<PAGE>
GOLF TRAINING SYSTEMS,INC.
3400 Corporate Way, Suite G
Duluth, Georgia 30136
(770) 623-6400
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held November 24, 1997
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To the Shareholders of Golf Training Systems, Inc.:
The Annual Meeting of Shareholders (the "Annual Meeting") of Golf
Training Systems, Inc. (the "Company") will be held at the Northeast Atlanta
Hilton, 5993 Peachtree Industrial Blvd., Norcross, Georgia 30092 on Monday,
November 24, 1997 at 9:00 a.m., for the purpose of acting upon the following
matters:
1. Election of Directors. To elect six Directors to the Board of Directors
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to serve until the next Annual Meeting of Shareholders in 1997
(Proposal 1).
2. Other Business. To consider such other business as may properly come
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before the Annual Meeting or any adjournments thereof.
The Board of Directors has set October 10, 1997 as the record date for the
Annual Meeting. Only shareholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS CAREFULLY READ THE PROPOSAL
AS MORE PARTICULARLY DESCRIBED IN THE ATTACHED PROXY STATEMENT.
YOUR PROXY IS IMPORTANT. WHETHER OR NOT A SHAREHOLDER PLANS TO ATTEND THE
ANNUAL MEETING, PLEASE VOTE BY MARKING THE PROPOSAL, SIGNING AND MAILING THE
PROXY TO THE COMPANY IN THE ACCOMPANYING ENVELOPE WHICH REQUIRES NO POSTAGE.
YOUR PROXY MAY BE REVOKED, IF YOU CHOOSE, AT ANY TIME PRIOR TO THE VOTE BEING
TAKEN ON THE MATTER AT THE ANNUAL MEETING.
By Order of the Board of Directors
Daniel A. Gordon
Chief Executive Officer
<PAGE>
GOLF TRAINING SYSTEMS, INC.
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PROXY STATEMENT
Annual Meeting of Shareholders
To Be Held November 24, 1997
PROXY SOLICITATION AND VOTING
General
This Proxy Statement is being furnished in connection with the solicitation
by the Board of Directors of Proxies from the shareholders of Golf Training
Systems, Inc. (the "Company") for use at the Annual Meeting of Shareholders
(the "Annual Meeting").
The enclosed Proxy is for use at the Annual Meeting if a shareholder is
unable to attend the Annual Meeting in person or wishes to have his shares voted
by Proxy, even if he attends the Annual Meeting. Any Proxy may be revoked by
the person giving it at any time before its exercise, by notice to the Secretary
of the Company, by submitting a Proxy having a later date, or by such person
appearing at the Annual Meeting and electing to vote in person. All shares
represented by valid Proxies received pursuant to this solicitation and not
revoked before their exercise, will be voted in the manner specified therein.
If a Proxy is signed and no specification is made, the shares represented by the
Proxy will be voted in favor of the Proposal described below and in accordance
with the best judgment of the persons exercising the Proxy with respect to any
other matters properly presented for action at the Annual Meeting.
Record Date and Outstanding Shares
The Board of Directors has set October 10, 1997 as the record date for the
Annual Meeting. Only shareholders of record at the close of business on the
record date will be entitled to notice of and to vote at the Annual Meeting. As
of the record date, there were 3,720,886 shares of common stock of the Company
issued and outstanding.
Quorum and Voting Rights
A quorum for the transaction of business at the Annual Meeting consists of
the holders of the majority of the outstanding shares of common stock of the
Company entitled to vote at the Annual Meeting present in person or represented
by Proxy.
<PAGE>
Each share of common stock of the Company is entitled to one vote on each
matter to come before the Annual Meeting. The Proposal to be voted on at the
Annual Meeting requires the affirmative vote of a plurality of the shares of
common stock of the Company present in person or represented by Proxy.
Solicitation of Proxies
In addition to this solicitation by mail, the officers and employees of the
Company, without additional compensation, may solicit Proxies in favor of the
Proposal, if deemed necessary, by personal contact, letter, telephone or other
means of communication. Brokers, nominees and other custodians and fiduciaries
will be requested to forward Proxy solicitation material to the beneficial
owners of the shares of common stock of the Company where appropriate, and the
Company will reimburse them for their reasonable expenses incurred in connection
with such transmittals. The costs of solicitation of Proxies for the Annual
Meeting will be borne by the Company.
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<PAGE>
ELECTION OF DIRECTORS
(PROPOSAL 1)
General
The members of the Board of Directors of the Company are elected by the
shareholders. The number of Directors is determined by resolution of the Board
of Directors. The Board of Directors has, by resolution, fixed the number of
Directors at six. The Annual Meeting is being held to elect seven Directors of
the Company to serve until the next Annual Meeting of Shareholders in 1998 or
until the successor of such Directors have been elected and qualified.
It is intended that each Proxy solicited on behalf of the Board of
Directors will be voted only for the election of the designated nominees. At
this time, the Board of Directors knows of no reason why a nominee might be
unable to serve, but if that should occur before the Annual Meeting, it is
intended that the Proxies will be voted for the election of such other person or
persons as the Board of Directors may recommend.
The Board of Directors of the Company presently consists of the seven
members, six of whom are the nominees for election as named below.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE PROPOSAL TO ELECT AS
DIRECTORS THE PERSONS NAMED BELOW.
Nominees
The following sets forth the name, age and principal occupation of each
nominee for election as a Director and the period during which he has previously
served as a Director.
Wayne C. McDonald, age 49, has been Chairman of the Board since the
Company's inception in June 1991 and was Chief Executive Officer of the Company
until February 1997. Mr. McDonald was president, chief executive officer and a
director of Cornerstone Products, Inc., a company that developed and marketed
point-of-sale products and programs in the sports industry since 1986.
Cornerstone Products, Inc. managed programs for the National Basketball
Association, Major League Baseball International, the National Hockey League,
the Indianapolis Motor Speedway, the Brickyard 400 and the United States Olympic
Committee.
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<PAGE>
Daniel A. Gordon, age 58, has been a Director of the Company since June
1996 and became the Chief Executive Officer in February 1997. Mr. Gordon has
been the owner/principal since 1992 of Corporate Growth Services, which provides
consulting support services to business in the early stages of development. Mr.
Gordon has also been chairman of the board of directors since 1993 of New
Paradigm Software Corp., a publicly held developer of computer systems
integration software. From 1989 to 1992, Mr. Gordon served as president of Coin
Banking Systems, Inc., which had been the banking system division of Coin
Financial Systems, Inc., a financial software company. Mr. Gordon served as
chairman and chief executive officer of Coin Financial Systems, Inc. from 1984
to 1989.
George P. Lee, III, age 39, has been President and Chief Operating Officer
of the Company since July 1993, has been a Director of the Company since its
inception in June 1991, and from its inception to July 1993 was the Company's
Vice President-Operations. From November 1990 to June 1991, Mr. Lee was self-
employed in the construction business. From 1979 to November 1990, Mr. Lee held
various positions with P.R. Orton, Inc., a general contractor and developer,
including vice president and general manager.
Nicholas J. Aquilino, age 59, has been a Director of the Company since the
Company's inception in June 1991 and has been Secretary of the Company since
August 1994. Mr. Aquilino was a partner of Aquilino & Welsh, patent counsel to
the Company, from 1967 to January 1993, when he became Of Counsel to such law
firm.
Thomas W. Tripp, age 44, was elected by the Board of Directors as a
Director of the Company in October 1996 to fill a vacancy on the Board. Mr.
Tripp is the owner and principal of Tripp & Associates, P.C. He was Chief
Financial Officer of the Company from April 1995 to February 1996 on a part-time
basis. Mr. Tripp has also been a financial officer of several other public and
non-public companies since June 1991, providing these services on a part-time
basis. Prior to June 1991, Mr. Tripp was a senior manager with Ernst & Young.
Richard E. White, age 45, has been a Director of the Company since August
1994. Mr. White became general manager of Subsidiary Brands of Nike, Inc. in
July 1997. Previously, Mr. White was a founder and has been chief executive
officer of Strategic Merchandising Associates, a sports industry consulting
firm, since April 1994. Mr. White was president of Major League Baseball
Properties, the licensing, marketing and publishing arm of Major League
Baseball, from 1988 to April 1994.
Meetings of the Board of Directors
The Board of Directors of the Company had four meetings during the 1997
fiscal year.
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<PAGE>
Executive Compensation
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The following table sets forth a summary of the compensation paid to or
accrued on behalf of the chief executive officer and the other executive officer
of the Company whose aggregate compensation exceeded $100,000 for services
rendered during fiscal years ended June 30, 1997 and June 30, 1996. No other
executive officer of the Company received compensation in excess of $100,000
during the fiscal years ended June 30, 1997 and June 30, 1996.
Summary Compensation Table
<TABLE>
<CAPTION>
Long Term
Compensation
Annual Compensation Awards
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<S> <C> <C> <C> <C> <C> <C>
Securities
Name and Other Annual Underlying All Other
Principal Fiscal Compensation Options Compensation
Position Year Salary ($) Bonus ($) ($)(1) (#) ($)
- --------------------- ------ --------- -------- --------------- ---------- -------------
Wayne C. McDonald 1997 $102,000 0 0 10,000 0
Chairman and Chief 1996 $102,000 0 0 10,000 0
Executive Officer
George P. Lee, III 1997 $102,000 0 0 10,000 0
President and Chief 1996 $102,000 0 0 10,000 0
Operating Officer
</TABLE>
(1) Compensation does not include any perquisites and other personal benefits
which may be derived from business-related expenditures that in the
aggregate do not exceed the lesser of $50,000 or 10% of the total annual
salary and bonus reported for such person.
The following table sets forth certain information regarding the grant
of stock options in the 1997 fiscal year to the persons named in the Summary
Compensation Table and the value of options held by such persons at the end of
such fiscal year.
Option Grants in Last Fiscal Year
Individual Grants
<TABLE>
<CAPTION>
Exercise
Number of Securities % of Total Options or Base
Underlying Options Granted to Employees Price
Table Granted (#) in Fiscal Year ($/Sh) Expiration Date
- ----- ------------------- --------------------- ----------- ---------------
<S> <C> <C> <C> <C>
Wayne C. McDonald 10,000 7% 1.69 November 24, 2006
George P. Lee, III 10,000 7% 1.69 November 24, 2006
</TABLE>
The following table sets forth certain information regarding the
exercise of stock options in the 1997 fiscal year by the persons named in the
Summary Compensation Table and the value of options held by such persons at the
end of such fiscal year.
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<PAGE>
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
<TABLE>
<CAPTION>
Number of
Securities Value of
Underlying Unexercised
Unexercised In-the-Money
Options at Options
FY-End (#) at FY-End ($)
Shares Acquired Value Realized Exercisable/ Exercisable/
Name on Exercise (#) ($) Unexercisable Unexercisable
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Wayne C. McDonald 0 0 24,000/6,000 0
George P. Lee, III 0 0 24,000/6,000 0
</TABLE>
Employment Agreements
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In October 1997, the Company approved an extension to the employment
agreements, which had expired, with Wayne C. McDonald, the Chairman of the
Company, and with George P. Lee, III, the President and Chief Operating Officer
of the Company. Each agreement has been extended for an initial term of two
years which annually renews for an additional one year and provides for a base
salary $102,000 per annum during the term of the agreement.
Director Compensation
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Directors are reimbursed for expenses actually incurred in connection
with each meeting of the Board of Directors or any committee thereof attended.
Stock Option Plan and Director Stock Options
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The Company's Stock Option Plan covers 600,000 shares of the Company's
common stock pursuant to which employees, officers and Directors of, and
consultants or advisors to, the Company and any subsidiary corporation are
eligible to receive incentive stock options and/or non-qualified stock options.
The Stock Option Plan, which expires in September 2004, is administered by the
Board of Directors or the Compensation Committee of the Board of Directors. The
purposes of the Plan are to insure the retention of existing executive
personnel, key employees, Directors, consultants and advisors and to provide
additional incentive by permitting such individuals to participate in the
ownership of the Company. The Company has issued 494,000 stock options, in the
aggregate, to 20 recipients as of the record date.
The provisions of the Stock Option Plan provide for the automatic
grant of stock options to purchase shares of common stock (the "Director
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<PAGE>
options") to Directors of the Company who are not employees or principal
stockholders of the Company ("Eligible Directors"). On December 31, 1994, each
Eligible Director received a Director option to purchase 10,000 shares of common
stock. Future Eligible Directors of the Company are entitled to be granted a
Director option to purchase 10,000 shares of common stock on the date that such
person is first elected or appointed a Director ("Initial Director option").
Further, commencing on the day immediately following the date of the Annual
Meeting of Shareholders for the Company's fiscal year ending June 30, 1995, each
Eligible Director is entitled to be granted a Director option to purchase 5,000
shares of common stock ("Automatic Grant"), other than Eligible Directors who
receive an Initial Director option since the last Automatic Grant, on the day
immediately following the date of each Annual Meeting of Shareholders
thereafter, as long as each Eligible Director is a member of the Board of
Directors. The exercise price for each share subject to a Director option shall
be equal to the fair market value of the common stock on the date of grant.
Director options are exercisable in four equal annual installments commencing
one year from the date the option is granted and will expire the earlier of ten
years from the date of grant or 90 days after the termination of the Director's
service on the Board of Directors. Presently, Eligible Directors for Director
options are Messrs. Aquilino, Smith, Tripp and White.
Compliance with Section 16(a) of the Securities and Exchange Act of 1934.
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Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's officers and Directors, and persons who own 10% or more of the
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and other equity securities of the Company. Officers,
Directors and 10% or more stockholders are required by the Securities and
Exchange Commission regulations to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company, during the fiscal year ended June 30,
1997, all Directors, officers or 10% shareholders complied with all Section
16(a) filing requirements.
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PRINCIPAL SHAREHOLDERS
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The following table sets forth certain information regarding the
shares of the Company's common stock owned as of the record date (i) by each
person who beneficially owns more than 5% of the shares of the Company's common
stock, (ii) by each of the Company's Directors, and (iii) by all Directors and
executive officers of the Company as a group.
Number of Percentage
Name of Beneficial Owner(1) Shares(2) Ownership(2)
- ------------------------------------ ------------ -------------
Wayne C. McDonald 147,701(3) 3.9%
Chairman
Daniel A. Gordon 210,000(4) 5.3
Chief Executive Officer
and Director
George P. Lee, III 155,701(5) 4.1
President, Chief Operating Officer
and Director
Nicholas J. Aquilino 52,862(6) 1.4
Director
Parker Smith 36,586(7) *
Director(7)
Thomas W. Tripp 25,611(8) *
Director
Richard E. White 20,000(9) *
Director
All directors and executive 648,461 15.9
officers as a group
(7 persons)
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*Less than 1%
(1) Except as otherwise indicated, the persons named in the above table have
sole voting and investment power with respect to all shares shown as
beneficially owned by them. The information as to beneficial ownership has been
furnished by the respective persons listed in the above table. Except as
otherwise indicated, the address of each beneficial owner is 3400 Corporate Way,
Suite G, Duluth, Georgia 30136.
(2) Based on 3,720,886 shares outstanding as of the record date, and shares
underlying outstanding options or warrants exercisable within 60 days of such
date are deemed to be outstanding for purposes of calculating the percentage
owned by holder.
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<PAGE>
(3) Includes 24,000 shares issuable upon exercise of outstanding stock options.
(4) Includes 200,000 shares issuable upon exercise of outstanding stock options
and 10,000 shares issuable upon exercise of outstanding Director options.
(5) Includes 24,000 shares issuable upon exercise of outstanding stock options
and 1,000 shares issuable upon exercise of outstanding warrants.
(6) Includes 20,000 shares issuable upon exercise of outstanding Director
options.
(7) Consists of 16,586 shares issuable upon exercise of outstanding warrants
held by Golf Products International, Inc., of which Mr. Smith is a principal
stockholder and president and 20,000 shares issuable upon exercise of
outstanding Director options. Mr. Smith is currently a Director but is not a
nominee for re-election as a Director.
(8) Includes of 8,000 shares issuable upon exercise of outstanding stock
options and 10,000 shares issuable upon exercise of outstanding Director
options.
(9) Consists of 20,000 shares issuable upon exercise of outstanding Director
options.
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<PAGE>
SHAREHOLDER PROPOSAL
Any shareholder proposal intended for inclusion in the Company's Proxy
Statement for the 1998 Annual Meeting of Shareholders must be received at the
principal offices of the Company not later than June 30, 1998.
OTHER MATTERS
At the time of the preparation of this Proxy Statement, the Company was not
aware of any matters to be presented for action at the Annual Meeting other than
the Proposal referred to herein. If other matters are properly presented for
action at the Annual Meeting, it is intended that the persons named as Proxies
will vote or refrain from voting in accordance with their best judgment on such
matters.
ANNUAL REPORT
Copies of the 1997 Annual Report are being mailed to all shareholders
together with this Proxy Statement.
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<PAGE>
PROXY
GOLF TRAINING SYSTEMS, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder hereby appoints Daniel A. Gordon and Thomas W.
Tripp, each or any one of them, with full power of substitution, as Proxies to
represent and to vote, as designated below, all the shares of common stock of
Golf Training Systems, Inc. (the "Company"), held of record by the undersigned
on October 10, 1997, at the Annual Meeting of the Shareholders (the "Annual
Meeting") to be held on November 24, 1997, or any adjournments thereof.
PROPOSAL 1. To elect six (6) Directors to the Board of Directors to serve until
the next Annual Meeting of Shareholders in 1998 or until the successors of such
Directors have been elected and qualified.
Nominees: Nicholas J. Aquilino, Daniel A. Gordon, George P. Lee, III, Wayne C.
McDonald, Thomas W. Tripp and Richard E. White
<TABLE>
<CAPTION>
<C> <S> <C>
Check [ ] FOR Nominees listed above [ ] WITHHOLD Authority to vote for all
- ----- (except as marked to the contrary below) Nominees listed above
One Box
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</TABLE>
Instructions: To withhold authority to vote for any individual Nominee, write
that Nominee's name in the following space provided:
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In their discretion, the Proxies are authorized to vote upon such of the matters
as may properly come before the Annual Meeting.
This Proxy revokes all prior proxies with respect to the Annual Meeting
and may be revoked prior to its exercise. Unless otherwise specified, this
Proxy will be voted "For" the Proposals and in the discretion of the persons
named as Proxies on all other matters which may properly come before the Annual
Meeting or any adjournments thereof.
Please sign exactly as name appears below. When shares are held by
joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.
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Signature
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(Signature if held jointly)
DATED: , 1997
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PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE
