of the postmark if the notice is mailed or the date received
if the notice is delivered other than by mail. The Exercise Notice shall
state the number of shares in respect of which the Option is being
<PAGE>
exercised and, if the shares for which the Option is being exercised are
to be evidenced by more than one stock certificate, the denominations in
which the stock certificates are to be issued. The Exercise Notice
shall be signed by the Optionee and shall include the complete address
of such person, together with such person's social security number. The
Exercise Notice shall be accompanied by payment of the aggregate Option
Price of the shares purchased by cash or check payable to the order of
the Company or by delivery of shares of Common Stock previously owned by
the Optionee, in form satisfactory to the Company, tendered in full or
partial payment of the Option Price.
This Option may be exercised either by tendering cash or by an
exchange of shares of Common Stock of the Company previously owned by
the Optionee, or a combination of both, in an amount or having a
combined value equal to the aggregate Option 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 exercise of the Option shall be
equal to the Fair Market Value (as defined below) of the Common Stock on
the Exercise Date. For purposes of this Agreement, "Fair Market Value"
means 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 the New York Stock Exchange
(or by the principal national stock exchange on which the Common Stock
is then listed), or if there is no reported price information for such
date, Fair Market Value will be determined by the reported price
information for Common Stock on the day nearest preceding such date.
The Optionee shall be entitled to elect to pay all or a portion of
the aggregate Option Price by having shares of Common Stock having a
Fair Market Value on the Exercise Date equal to the aggregate Option
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 exercise of the Option, 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 the Option on such terms as the
Board of Directors shall specify.
The certificates for shares of Common Stock as to which this Option
shall have been so exercised shall be registered in the name of the
Optionee and shall be delivered to the Optionee at the address specified
in the Exercise Notice. The Company may defer making payment or
<PAGE>
delivery of any benefits under this Agreement until satisfactory
arrangements have been made for the payment of any tax attributable to
any amounts payable on shares deliverable under the Option.
The Optionee in exercising such Option shall be entitled to elect
to pay all or a portion of all taxes arising in connection with the
exercise of the Option by paying cash or electing to (i) have the
Company withhold shares of Common Stock that were to be issued to the
Optionee upon such exercise or (ii) 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.
Subject to the limitations expressed herein, this Option may be
exercised with respect to all or a part of the shares of the Common
Stock subject to it.
Neither the Optionee nor any person claiming under or through the
Optionee shall be, or have any rights or privileges of, a stockholder of
the Company in respect of any of the shares issuable upon the exercise
of the Option, unless and until certificates representing such shares
shall have been issued (as evidenced by the appropriate entry on the
books of the Company or of a duly authorized transfer agent of the
Company).
III. RESTRICTIONS ON TRANSFER
The Option and the securities issuable upon exercise of the Option
have not been registered under the Securities Act of 1933 or qualified
under applicable state securities laws. Accordingly, unless there is an
effective registration statement and qualification respecting those
securities issued upon exercise of the Option under the Securities Act
of 1933 or under applicable state securities laws at the time of
exercise of the Option, any stock certificate issued pursuant to the
exercise of the Option shall bear the following legend:
<PAGE>
"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, OFFERED FOR SALE,
TRANSFERRED, OR OTHERWISE DISPOSED OF IN THE ABSENCE OF REGISTRATION
UNDER OR EXEMPTION FROM SUCH ACT AND ALL APPLICABLE STATE SECURITIES
LAWS."
IV. GOVERNING LAW
This Agreement has been executed in, and shall be deemed to be
performable in, Dallas, Dallas County, Texas. For these and other
reasons, the parties agree that this Agreement shall be governed by and
construed in accordance with the laws of the State of Texas. The
parties further agree that the courts of the State of Texas, and any
courts whose jurisdiction is derivative on the jurisdiction of the
courts of the State of Texas, shall have personal jurisdiction over all
parties to this Agreement.
V. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations and understandings
of the parties. No supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by the party to be
charged therewith. No waiver of any of the provisions of this Agreement
shall be deemed, or shall constitute a waiver of any other provision,
whether or not similar, nor shall any waiver constitute a continuing
waiver.
VI. DUPLICATE ORIGINALS
Duplicate originals of this document shall be executed by both the
Company and the Optionee, each of which shall retain one duplicate
original.
SPORT SUPPLY GROUP, INC.
By: /s/ Peter S. Blumenfeld
Peter S. Blumenfeld
President and Chief Operating Officer
<PAGE>
ACCEPTED:
/s/ Adam Blumenfeld
Adam Blumenfeld
Address: 1901 Diplomat Drive
Farmers Branch, Texas 75234
AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT
THIS AMENDMENT NO. 1 TO STOCK OPTION AGREEMENT (this "Amendment"),
dated January 27, 1998 to be effective as of January 16, 1998, is by and
between Adam Blumenfeld ("Optionee") and Sport Supply Group, Inc. (the
"Company").
WHEREAS, the Company entered into a Stock Option Agreement dated
January 1, 1997 with Optionee (the "Option Agreement");
WHEREAS, subject to the terms and provisions of the Option
Agreement, Optionee may acquire an aggregate of 100,000 shares of the
Company's Common Stock, par value $.01 per share upon exercise of the
stock options governed by the Option Agreement (collectively, the
"Registrable Securities");
WHEREAS, as partial consideration for Optionee's execution,
delivery and performance of that certain Employment Agreement between
the Company and Optionee dated the date hereof, the Company agreed to
amend the Option Agreement to provide Optionee with certain registration
rights with respect to the Registrable Securities;
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto
agree that, subject to the terms and provisions of the Option Agreement,
Article III (Restrictions on Transfer) of the Option Agreement is hereby
amended by adding the following language to the end of such Article:
1. The Company agrees that at any time it proposes to register the
issuance or resale of any of its securities, whether held by third
parties or to be issued by the Company, under the Securities Act of 1933
(the "Securities Act") on Form S-1 or any other form of registration
<PAGE>
statement then available for the registration under the Securities Act
of securities of the Company (other than a registration statement on
Form S-4 or any form of registration statement not available for general
registration of securities) it shall give written notice to Optionee of
its intention so to do, and upon the written request of the Optionee,
given within twenty (20) days after receipt of any such notice from the
Company, the Company shall in each instance use its best efforts,
subject to the next sentence, to cause all Registrable Securities held
by Optionee to be registered under the Securities Act and registered or
qualified under any State securities law, all to the extent necessary to
permit the offering and sale or other disposition thereof in the manner
stated in such request by the Optionee. If the managing underwriter of a
proposed public offering by the Company shall advise the Company in
writing that, in its opinion, the distribution of some or all of the
shares of Registrable Securities requested to be included in the
registration concurrently with the securities to be offered by the
Company would materially impair the distribution of securities by the
Company, then the Company need not include in such registration any
shares that such underwriter believes would cause such impairment;
provided, however, that if such managing underwriter shall have advised
the Company that a portion of the Optionee's Registrable Securities, as
well as any other securities held by third parties as to which
registration shall have been requested, could be included in the
Registration Statement, then such shares held by Optionee and the third
parties shall be registered in proportion to the total number of shares
of common stock that each holder shall have requested to have registered
hereunder. Optionee shall in his request for registration describe the
manner of any proposed transfer or intended method of disposition of
such Registrable Securities. Nothing in this Section shall be deemed to
require the Company to (i) proceed with any registration of its
securities after giving the notice herein provided, or (ii) maintain the
effectiveness of any registration statement for a minimum period of
time.
2. If the resale of the Registrable Securities has not been registered
pursuant to the immediately preceding paragraph for a period of at least
ninety (90) days by January 16, 2001, then the Company agrees to use its
best efforts to effect the registration or qualification or filing for
exemption under applicable Federal or State Law of such Registrable
Securities with any governmental authority under any Federal or State
Law, and any listing with any securities exchange, which may be required
to permit the offering and sale or other disposition of any such
<PAGE>
Registrable Securities which Optionee proposes to make upon the
effectiveness of such registration, qualification or filing for
exemption, and the Company shall keep effective such registration,
qualification, or exemption for at least ninety (90) days; provided,
that the Company shall only be required initially to file a registration
statement or qualification application no later than 145 days after any
fiscal year end of the Company and at such reasonable time as it has
available for utilization therein the audited consolidated financial
statements of the Company as of the preceding fiscal year end; provided,
further, however, in no event shall the Registration Statement be filed
later than January 16, 2002.
3. The Company shall have no obligation to register, qualify, or file
for exemption with respect to shares of Registrable Securities in
accordance with this Agreement if counsel to the Company provides a
written opinion to the Company and the Optionee that the shares of
Registrable Securities requested to be registered may be sold in one or
more public transactions within a period of 90 days pursuant to Rule 144
under the Securities Act, or any successor rule thereto.
4. In the event the Option Agreement is still in effect on January 16,
2001, and the resale of Registrable Securities has not been registered
for at least ninety (90) days as described above, then notwithstanding
the terms of the Option Agreement, the Optionee will have a period of
ninety (90) days to sell the Registrable Securities after the date a
Registration Statement registering the resale of the Registrable
Securities has been declared effective by the Securities and Exchange
Commission.
5. All expenses incurred in connection with all registrations pursuant
to this Amendment (in each case excluding underwriters' discounts and
commissions applicable to the shares of Registrable Securities being
registered), including without limitation all registration, filing, and
qualification fees (except that the Company shall not be obligated to
pay any registration, filing, or qualification fees payable by Optionee
to the extent that such payment is prohibited by the laws or regulations
of any state), printers' and accounting fees, and fees and disbursements
of counsel for the Company shall be paid by the Company. Optionee shall
pay the underwriters' discounts and commissions applicable to the
securities sold by such holder and fees and disbursements of such holder
and fees and disbursements of such holder's counsel, if any. Optionee
shall not have the right to cause the Company to employ any expert or
professional to act on behalf of the Company.
<PAGE>
6. In consideration of the performance by the Company of its
obligations under this Amendment, the Optionee agrees in connection with
a registration of the Company's securities that, upon the written
request of the Company or the underwriters managing any underwritten
offering of the Company's securities, the Optionee will not sell, make
any short sale of, lend, grant any option for the purchase of, or
otherwise dispose of, any options or shares of the Company's Common
Stock (other than those included in the registration) without the prior
written consent of the Company or such underwriters, as the case may be,
for such period of time (not to exceed 120 days) from the effective date
of such registration as the Company or the underwriters may specify.
This Amendment and the Stock Option Agreement constitute the entire
agreement between the parties pertaining to the subject matter contained
herein and therein and supersede all prior and contemporaneous
agreements, representations and understandings of the parties. No
supplement, modification or amendment of this Amendment shall be binding
unless signed by the party to be charged therewith.
SPORT SUPPLY GROUP, INC.
/s/ Geoffrey P. Jurick
Geoffrey P. Jurick
Chairman of the Board
and Chief Executive Officer
/s/ Adam Blumenfeld
Adam Blumenfeld
AMENDMENT TO STOCK OPTION AGREEMENTS
THIS AMENDMENT TO STOCK OPTION AGREEMENTS (this "Amendment"), dated
to be effective as of December 29, 1999, is by and between Adam
Blumenfeld ("Blumenfeld") and Sport Supply Group, Inc. ("SSG").
WHEREAS, SSG granted Blumenfeld the following stock options: (a)
Options to acquire 11,800 shares of SSG's Common Stock at an exercise
price of $10.63 per share (which was subsequently repriced to $6.88 per
share) pursuant to an Incentive Stock Option Agreement dated January 3,
1995 (the "1995 Options"); (b) Options to acquire 100,000 shares of
SSG's Common Stock at an exercise price of $6.88 per share pursuant to a
<PAGE>
Stock Option Agreement dated January 1, 1997, as amended by Amendment
No. 1 to Stock Option Agreement dated January 27, 1998 to be effective
as of January 16, 1998 (the "1997 Options"); and (c) Options to acquire
45,000 shares of SSG's Common Stock at an exercise price of $7.50 per
share pursuant to a Non-Qualified Stock Option Agreement dated January
27, 1998 (the "1998 Options") (the 1995 Options, 1997 Options and 1998
Options are collectively referred to herein as the "Options").
WHEREAS, Blumenfeld resigned as an officer and employee of SSG
effective December 31, 1999.
WHEREAS, the Board of Directors unanimously agreed to allow certain
of the Options that otherwise would expire upon termination of
Blumenfeld's employment to remain exercisable for a period of time
specified below.
NOW, THEREFORE, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1. The Stock Option Agreements governing the Options are hereby amended
to provide that, notwithstanding the terms of such Stock Option
Agreements, (i) all of the 1995 Options and 30,000 of the1998 Options
shall remain exercisable by Blumenfeld until one year from the date this
Agreement is signed by the parties hereto and (ii) all of the 1997
Options shall remain exercisable by Blumenfeld until one year from the
date a registration statement is effective with the Securities and
Exchange Commission registering the issuance and resale of the shares
underlying such options . The remaining 15,000 of the 1998 Options are
hereby terminated and are of no further force or effect.
2. The Stock Option Agreements governing the Options are hereby further
amended to provide that if, at any time during the term of the Options,
Blumenfeld engages in any activity, or fails to engage in any activity,
that results in a breach of a representation, warranty or covenant under
that Separation Agreement, dated the date hereof, by and between SSG and
Blumenfeld, then the Options shall terminate effective the date on which
the Optionee enters into such activity, or fails to engage in such
activity. If all or any portion of the Options were exercised prior to
such activity (or such failure to act), then (i) SSG shall have the
right to purchase from Blumenfeld any shares of Common Stock obtained by
Blumenfeld pursuant to the Options at a price per share equal to the
<PAGE>
exercise price of such Options that were exercised or (ii) Blumenfeld
shall be obligated to reimburse SSG for any profits realized by
Blumenfeld as a result of selling shares of Common Stock obtained by
Blumenfeld pursuant to the Options, without regard to any subsequent
market price decrease or increase.
3. Section III (Forfeiture/Setoff) of the 1998 Options is hereby deleted
in its entirety.
4. In the event Blumenfeld desires to exercise any of the Options, such
exercise shall be made through SSG's Stock Option Administrator (which
is currently Merrill Lynch). Blumenfeld acknowledges that Merrill Lynch
currently charges optionees a commission upon exercise of $.06 per
share, which commission is subject to change. Blumenfeld shall contact
SSG's General Counsel or President when he desires to exercise any
Options and they will coordinate Blumenfeld's proposed exercise through
such Administrator.
This Amendment, the Stock Option Agreements governing the Options, and
the Separation Agreement constitute the entire agreement between the
parties pertaining to the subject matter contained herein and therein
and supersede all prior and contemporaneous agreements, representations
and understandings of the parties. No supplement, modification or
amendment of this Amendment shall be binding unless signed by the party
to be charged therewith.
SPORT SUPPLY GROUP, INC.
/s/ John P. Walker
John P. Walker, President
/s/ Adam Blumenfeld
Adam Blumenfeld
5.1 and 23.1
Opinion of Terrence M. Babilla
Consent of Terrence M. Babilla
May 4, 2000
Sport Supply Group, Inc.
1901 Diplomat Drive
Farmers Branch, Texas 75234
Re: Registration Statement on Form S-8 for the Sport Supply Group Inc.
Stock Option Agreement and Restricted Stock Award Agreement
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 resale of 688,426 shares (the "Shares") of the Company's common
stock, $.01 par value. The Shares are issuable or were issued as
follows: (i) 100,000 Shares are issuable pursuant to the Sport Supply
Group, Inc. Stock Option Agreement, dated January 1, 1997 and as amended
January 16, 1998, between the Company and Adam Blumenfeld (the "Stock
Option Agreement"), (ii) 28,418 Shares have been issued under the
Restricted Stock Award Agreement, dated January 14, 1998, between the
Company and John P. Walker (the "Restricted Stock Agreement") and (iii)
560,008 Shares were issued or are issuable under the Company's amended
and restated stock option plan (the "Stock Option Plan"). The Shares
are being registered pursuant to registration statement on Form S-8 to
be filed with the Securities and Exchange Commission on or about May 4,
2000 (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
<PAGE>
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 (a) that in the case of
Shares issuable pursuant to the Stock Option Agreement or the Stock
Option Plan, if and when such Shares are issued, they will be validly
issued, fully paid and nonassessable upon issuance, 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 equals the
exercise price relative to such Shares (and the exercise price exceeds
the par value of the Shares) and (b) in the case of the Shares that have
been issued under the Restricted Stock Agreement, that such Shares were
validly issued and are fully paid and nonassessable.
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,
Chief Operating Officer,
Executive Vice President,
General Counsel and Secretary for
Sport Supply Group, Inc.
Exhibit 23.2
Consent of Independent Public Accountants
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement (Form S-8) pertaining to the Sport Supply
Group, Inc. Stock Option Agreement, Restricted Stock Award Agreement and
Sport Supply Group, Inc. Amended and Restated Stock Option Plan and to
the incorporation by reference therein of our report dated November 5,
1999 with respect to the consolidated financial statements of Sport
Supply Group, Inc. included in its Annual Report (Form 10-K) for the
year ended October 1, 1999, filed with the Securities and Exchange
Commission.
/S/ ERNST & YOUNG LLP
Dallas, Texas
May 3, 2000
