<PAGE>
As filed with the Securities and Exchange Commission on November 12, 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. INDIVIDUAL STOCK OPTION
AGREEMENT
(full title of the plans)
JOHN B. HEWLETT, CHAIRMAN OF THE BOARD
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:
Ted B. Paulsen, Esq.
Gibson, Haglund & Johnson
2 Park Plaza, Suite 450, 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)
- -------------------------------------------------------------------------------------------------
Common Stock issuable
under the following:
<S> <C> <C> <C> <C>
NON-QUALIFIED STOCK
OPTION AGREEMENT (1) 50,000 $1.00 $50,000
TOTAL 50,000 $50,000 $13.90
FOOTNOTES ON FOLLOWING PAGE
</TABLE>
Exhibit index is located at sequentially numbered page 8.
1
<PAGE>
- --------------------------------------------------------------------------------
(1) NON-QUALIFIED STOCK OPTION AGREEMENT: 50,000 SHARES ISSUABLE UPON THE
EXERCISE OF OUTSTANDING OPTIONS AT THE EXERCISE PRICE AND IN THE AMOUNT
INDICATED BELOW:
<TABLE>
<CAPTION>
NAME OPTIONS HELD EXERCISE PRICE
---- ------------ --------------
<S> <C> <C>
ED BAILEY $50,000 $1.25
</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
$1.00 ON OCTOBER 21, 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
March 31, 1998, filed pursuant to Section 13 of the Exchange Act.
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998, filed pursuant to Section 13 of the Exchange Act.
(c) The Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1998, filed pursuant to Section 13 of the Exchange Act.
(d) The Company's Proxy Statement for the Company's annual meeting of
stockholders to be held on July 14, 1998.
(e) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, filed pursuant to Section 13 of the Exchange Act.
(f) 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
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
501,750 shares and vested options to purchase 350,000 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.
<TABLE>
<S> <C>
4.1 Non-Qualified Stock Option Agreement between the Company and
Ed Bailey, 50,000 shares at $1.25, dated September 15,
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).
24.1 Power of Attorney (included on signature page hereof)
</TABLE>
- ------------------------------------
4
<PAGE>
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 November 12, 1998.
RENAISSANCE GOLF PRODUCTS, INC.
By: /s/ John B. Hewlett
------------------------------------------
John B. Hewlett, Chairman of the Board
NON-QUALIFIED STOCK OPTION AGREEMENTS. 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 November 12, 1998.
RENAISSANCE GOLF PRODUCTS, INC.
COMPENSATION COMMITTEE
/s/ Ralph W. Rasmussen /s/ Dennis L. Crockett
- ------------------------------ ---------------------------------
Ralph W. Rasmussen Dennis L. Crockett
/s/ Bruce H. Haglund
- ------------------------------
Bruce H. Haglund
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/ Steven L. Flint
- --------------------------- Director November 12, 1998
Steven L. Flint
/s/ John B. Hewlett Chairman of the Board of November 12, 1998
- --------------------------- Directors
John B. Hewlett
/s/ Wade B. Mitchell Vice President of Finance November 12, 1998
- --------------------------- (Principal Financial and
Wade B. Mitchell Accounting Officer)
/s/ Dennis L. Crockett Director November 12, 1998
- ---------------------------
Dennis L. Crockett
/s/ Bruce H. Haglund Director November 12, 1998
- ---------------------------
Bruce H. Haglund
/s/ Ralph W. Rasmussen Director November 12, 1998
- ---------------------------
Ralph W. Rasmussen
</TABLE>
7
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER NAME OF EXHIBIT NUMBERED PAGE
- ------ --------------- -------------
<C> <S> <C>
4.1 Non-Qualified Stock Option Agreement between the -------
Company and Ed Bailey, 50,000 shares at $1.25,
dated September 15, 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).
24.1 Power of Attorney (included on signature page -------
hereof)
</TABLE>
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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 September 15, 1997, between
RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (hereinafter referred
to as the "COMPANY"), and ED BAILEY (the "OPTIONEE"), at 12187 South Business
Park Drive, 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 $1.25 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 10 years from the date of grant, 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.
EXHIBIT "A"
Page 1 of Two
<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.
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 ED BAILEY
By: (CORPORATE SEAL)
-----------------------------
JOHN B. HEWLETT,
Chief Executive Officer
EXHIBIT "A"
Page 2 of Two
<PAGE>
[LETTERHEAD]
November 9, 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 a Non-Qualified Stock Option Agreement
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 50,000 shares of the Company's Common Stock, par
value $.001 per share (the "Shares"), issuable upon exercise of options
granted pursuant to an individual stock option agreement with Ed Bailey (the
"Agreement"). We have also examined the Certificate of Incorporation of the
Company, 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 Plan and the Agreement, 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,
/s/ Bruce H. Haglund
----------------------------
Bruce H. Haglund
BHH:jwr
