<PAGE>
As filed with the Securities and Exchange Commission on February 11, 1998
Registration No.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RENAISSANCE GOLF PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 86-0664849
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
12187 SOUTH BUSINESS PARK DRIVE, SUITE 100
DRAPER, UTAH 84020
(Address of Principal Executive Office) (Zip Code)
RENAISSANCE GOLF PRODUCTS, INC. FIVE INDIVIDUAL STOCK OPTION
PLANS WITH OFFICERS, DIRECTORS,
AND INDEPENDENT CONSULTANTS
(full title of the plans)
JOHN B. HEWLETT, CHIEF EXECUTIVE OFFICER
RENAISSANCE GOLF PRODUCTS, INC.
12187 SOUTH BUSINESS PARK DRIVE, SUITE 100, DRAPER, UTAH, 84020
(Name and address of agent for service)
(801) 501-0200
(Telephone number, including area code, of agent for service)
Copy to:
Bruce H. Haglund, Esq.
Gibson, Haglund & Johnson
2010 Main Street, Suite 400, Irvine, California 92614
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------
Proposed Proposed Maximum
Title of Amount Maximum aggregate Amount of
securities to be to be offering price offering registration
registered registered per share price(2) fee (2)
- ---------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock issuable
under the following:
INDIVIDUAL STOCK OPTION PLANS (1) 500,000 $3.00 $1,500,000.00
TOTAL 500,000 $1,500,000.00 $442.50
</TABLE>
FOOTNOTES ON FOLLOWING PAGE
1
<PAGE>
- --------------------------------------------------------------------------------
(1) INDIVIDUAL STOCK OPTION PLANS: 500,000 SHARES ISSUABLE UPON THE EXERCISE OF
OUTSTANDING OPTIONS AT $3.00 PER SHARE AND HELD IN THE AMOUNTS INDICATED BY
THE FOLLOWING OFFICERS, DIRECTORS, AND INDEPENDENT CONTRACTORS:
<TABLE>
<CAPTION>
NAME AND POSITION OPTIONS HELD
----------------- ------------
<S> <C> <C>
JOHN B. HEWLETT, CHIEF EXECUTIVE OFFICER OF THE REGISTRANT 225,000
WADE M. MITCHELL, VICE PRESIDENT OF FINANCE OF THE REGISTRANT 50,000
KURT MOORE, EXECUTIVE VICE PRESIDENT OF THE REGISTRANT 75,000
BRUCE H. HAGLUND, SECRETARY OF THE REGISTRANT 100,000
KENNETH W. CRAIG, VICE PRESIDENT OF PRODUCT DESIGN 50,000
</TABLE>
(2) THE REGISTRATION FEE IS BASED UPON THE CLOSING BID QUOTATION OF THE
COMPANY'S COMMON STOCK AS QUOTED ON THE OVER-THE-COUNTER BULLETIN BOARD OF
$3.00 ON FEBRUARY 4, 1998 FOR THE SHARES ISSUABLE UPON EXERCISE OF OPTIONS
RESERVED FOR ISSUANCE.
IN THE EVENT THAT ANY OF THE OPTIONS OUTSTANDING LAPSE OR ARE FORFEITED PURSUANT
TO THE TERMS OF THE PLANS UNDER WHICH THEY ARE ISSUED, THE OPTIONS AND THE
SHARES RELATED THERETO WOULD AGAIN BE AVAILABLE FOR ISSUANCE AND SALE PURSUANT
TO THIS REGISTRANT STATEMENT UNDER SUCH PLAN.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan(s) described herein.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1). Such documents need not be filed with the
Securities and Exchange Commission either as part of this Registration Statement
or as prospectuses or prospectus supplements pursuant to Rule 424. These
documents and the documents incorporated by reference in this Registration
Statement pursuant to Item 3 of Part II of this form, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Securities and
Exchange Commission are incorporated herein by reference:
(a) The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1997, filed pursuant to Section 13 of the
Exchange Act.
(b) The Company's Proxy Statement for the Company's annual meeting
of stockholders held on October 24, 1997.
(c) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996, filed pursuant to Section 13 of the
Exchange Act.
(d) The Company's Registration of Securities on Form SB-2 dated
November 12, 1993.
In addition, all reports and other documents filed by the Company
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities offered hereby
then remaining unsold, shall be deemed to be incorporated by reference herein
and shall be deemed to be a part hereof from the date of the filing of each such
report or document.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock of the Company, par value $.001 per share (the "Common
Stock") is registered pursuant to Section 12 of the Exchange Act, and,
therefore, the description of securities is omitted.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The financial statements and schedules of the Company included in the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996
have been incorporated by reference herein in reliance upon the report of Corbin
& Wertz, LLP, incorporated by reference herein, and upon the authority of such
firm as experts in accounting and auditing.
3
<PAGE>
The validity of the shares of Common Stock issued pursuant to the plans
registered hereunder has been passed upon by Gibson, Haglund & Johnson. Bruce
H. Haglund, of Gibson, Haglund & Johnson, is Secretary of the Company and owns
1,750 shares and vested options to purchase 750,000 shares of the Company's
Common Stock at $.50 per share.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Certificate of Incorporation permits the Company to
indemnify its officers and directors to the fullest extent permitted by Delaware
law. Section 145 of the Delaware General Corporation Law authorizes a
corporation to indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than a
derivative suit in the name of the corporation) for any expenses, judgments,
fines, amounts paid in settlement and other monetary damages actually and
reasonably incurred by reason of the fact that such person was an officer,
director, employee or agent of the corporation, if such person acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to a criminal
proceeding, had no reasonable cause to believe his or her conduct was
unreasonable. Any indemnification by a Delaware corporation, unless ordered by
a court, may be made only after a majority of the disinterested board of
directors, independent legal counsel to the corporation or the corporation's
shareholders have determined that indemnification is proper under the
circumstances because the applicable standard of conduct was fulfilled.
Delaware law allows a corporation to limit or eliminate the personal liability
of directors to the corporation and its shareholders for monetary damages for
breach of a director's fiduciary duties as a director. However, such a
limitation does not affect the liability of a director for (i) any breach of the
director's duty of loyalty to the corporation, (ii) acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of the
law, (iii) intentional or negligent payments of unlawful dividends or stock
redemptions or (iv) any transaction from which the director derived an improper
personal benefit. The Company's Certificate of Incorporation makes provision
for indemnification in terms sufficiently broad to permit indemnification under
certain circumstances for liabilities including reimbursement for expenses
incurred arising under the Securities Act of 1933, as amended (the "Act").
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Nonstatutory Stock Option Agreement between the Company and
John B. Hewlett, 225,000 shares at $3.00, dated October 27,
1997.
4.2 Nonstatutory Stock Option Agreement between the Company and
Wade M. Mitchell, 50,000 shares at $3.00, dated October 27,
1997.
4.3 Nonstatutory Stock Option Agreement between the Company and
Kurt Moore, 75,000 shares at $3.00, dated October 27, 1997.
4.4 Nonstatutory Stock Option Agreement between the Company and
Bruce H. Haglund, 100,000 shares at $3.00, dated October 27,
1997.
4.5 Nonstatutory Stock Option Agreement between the Company and
Kenneth W. Craig, 50,000 shares at $3.00, dated October 27,
1997.
5.1 Opinion of Counsel to the Company, with respect to the
legality of the shares.
4
<PAGE>
23.1 Consent of Counsel (included in the Opinion of Counsel filed
as Exhibit 5.1).
23.2 Consent of Corbin & Wertz, LLP
24.1 Power of Attorney (included on signature page hereof)
- -----------------------------------
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(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 of 1933;
(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, represents 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 Registration Statement is on Form S-3 or Form S-8 and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment 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.
(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) The undersigned registrant hereby undertakes that, for the
purpose of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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 the initial bona fide offering thereof.
5
<PAGE>
SIGNATURES
THE REGISTRANT. 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 Draper, State of Utah, on February 5, 1998.
RENAISSANCE GOLF PRODUCTS, INC.
By: /s/John B. Hewlett
-------------------------------------------
John B. Hewlett, Chief Executive Officer
THE PLAN. Pursuant to the requirements of the Securities Act of 1933,
the RENAISSANCE GOLF PRODUCTS, INC. Compensation Committee has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Draper, State of Utah, on February 5, 1998.
RENAISSANCE GOLF PRODUCTS, INC.
COMPENSATION COMMITTEE
/s/John B. Hewlett /s/Dennis L. Crockett
- --------------------------------- ---------------------------------
John B. Hewlett Dennis L. Crockett
/s/Miles T. Doody
- ---------------------------------
Miles T. Doody
6
<PAGE>
POWER OF ATTORNEY
We, the undersigned directors and officers of RENAISSANCE GOLF PRODUCTS,
INC., do hereby constitute and appoint Wade B. Mitchell and Bruce H. Haglund, or
either of them, acting individually, our true and lawful attorneys and agents,
to do any and all acts and things in our name and behalf in our capacities as
directors and officers and to execute any and all instruments for us in our
names in the capacities indicated below, which said attorneys and agents, or any
one of them, may deem necessary or advisable to enable said corporation to
comply with the Securities Act of 1933, as amended, and any rules, regulations,
and requirements of the Securities and Exchange Commission, in connection with
this Registration Statement, including specifically, but without limitation,
power and authority to sign for us or any of us in our names and in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereof; and we do hereby ratify and confirm all that the said
attorneys and agents, or any of them, shall 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 below by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- ---------- ----- ----
<S> <C> <C>
/s/John B. Hewlett Chief Executive Officer February 5, 1998
- -------------------------- (Principal Executive Officer)
John B. Hewlett and Director
/s/Wade B. Mitchell Vice President of Finance February 5, 1998
- -------------------------- (Principal Financial and
Wade B. Mitchell Accounting Officer) and Director
/s/Dennis L. Crockett Director February 5, 1998
- --------------------------
Dennis L. Crockett
/s/Miles T. Doody Director February 5, 1998
- --------------------------
Miles T. Doody
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER NAME OF EXHIBIT
- ------ ---------------
<S> <C>
4.1 Nonstatutory Stock Option Agreement between the Company
and John B. Hewlett, 225,000 shares at $3.00, dated October 27,
1997.
4.2 Nonstatutory Stock Option Agreement between the Company and
Wade M. Mitchell, 50,000 shares at $3.00, dated October 27, 1997.
4.3 Nonstatutory Stock Option Agreement between the Company and
Kurt Moore, 75,000 shares at $3.00, dated October 27, 1997.
4.4 Nonstatutory Stock Option Agreement between the Company and
Bruce H. Haglund, 100,000 shares at $3.00, dated October 27, 1997.
4.5 Nonstatutory Stock Option Agreement between the Company and
Kenneth W. Craig, 50,000 shares at $3.00, dated October 27, 1997.
5.1 Opinion of Counsel to the Company, with respect to the legality of
the shares.
23.1 Consent of Counsel (included in the Opinion of Counsel filed as
Exhibit 5.1).
23.2 Consent of Corbin & Wertz, LLP
24.1 Power of Attorney (included on signature page hereof)
</TABLE>
- ----------------------------
8
<PAGE>
NON-QUALIFIED
STOCK OPTION AGREEMENT
OF
RENAISSANCE GOLF PRODUCTS, INC.
THIS NON-QUALIFIED STOCK OPTION AGREEMENT, hereinafter referred to as
the "Option" or the "Agreement," is made as of the 27th day of October 1997,
between RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (hereinafter
referred to as the "COMPANY"), and JOHN B. HEWLETT (the "OPTIONEE"), at 12187
S. Business Park Drive, #100, Draper, Utah 84020.
The Board of Directors of the COMPANY hereby grants an option on 225,000
shares of common stock of the COMPANY ("Common Stock") to the OPTIONEE at the
price and in all respects subject to the terms, definitions and provisions of
the Agreement.
1. OPTION PRICE. The option price is $3.00 per share.
2. EXERCISE OF OPTION.
2.1 RIGHT TO EXERCISE. The options shall be exercisable (i) by the
OPTIONEE, his personal representative, or his assignee, in whole or in part in
accordance with the terms of this Agreement, (ii) is exercisable from the date
hereof and on or before October 27, 2007, and, (iii) shall not be subject to
adjustment in terms of the exercise price or the number of shares issuable
hereunder.
2.2 METHOD OF EXERCISE. This Option shall be exercisable by a
written notice which shall:
(a) State the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person in whose name the
shares are to be issued (if the shares are issued to individuals), the names,
addresses and Social Security Numbers of such persons; and
(b) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as are
required by law or as may be satisfactory to the COMPANY's counsel; and
(c) Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other than
the OPTIONEE, be accompanied by proof, satisfactory to counsel for the COMPANY,
of the right of such person or persons to exercise the Option; and
(d) Be accompanied by a payment for the purchase price of those
shares with respect to which the Option is being exercised in the form of cash
or check. The certificate or certificates for shares of Common Stock as to
which the Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
2.3 RESTRICTIONS ON EXERCISE. As a condition to his exercise of
this Option, the COMPANY may require the person exercising this Option to comply
with applicable laws or regulations.
3. TRANSFERABILITY OF OPTION. This Option may be transferred in any
manner by will or the laws of descent or distribution and may be exercised
during the lifetime of the OPTIONEE by an assignee of the OPTIONEE.
1
<PAGE>
4. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside shares of
Common Stock, which it now holds as authorized and unissued shares, in an amount
equal to the number of shares which will be issued upon the exercise of this
Option. If the Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased shares which were subject
thereto shall be free from any restrictions occasioned by this Option Agreement.
If the COMPANY has been listed on a stock exchange, the COMPANY will not be
required to issue or deliver any certificate or certificates for shares to be
issued hereunder until such shares have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange on which outstanding
shares of the same class may then be listed and until the COMPANY has taken such
steps as may, in the opinion of counsel for the CORPORATION, be required by law
and applicable regulations, including the rules and regulations of the
Securities and Exchange Commission, and state blue sky laws and regulations, in
connection with the issuance or sale of such shares, and the listing of such
shares on each such exchange. The COMPANY will use its best efforts to comply
with any such requirements forthwith upon the exercise of the Option.
5. NO ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The Option price
shall not be subject to mandatory adjustment upon a change in capitalization or
under any other circumstances.
6. NOTICES. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the COMPANY shall be addressed to it at its principal office at12187 S. Business
Park Drive, #100, Draper, Utah 84020, or to its then primary business address,
to the attention of the Secretary of the COMPANY. Each notice to the OPTIONEE
or other person or persons then entitled to exercise the Option shall be
addressed to the OPTIONEE or such other person or persons at the OPTIONEE's
address set forth in the heading of this Agreement. Anyone to whom a notice may
be given under this Agreement may designate a new address by notice to that
effect.
7. BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit of
and be binding upon each successor of the COMPANY. All obligations imposed upon
the OPTIONEE and all rights granted to the COMPANY under this Agreement shall be
binding upon the OPTIONEE's heirs, legal representatives, and successors. This
Agreement shall be the sole and exclusive source of any and all rights which the
OPTIONEE, his heirs, legal representatives, or successors may have in respect to
the Plan or any options or Common Stock granted or issued thereunder, whether to
him, or herself, or to any other person.
8. RESOLUTION OF DISPUTES. Any dispute or disagreement which should
arise under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board of
Directors of the COMPANY. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.
IN WITNESS WHEREOF, the COMPANY and the OPTIONEE have caused this Agreement
to be executed as of the day, month and year first above-written.
COMPANY: OPTIONEE:
RENAISSANCE GOLF PRODUCTS, INC. --------------------------
a Delaware corporation JOHN B. HEWLETT
By: (CORPORATE SEAL)
---------------------------------
KENNETH W. CRAIG,
Chief Operating Officer
2
<PAGE>
NON-QUALIFIED
STOCK OPTION AGREEMENT
OF
RENAISSANCE GOLF PRODUCTS, INC.
THIS NON-QUALIFIED STOCK OPTION AGREEMENT, hereinafter referred to as
the "Option" or the "Agreement," is made as of the 27th day of October 1997,
between RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (hereinafter
referred to as the "COMPANY"), and WADE M. MITCHELL (the "OPTIONEE"), at
12187 S. Business Park Drive, #100, Draper, Utah 84020.
The Board of Directors of the COMPANY hereby grants an option on 50,000
shares of common stock of the COMPANY ("Common Stock") to the OPTIONEE at the
price and in all respects subject to the terms, definitions and provisions of
the Agreement.
1. OPTION PRICE. The option price is $3.00 per share.
2. EXERCISE OF OPTION.
2.1 RIGHT TO EXERCISE. The options shall be exercisable (i) by the
OPTIONEE, his personal representative, or his assignee, in whole or in part in
accordance with the terms of this Agreement, (ii) is exercisable from the date
hereof and on or before October 27, 2007, and, (iii) shall not be subject to
adjustment in terms of the exercise price or the number of shares issuable
hereunder.
2.2 METHOD OF EXERCISE. This Option shall be exercisable by a
written notice which shall:
(a) State the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person in whose name the
shares are to be issued (if the shares are issued to individuals), the names,
addresses and Social Security Numbers of such persons; and
(b) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as are
required by law or as may be satisfactory to the COMPANY's counsel; and
(c) Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other than
the OPTIONEE, be accompanied by proof, satisfactory to counsel for the COMPANY,
of the right of such person or persons to exercise the Option; and
(d) Be accompanied by a payment for the purchase price of those
shares with respect to which the Option is being exercised in the form of cash
or check. The certificate or certificates for shares of Common Stock as to
which the Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
2.3 RESTRICTIONS ON EXERCISE. As a condition to his exercise of
this Option, the COMPANY may require the person exercising this Option to comply
with applicable laws or regulations.
3. TRANSFERABILITY OF OPTION. This Option may be transferred in any
manner by will or the laws of descent or distribution and may be exercised
during the lifetime of the OPTIONEE by an assignee of the OPTIONEE.
1
<PAGE>
4. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside shares of
Common Stock, which it now holds as authorized and unissued shares, in an amount
equal to the number of shares which will be issued upon the exercise of this
Option. If the Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased shares which were subject
thereto shall be free from any restrictions occasioned by this Option Agreement.
If the COMPANY has been listed on a stock exchange, the COMPANY will not be
required to issue or deliver any certificate or certificates for shares to be
issued hereunder until such shares have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange on which outstanding
shares of the same class may then be listed and until the COMPANY has taken such
steps as may, in the opinion of counsel for the CORPORATION, be required by law
and applicable regulations, including the rules and regulations of the
Securities and Exchange Commission, and state blue sky laws and regulations, in
connection with the issuance or sale of such shares, and the listing of such
shares on each such exchange. The COMPANY will use its best efforts to comply
with any such requirements forthwith upon the exercise of the Option.
5. NO ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The Option price
shall not be subject to mandatory adjustment upon a change in capitalization or
under any other circumstances.
6. NOTICES. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the COMPANY shall be addressed to it at its principal office at 12187 S.
Business Park Drive, #100, Draper, Utah 84020, or to its then primary business
address, to the attention of the Secretary of the COMPANY. Each notice to the
OPTIONEE or other person or persons then entitled to exercise the Option shall
be addressed to the OPTIONEE or such other person or persons at the OPTIONEE's
address set forth in the heading of this Agreement. Anyone to whom a notice may
be given under this Agreement may designate a new address by notice to that
effect.
7. BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit of
and be binding upon each successor of the COMPANY. All obligations imposed upon
the OPTIONEE and all rights granted to the COMPANY under this Agreement shall be
binding upon the OPTIONEE's heirs, legal representatives, and successors. This
Agreement shall be the sole and exclusive source of any and all rights which the
OPTIONEE, his heirs, legal representatives, or successors may have in respect to
the Plan or any options or Common Stock granted or issued thereunder, whether to
him, or herself, or to any other person.
8. RESOLUTION OF DISPUTES. Any dispute or disagreement which should
arise under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board of
Directors of the COMPANY. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.
IN WITNESS WHEREOF, the COMPANY and the OPTIONEE have caused this Agreement
to be executed as of the day, month and year first above-written.
COMPANY: OPTIONEE:
RENAISSANCE GOLF PRODUCTS, INC. --------------------------
a Delaware corporation WADE M. MITCHELL
By: (CORPORATE SEAL)
----------------------------------
JOHN B. HEWLETT,
Chief Executive Officer
2
<PAGE>
NON-QUALIFIED
STOCK OPTION AGREEMENT
OF
RENAISSANCE GOLF PRODUCTS, INC.
THIS NON-QUALIFIED STOCK OPTION AGREEMENT, hereinafter referred to as
the "Option" or the "Agreement," is made as of the 27th day of October 1997,
between RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (hereinafter
referred to as the "COMPANY"), and KURT A. MOORE (the "OPTIONEE"), at 12187
S. Business Park Drive, #100, Draper, Utah 84020.
The Board of Directors of the COMPANY hereby grants an option on 75,000
shares of common stock of the COMPANY ("Common Stock") to the OPTIONEE at the
price and in all respects subject to the terms, definitions and provisions of
the Agreement.
1. OPTION PRICE. The option price is $3.00 per share.
2. EXERCISE OF OPTION.
2.1 RIGHT TO EXERCISE. The options shall be exercisable (i) by the
OPTIONEE, his personal representative, or his assignee, in whole or in part in
accordance with the terms of this Agreement, (ii) is exercisable from the date
hereof and on or before October 27, 2007, and, (iii) shall not be subject to
adjustment in terms of the exercise price or the number of shares issuable
hereunder.
2.2 METHOD OF EXERCISE. This Option shall be exercisable by a
written notice which shall:
(a) State the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person in whose name the
shares are to be issued (if the shares are issued to individuals), the names,
addresses and Social Security Numbers of such persons; and
(b) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as are
required by law or as may be satisfactory to the COMPANY's counsel; and
(c) Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other than
the OPTIONEE, be accompanied by proof, satisfactory to counsel for the COMPANY,
of the right of such person or persons to exercise the Option; and
(d) Be accompanied by a payment for the purchase price of those
shares with respect to which the Option is being exercised in the form of cash
or check. The certificate or certificates for shares of Common Stock as to
which the Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
2.3 RESTRICTIONS ON EXERCISE. As a condition to his exercise of
this Option, the COMPANY may require the person exercising this Option to comply
with applicable laws or regulations.
3. TRANSFERABILITY OF OPTION. This Option may be transferred in any
manner by will or the laws of descent or distribution and may be exercised
during the lifetime of the OPTIONEE by an assignee of the OPTIONEE.
1
<PAGE>
4. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside shares of
Common Stock, which it now holds as authorized and unissued shares, in an amount
equal to the number of shares which will be issued upon the exercise of this
Option. If the Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased shares which were subject
thereto shall be free from any restrictions occasioned by this Option Agreement.
If the COMPANY has been listed on a stock exchange, the COMPANY will not be
required to issue or deliver any certificate or certificates for shares to be
issued hereunder until such shares have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange on which outstanding
shares of the same class may then be listed and until the COMPANY has taken such
steps as may, in the opinion of counsel for the CORPORATION, be required by law
and applicable regulations, including the rules and regulations of the
Securities and Exchange Commission, and state blue sky laws and regulations, in
connection with the issuance or sale of such shares, and the listing of such
shares on each such exchange. The COMPANY will use its best efforts to comply
with any such requirements forthwith upon the exercise of the Option.
5. NO ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The Option price
shall not be subject to mandatory adjustment upon a change in capitalization or
under any other circumstances.
6. NOTICES. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the COMPANY shall be addressed to it at its principal office at 12187 S.
Business Park Drive, #100, Draper, Utah 84020, or to its then primary business
address, to the attention of the Secretary of the COMPANY. Each notice to the
OPTIONEE or other person or persons then entitled to exercise the Option shall
be addressed to the OPTIONEE or such other person or persons at the OPTIONEE's
address set forth in the heading of this Agreement. Anyone to whom a notice may
be given under this Agreement may designate a new address by notice to that
effect.
7. BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit of
and be binding upon each successor of the COMPANY. All obligations imposed upon
the OPTIONEE and all rights granted to the COMPANY under this Agreement shall be
binding upon the OPTIONEE's heirs, legal representatives, and successors. This
Agreement shall be the sole and exclusive source of any and all rights which the
OPTIONEE, his heirs, legal representatives, or successors may have in respect to
the Plan or any options or Common Stock granted or issued thereunder, whether to
him, or herself, or to any other person.
8. RESOLUTION OF DISPUTES. Any dispute or disagreement which should
arise under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board of
Directors of the COMPANY. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.
IN WITNESS WHEREOF, the COMPANY and the OPTIONEE have caused this Agreement
to be executed as of the day, month and year first above-written.
COMPANY: OPTIONEE:
RENAISSANCE GOLF PRODUCTS, INC. --------------------------
a Delaware corporation KURT A. MOORE
By: (CORPORATE SEAL)
---------------------------------
JOHN B. HEWLETT,
Chief Executive Officer
2
<PAGE>
NON-QUALIFIED
STOCK OPTION AGREEMENT
OF
RENAISSANCE GOLF PRODUCTS, INC.
THIS NON-QUALIFIED STOCK OPTION AGREEMENT, hereinafter referred to as
the "Option" or the "Agreement," is made as of the 27th day of October 1997,
between RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (hereinafter
referred to as the "COMPANY"), and BRUCE H. HAGLUND (the "OPTIONEE"), at 20
Foxboro, Irvine, California 92714.
The Board of Directors of the COMPANY hereby grants an option on 100,000
shares of common stock of the COMPANY ("Common Stock") to the OPTIONEE at the
price and in all respects subject to the terms, definitions and provisions of
the Agreement.
1. OPTION PRICE. The option price is $3.00 per share.
2. EXERCISE OF OPTION.
2.1 RIGHT TO EXERCISE. The options shall be exercisable (i) by the
OPTIONEE, his personal representative, or his assignee, in whole or in part in
accordance with the terms of this Agreement, (ii) is exercisable from the date
hereof and on or before October 27, 2007, and, (iii) shall not be subject to
adjustment in terms of the exercise price or the number of shares issuable
hereunder.
2.2 METHOD OF EXERCISE. This Option shall be exercisable by a
written notice which shall:
(a) State the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person in whose name the
shares are to be issued (if the shares are issued to individuals), the names,
addresses and Social Security Numbers of such persons; and
(b) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as are
required by law or as may be satisfactory to the COMPANY's counsel; and
(c) Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other than
the OPTIONEE, be accompanied by proof, satisfactory to counsel for the COMPANY,
of the right of such person or persons to exercise the Option; and
(d) Be accompanied by a payment for the purchase price of those
shares with respect to which the Option is being exercised in the form of cash
or check. The certificate or certificates for shares of Common Stock as to
which the Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
2.3 RESTRICTIONS ON EXERCISE. As a condition to his exercise of
this Option, the COMPANY may require the person exercising this Option to comply
with applicable laws or regulations.
3. TRANSFERABILITY OF OPTION. This Option may be transferred in any
manner by will or the laws of descent or distribution and may be exercised
during the lifetime of the OPTIONEE by an assignee of the OPTIONEE.
1
<PAGE>
4. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside shares of
Common Stock, which it now holds as authorized and unissued shares, in an amount
equal to the number of shares which will be issued upon the exercise of this
Option. If the Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased shares which were subject
thereto shall be free from any restrictions occasioned by this Option Agreement.
If the COMPANY has been listed on a stock exchange, the COMPANY will not be
required to issue or deliver any certificate or certificates for shares to be
issued hereunder until such shares have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange on which outstanding
shares of the same class may then be listed and until the COMPANY has taken such
steps as may, in the opinion of counsel for the CORPORATION, be required by law
and applicable regulations, including the rules and regulations of the
Securities and Exchange Commission, and state blue sky laws and regulations, in
connection with the issuance or sale of such shares, and the listing of such
shares on each such exchange. The COMPANY will use its best efforts to comply
with any such requirements forthwith upon the exercise of the Option.
5. NO ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The Option price
shall not be subject to mandatory adjustment upon a change in capitalization or
under any other circumstances.
6. NOTICES. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the COMPANY shall be addressed to it at its principal office at 12187 S.
Business Park Drive, #100, Draper, Utah 84020, or to its then primary business
address, to the attention of the Secretary of the COMPANY. Each notice to the
OPTIONEE or other person or persons then entitled to exercise the Option shall
be addressed to the OPTIONEE or such other person or persons at the OPTIONEE's
address set forth in the heading of this Agreement. Anyone to whom a notice may
be given under this Agreement may designate a new address by notice to that
effect.
7. BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit of
and be binding upon each successor of the COMPANY. All obligations imposed upon
the OPTIONEE and all rights granted to the COMPANY under this Agreement shall be
binding upon the OPTIONEE's heirs, legal representatives, and successors. This
Agreement shall be the sole and exclusive source of any and all rights which the
OPTIONEE, his heirs, legal representatives, or successors may have in respect to
the Plan or any options or Common Stock granted or issued thereunder, whether to
him, or herself, or to any other person.
8. RESOLUTION OF DISPUTES. Any dispute or disagreement which should
arise under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board of
Directors of the COMPANY. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.
IN WITNESS WHEREOF, the COMPANY and the OPTIONEE have caused this Agreement
to be executed as of the day, month and year first above-written.
COMPANY: OPTIONEE:
RENAISSANCE GOLF PRODUCTS, INC. --------------------------
a Delaware corporation BRUCE H. HAGLUND
By: (CORPORATE SEAL)
--------------------------------
JOHN B. HEWLETT,
Chief Executive Officer
2
<PAGE>
NON-QUALIFIED
STOCK OPTION AGREEMENT
OF
RENAISSANCE GOLF PRODUCTS, INC.
THIS NON-QUALIFIED STOCK OPTION AGREEMENT, hereinafter referred to as
the "Option" or the "Agreement," is made as of the 27th day of October 1997,
between RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (hereinafter
referred to as the "COMPANY"), and KENNETH W. CRAIG (the "OPTIONEE"), at
12187 S. Business Park Drive, #100, Draper, Utah 84020.
The Board of Directors of the COMPANY hereby grants an option on 50,000
shares of common stock of the COMPANY ("Common Stock") to the OPTIONEE at the
price and in all respects subject to the terms, definitions and provisions of
the Agreement.
1. OPTION PRICE. The option price is $3.00 per share.
2. EXERCISE OF OPTION.
2.1 RIGHT TO EXERCISE. The options shall be exercisable (i) by the
OPTIONEE, his personal representative, or his assignee, in whole or in part in
accordance with the terms of this Agreement, (ii) is exercisable from the date
hereof and on or before October 27, 2007, and, (iii) shall not be subject to
adjustment in terms of the exercise price or the number of shares issuable
hereunder.
2.2 METHOD OF EXERCISE. This Option shall be exercisable by a
written notice which shall:
(a) State the election to exercise the Option, the number of
shares in respect of which it is being exercised, the person in whose name the
shares are to be issued (if the shares are issued to individuals), the names,
addresses and Social Security Numbers of such persons; and
(b) Contain such representations and agreements as to the
holder's investment intent with respect to such shares of Common Stock as are
required by law or as may be satisfactory to the COMPANY's counsel; and
(c) Be signed by the person or persons entitled to exercise the
Option and, if the Option is being exercised by any person or persons other than
the OPTIONEE, be accompanied by proof, satisfactory to counsel for the COMPANY,
of the right of such person or persons to exercise the Option; and
(d) Be accompanied by a payment for the purchase price of those
shares with respect to which the Option is being exercised in the form of cash
or check. The certificate or certificates for shares of Common Stock as to
which the Option shall be exercised shall be registered in the name of the
person or persons exercising the Option.
2.3 RESTRICTIONS ON EXERCISE. As a condition to his exercise of
this Option, the COMPANY may require the person exercising this Option to comply
with applicable laws or regulations.
3. TRANSFERABILITY OF OPTION. This Option may be transferred in any
manner by will or the laws of descent or distribution and may be exercised
during the lifetime of the OPTIONEE by an assignee of the OPTIONEE.
1
<PAGE>
4. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside shares of
Common Stock, which it now holds as authorized and unissued shares, in an amount
equal to the number of shares which will be issued upon the exercise of this
Option. If the Option should expire or become unexercisable for any reason
without having been exercised in full, the unpurchased shares which were subject
thereto shall be free from any restrictions occasioned by this Option Agreement.
If the COMPANY has been listed on a stock exchange, the COMPANY will not be
required to issue or deliver any certificate or certificates for shares to be
issued hereunder until such shares have been listed (or authorized for listing
upon official notice of issuance) upon each stock exchange on which outstanding
shares of the same class may then be listed and until the COMPANY has taken such
steps as may, in the opinion of counsel for the CORPORATION, be required by law
and applicable regulations, including the rules and regulations of the
Securities and Exchange Commission, and state blue sky laws and regulations, in
connection with the issuance or sale of such shares, and the listing of such
shares on each such exchange. The COMPANY will use its best efforts to comply
with any such requirements forthwith upon the exercise of the Option.
5. NO ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. The Option price
shall not be subject to mandatory adjustment upon a change in capitalization or
under any other circumstances.
6. NOTICES. Each notice relating to this Agreement shall be in writing
and delivered in person or by certified mail to the proper address. Each notice
shall be deemed to have been given on the date it is received. Each notice to
the COMPANY shall be addressed to it at its principal office at12187 S. Business
Park Drive, #100, Draper, Utah 84020, or to its then primary business address,
to the attention of the Secretary of the COMPANY. Each notice to the OPTIONEE
or other person or persons then entitled to exercise the Option shall be
addressed to the OPTIONEE or such other person or persons at the OPTIONEE's
address set forth in the heading of this Agreement. Anyone to whom a notice may
be given under this Agreement may designate a new address by notice to that
effect.
7. BENEFITS OF AGREEMENT. This Agreement shall inure to the benefit of
and be binding upon each successor of the COMPANY. All obligations imposed upon
the OPTIONEE and all rights granted to the COMPANY under this Agreement shall be
binding upon the OPTIONEE's heirs, legal representatives, and successors. This
Agreement shall be the sole and exclusive source of any and all rights which the
OPTIONEE, his heirs, legal representatives, or successors may have in respect to
the Plan or any options or Common Stock granted or issued thereunder, whether to
him, or herself, or to any other person.
8. RESOLUTION OF DISPUTES. Any dispute or disagreement which should
arise under, or as a result of, or in any way relate to, the interpretation,
construction or application of this Agreement will be determined by the Board of
Directors of the COMPANY. Any determination made hereunder shall be final,
binding, and conclusive for all purposes.
IN WITNESS WHEREOF, the COMPANY and the OPTIONEE have caused this Agreement
to be executed as of the day, month and year first above-written.
COMPANY: OPTIONEE:
RENAISSANCE GOLF PRODUCTS, INC. --------------------------
a Delaware corporation KENNETH W. CRAIG
By: (CORPORATE SEAL)
---------------------------------
JOHN B. HEWLETT,
Chief Executive Officer
2
<PAGE>
February 4, 1998
Renaissance Golf Products, Inc.
12187 South Business Park Drive, Suite 100
Draper, Utah 84020
Re: Registration of Shares of Common Stock
Issuable Pursuant to Stock Option Plans
Gentlemen:
We have examined a copy of the Registration Statement on Form S-8 (the
"Registration Statement") of Renaissance Golf Products, Inc., a Delaware
corporation (the "Company"), for the registration under the Securities Act of
1933, as amended, of up to 500,000 shares of the Company's Common Stock, par
value $.001 per share (the "Shares"), issuable upon exercise of options granted
pursuant to individual stock option agreements with directors, officers,
consultants or advisors (the "Agreements"). We have also examined the
Certificate of Incorporation of the Company, the Plan, the Agreements, and such
other corporate records and other documents as we have deemed necessary in order
to express the opinion set forth below.
We are of the opinion that, upon exercise of the options granted under the
Plans and the Agreements, and payment in full of the exercise price therefor,
the Shares will have been duly authorized, validly issued, and fully paid and
nonassessable shares of Common Stock of the Company under the laws of the State
of Delaware, where the Company is incorporated.
We hereby consent to the reference to this firm under Item 5 of the
Registration Statement and to the filing of this opinion, including this
consent, as an exhibit to the Registration Statement.
Very truly yours,
Gibson, Haglund & Johnson
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
Board of Directors
Renaissance Golf Products, Inc.
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 20, 1997, except as to
Note 14, which is as of April 11, 1997, appearing in the Annual Report on
Form 10-KSB of Renaissance Golf Products, Inc. for the year ended
December 31, 1996 and to the reference to us under Item 5.
/s/ CORBIN & WERTZ
CORBIN & WERTZ
Irvine, California
February 10, 1998
