<PAGE>
As filed with the Securities and Exchange Commission on July 9, 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
AGREEMENTS
(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)
- -------------------------------------------------------------------------------------------------
Common Stock issuable
under the following:
<S> <C> <C> <C> <C>
NON-QUALIFIED STOCK
OPTION AGREEMENTS (1) 118,750 $3.03 $359,813
TOTAL 118,750 $359,813 $106.14
FOOTNOTES ON FOLLOWING PAGE
</TABLE>
Exhibit index is located at sequentially numbered page 8.
1
<PAGE>
- --------------------------------------------------------------------------------
(1) NON-QUALIFIED STOCK OPTION AGREEMENTS: 118,750 SHARES ISSUABLE UPON THE
EXERCISE OF OUTSTANDING OPTONS AT THE EXERCISE PRICES AND IN THE AMOUNTS
INDICATED BELOW:
<TABLE>
<CAPTION>
NAME OPTIONS HELD EXERCISE PRICE
---- ------------ --------------
<S> <C> <C>
KENNETH W. CRAIG,
VICE PRESIDENT OF PRODUCT DESIGN 100,000 $ .50
KIRK OSHINOMI 6,250 $1.25
RICHARD J. CARR JR. 6,250 $1.25
RONALD H. KANISAKI 6,250 $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
$3.03 ON JULY 8, 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 Proxy Statement for the Company's annual meeting of
stockholders to be held on July 14, 1998.
(c) 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.
(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
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
Kenneth W. Craig, 300,000 shares at $.50, dated October 30,
1996.
4.2 Non-Qualified Stock Option Agreement between the Company and
Kirk D. Oshinomi, 6,250 shares at $1.25, dated September 15,
1997.
4.3 Non-Qualified Stock Option Agreement between the Company and
Richard J. Carr, Jr., 6,250 shares at $1.25, dated
September 15, 1997.
4.4 Non-Qualified Stock Option Agreement between the Company
and Ronald H. Kannisaki, 6,250 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 July 8, 1998.
RENAISSANCE GOLF PRODUCTS, INC.
By: /s/ John B. Hewlett
------------------------------------------
John B. Hewlett, Chief Executive Officer
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 July 8, 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 July 8, 1998
- --------------------------- (Principal Executive Officer)
John B. Hewlett and Director
/s/ Wade B. Mitchell Vice President of Finance July 8, 1998
- --------------------------- (Principal Financial and
Wade B. Mitchell Accounting Officer) and Director
/s/ Dennis L. Crockett Director July 8, 1998
- ---------------------------
Dennis L. Crockett
/s/ Miles T. Doody Director July 8, 1998
- ---------------------------
Miles T. Doody
/s/ Ralph W. Rasmussen Director July 8, 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 Kenneth W. Craig, 300,000 shares at
$.50, dated October 30, 1996.
4.2 Non-Qualified Stock Option Agreement between the Company and
Kirk D. Oshinomi, 6,250 shares at $1.25, dated September 15,
1997.
4.3 Non-Qualified Stock Option Agreement between the Company and
Richard J. Carr, Jr., 6,250 shares at $1.25, dated
September 15, 1997.
4.4 Non-Qualified Stock Option Agreement between the Company
and Ronald H. Kannisaki, 6,250 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>
- -------------------------------------
8
<PAGE>
RENAISSANCE GOLF PRODUCTS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT, hereinafter referred to as the
"Option" or the "Agreement," is made as of the 30th day of October 1996,
between RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (hereinafter
referred to as the "COMPANY"), and KENNETH W. CRAIG (the "OPTIONEE"), 612 Downs
Avenue, Temple Terrace, Florida 33617.
In connection with the placement of 100 Units, consisting of 10%
Convertible Subordinated Debentures and shares of Common Stock, pursuant to a
Private Placement Memorandum dated October 31, 1996 (the "Offering"), and his
agreement to serve as a member of the Board of Directors, the Board of Directors
of the COMPANY hereby grants an option on 300,000 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 $.50 per share.
2. EXERCISE OF OPTION.
2.1 RIGHT TO EXERCISE. The options shall be exercisable by the
OPTIONEE, his personal representative, or his assignee, in whole or in part in
accordance with the terms of this Agreement and is exercisable from the earlier
of (i) the date that 100 Units, consisting of 10% Convertible Subordinated
Debentures and shares of Common Stock, are subscribed pursuant to a Private
Placement Memorandum dated October 31, 1996 or as such offering may be extended
by the Board of Directors, or (ii) June 30, 2006, until the close of business on
December 31, 2006.
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.
Page 1 of Three
<PAGE>
2.4 ALTERNATIVE FORMS OF PAYMENT OF THE PURCHASE PRICE. In addition
to payment of the purchase price of those shares with respect to which the
Option is being exercised in cash, as specified in Section 2.2 (d) above, the
purchase price of the shares with respect to which the Option is being exercised
may be paid (i) by forgiveness of indebtedness owed by the COMPANY to the
OPTIONEE; (ii) by delivery to the COMPANY of shares of Common Stock of the
COMPANY equal in value, based on the "fair market value" (as hereinafter
defined), to the exercise price; (iii) by reducing the number of shares to be
delivered to the OPTIONEE upon exercise of the option by such number of shares
of Common Stock equal in value, based on the "fair market value" (as hereinafter
defined), to the exercise price; or (iv) by the delivery, concurrently with such
exercise, of a properly executed exercise notice for the option and irrevocable
instructions to a broker promptly to deliver to the COMPANY the purchase price
for the shares with respect to which the Option is being exercised or from the
proceeds of a loan being secured by the option shares. The term "fair market
value" shall mean the average over the previous five trading days of the
reported closing sales price on the Nasdaq Small Cap Market, the Nasdaq National
Market System, or such other national securities exchange on which the COMPANY's
shares may be traded, or if not trading on the Nasdaq Small Cap Market, the
Nasdaq National Market System, or a national securities exchange, the average of
the closing bid and asked prices in the over-the-counter market as furnished by
any New York Stock Exchange member firm selected from time to time by the
COMPANY for that purpose.
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.
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 OR STOCK SPLITS. Neither
the number of shares subject to the Option nor the exercise price shall be
subject to adjustment upon a change in capitalization, stock split, 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 5812 Machine
Drive, Huntington Beach, California 92649, 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,
Page 2 of Three
<PAGE>
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.
THE COMPANY:
RENAISSANCE GOLF PRODUCTS, INC.
a Delaware corporation
By:
------------------------
John B. Hewlett,
Chairman of the Board
(CORPORATE SEAL)
THE OPTIONEE:
- -----------------------
KENNETH W. CRAIG
Page 3 of Three
<PAGE>
RENAISSANCE GOLF PRODUCTS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), is made as
September 15, 1997 (the "Effective Date") by and between RENAISSANCE GOLF
PRODUCTS, INC., a Delaware corporation (the "COMPANY"), and KIRK OSHINOMI, an
individual (the "OPTIONEE"), residing at _________________________________.
WHEREAS, the Board of Directors of the COMPANY has determined that it is
to the advantage and in the best interest of the COMPANY and its stockholders
to grant the Option provided for herein to OPTIONEE to afford additional
incentive to consultants, vendors, customers, and others to increase their
efforts in providing significant services to the COMPANY.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. GRANT OF OPTION. The Company grants to OPTIONEE the right and
Option to purchase from the COMPANY, on the terms and conditions hereinafter
set forth, all or any part of an aggregate of 6,250 shares of the authorized
no par value Common Stock of the COMPANY, at the purchase price of $1.25 per
share (being not less than the fair market value per share of said stock on
the date hereof) as OPTIONEE may from time to time elect, exercisable on or
after the Effective Date hereof for a period of 10 years (the latter date
hereinafter referred to as the "Terminal Date"). No partial exercise of such
Option may be for less than 100 full shares, unless the number purchased is
the total number at the time purchasable under the option. In no event shall
the COMPANY be required to transfer fractional shares to OPTIONEE.
2. METHOD OF EXERCISE. The Option granted hereunder shall be
exercisable, from time to time, as hereinabove provided, by 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;
(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;
(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.
3. ISSUING OF STOCK CERTIFICATES. 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. The
COMPANY shall not be required to transfer or deliver any certificate or
certificates for the shares purchased upon exercise of the Option granted
hereunder until (a) compliance with the terms of this Agreement, (b)
compliance with all then applicable requirements of law; and (c)
1
<PAGE>
admission of such shares for trading privileges on any stock exchange on
which the stock may then be listed.
4. TERMINATION OF OPTION. The Option and all rights granted hereunder
to the extent such rights shall not have been exercised, shall terminate and
become null and void on the Terminal Date.
5. 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 or by an assignee of the OPTIONEE.
6. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside the
number of shares of Common Stock of the COMPANY subject to be granted upon
exercise of this Option which it now holds as authorized and unissued shares.
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 COMPANY, 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.
7. RECLASSIFICATION, CONSOLIDATION, OR MERGER. In the event of any
change in the Common Stock of the COMPANY subject to the Option granted
hereunder, through merger, consolidation, reorganization, recapitalization,
stock split, stock dividend, or other change in the corporate structure,
appropriate adjustment shall be made by the COMPANY in the number of shares
subject to such Option and the price per share; provided, however, that in
accordance with the provisions of Section 425(a) of the Code, a new Option
may be substituted for the Option granted hereunder or such Option may be
assumed by an employer corporation, or a parent or subsidiary of such
corporation, in connection with any transaction to which such Section is
applicable. Upon the dissolution or liquidation of the COMPANY other than in
connection with a transaction to which such Section is applicable, the Option
granted hereunder shall terminate and become null and void, but OPTIONEE
shall have the right immediately prior to such dissolution or liquidation to
exercise the Option granted hereunder to the full extent not before exercised.
8. RIGHT AS STOCKHOLDER. Neither OPTIONEE nor his executors,
administrators, heirs or legatees, shall be or have any rights or privileges
of a stock holder of the COMPANY in respect of the shares transferable upon
exercise of the Option granted hereunder, unless and until certificates
representing such shares shall have been endorsed, transferred, and delivered
and the transferee has caused his name to be entered as the stockholder of
record on the books of the COMPANY.
9. NOTICES. Any notice to be given under the terms of this Agreement
shall be addressed to the COMPANY in care of its Secretary at the main
offices for the transaction of its business, and any notice to be given to
OPTIONEE shall be addressed to OPTIONEE at the address set forth above, or at
such other place as either party may hereafter designate in writing to the
other. Any such notice shall be deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as herein required, certified,
and deposited (postage and certification prepaid) in a post office regularly
maintained by the United States Government.
10. 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
2
<PAGE>
representatives, and successors. This Agreement shall be the sole and
exclusive source of any and all rights which the OPTIONEE, OPTIONEE's heirs,
legal representatives, or successors may have in respect to the Plan or any
options or Common Stock granted or issued thereunder, whether to OPTIONEE,
or to any other person.
11. 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
By:
------------------------------ ------------------------------
John B. Hewlett KIRK OSHINOMI
Chairman of the Board
3
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RENAISSANCE GOLF PRODUCTS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), is made as
September 15, 1997 (the "Effective Date") by and between RENAISSANCE GOLF
PRODUCTS, INC., a Delaware corporation (the "COMPANY"), and RICHARD J. CARR
JR., an individual (the "OPTIONEE"), residing at _______________________.
WHEREAS, the Board of Directors of the COMPANY has determined that it is
to the advantage and in the best interest of the COMPANY and its stockholders
to grant the Option provided for herein to OPTIONEE to afford additional
incentive to consultants, vendors, customers, and others to increase their
efforts in providing significant services to the COMPANY.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
1. GRANT OF OPTION. The Company grants to OPTIONEE the right and
Option to purchase from the COMPANY, on the terms and conditions hereinafter
set forth, all or any part of an aggregate of 6,250 shares of the authorized
no par value Common Stock of the COMPANY, at the purchase price of $1.25 per
share (being not less than the fair market value per share of said stock on
the date hereof) as OPTIONEE may from time to time elect, exercisable on or
after the Effective Date hereof for a period of 10 years (the latter date
hereinafter referred to as the "Terminal Date"). No partial exercise of such
Option may be for less than 100 full shares, unless the number purchased is
the total number at the time purchasable under the option. In no event shall
the COMPANY be required to transfer fractional shares to OPTIONEE.
2. METHOD OF EXERCISE. The Option granted hereunder shall be
exercisable, from time to time, as hereinabove provided, by 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;
(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;
(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.
3. ISSUING OF STOCK CERTIFICATES. 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. The
COMPANY shall not be required to transfer or deliver any certificate or
certificates for the shares purchased upon exercise of the Option granted
hereunder until (a) compliance with the terms of this Agreement, (b)
compliance with all then applicable requirements of law; and (c)
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<PAGE>
admission of such shares for trading privileges on any stock exchange on
which the stock may then be listed.
4. TERMINATION OF OPTION. The Option and all rights granted hereunder
to the extent such rights shall not have been exercised, shall terminate and
become null and void on the Terminal Date.
5. 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 or by an assignee of the OPTIONEE.
6. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside the
number of shares of Common Stock of the COMPANY subject to be granted upon
exercise of this Option which it now holds as authorized and unissued shares.
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 COMPANY, 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.
7. RECLASSIFICATION, CONSOLIDATION, OR MERGER. In the event of any
change in the Common Stock of the COMPANY subject to the Option granted
hereunder, through merger, consolidation, reorganization, recapitalization,
stock split, stock dividend, or other change in the corporate structure,
appropriate adjustment shall be made by the COMPANY in the number of shares
subject to such Option and the price per share; provided, however, that in
accordance with the provisions of Section 425(a) of the Code, a new Option
may be substituted for the Option granted hereunder or such Option may be
assumed by an employer corporation, or a parent or subsidiary of such
corporation, in connection with any transaction to which such Section is
applicable. Upon the dissolution or liquidation of the COMPANY other than in
connection with a transaction to which such Section is applicable, the Option
granted hereunder shall terminate and become null and void, but OPTIONEE
shall have the right immediately prior to such dissolution or liquidation to
exercise the Option granted hereunder to the full extent not before exercised.
8. RIGHT AS STOCKHOLDER. Neither OPTIONEE nor his executors,
administrators, heirs or legatees, shall be or have any rights or privileges
of a stock holder of the COMPANY in respect of the shares transferable upon
exercise of the Option granted hereunder, unless and until certificates
representing such shares shall have been endorsed, transferred, and delivered
and the transferee has caused his name to be entered as the stockholder of
record on the books of the COMPANY.
9. NOTICES. Any notice to be given under the terms of this Agreement
shall be addressed to the COMPANY in care of its Secretary at the main
offices for the transaction of its business, and any notice to be given to
OPTIONEE shall be addressed to OPTIONEE at the address set forth above, or at
such other place as either party may hereafter designate in writing to the
other. Any such notice shall be deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as herein required, certified,
and deposited (postage and certification prepaid) in a post office regularly
maintained by the United States Government.
10. 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
2
<PAGE>
representatives, and successors. This Agreement shall be the sole and
exclusive source of any and all rights which the OPTIONEE, OPTIONEE's heirs,
legal representatives, or successors may have in respect to the Plan or any
options or Common Stock granted or issued thereunder, whether to OPTIONEE,
or to any other person.
11. 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
By:
------------------------------- -------------------------------
John B. Hewlett RICHARD J. CARR JR.
Chairman of the Board
3
<PAGE>
RENAISSANCE GOLF PRODUCTS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement"), is made as
September 15, 1997 (the "Effective Date") by and between RENAISSANCE GOLF
PRODUCTS, INC., a Delaware corporation (the "COMPANY"), and RONALD H. KANNISAKI,
an individual (the "OPTIONEE"), residing at .
WHEREAS, the Board of Directors of the COMPANY has determined that it is to
the advantage and in the best interest of the COMPANY and its stockholders to
grant the Option provided for herein to OPTIONEE to afford additional incentive
to consultants, vendors, customers, and others to increase their efforts in
providing significant services to the COMPANY.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
1. GRANT OF OPTION. The Company grants to OPTIONEE the right and Option
to purchase from the COMPANY, on the terms and conditions hereinafter set forth,
all or any part of an aggregate of 6,250 shares of the authorized no par value
Common Stock of the COMPANY, at the purchase price of $1.25 per share (being
not less than the fair market value per share of said stock on the date hereof)
as OPTIONEE may from time to time elect, exercisable on or after the Effective
Date hereof for a period of 10 years (the latter date hereinafter referred to as
the "Terminal Date"). No partial exercise of such Option may be for less than
100 full shares, unless the number purchased is the total number at the time
purchasable under the option. In no event shall the COMPANY be required to
transfer fractional shares to OPTIONEE.
2. METHOD OF EXERCISE. The Option granted hereunder shall be
exercisable, from time to time, as hereinabove provided, by 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;
(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;
(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.
3. ISSUING OF STOCK CERTIFICATES. 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. The
COMPANY shall not be required to transfer or deliver any certificate or
certificates for the shares purchased upon exercise of the Option granted
hereunder until (a) compliance with the terms of this Agreement, (b) compliance
with all then applicable requirements of law; and (c)
1
<PAGE>
admission of such shares for trading privileges on any stock exchange on
which the stock may then be listed.
4. TERMINATION OF OPTION. The Option and all rights granted hereunder
to the extent such rights shall not have been exercised, shall terminate and
become null and void on the Terminal Date.
5. 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 or by an assignee of the OPTIONEE.
6. STOCK SUBJECT TO THE OPTION. The COMPANY shall set aside the
number of shares of Common Stock of the COMPANY subject to be granted upon
exercise of this Option which it now holds as authorized and unissued shares.
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 COMPANY, 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.
7. RECLASSIFICATION, CONSOLIDATION, OR MERGER. In the event of any
change in the Common Stock of the COMPANY subject to the Option granted
hereunder, through merger, consolidation, reorganization, recapitalization,
stock split, stock dividend, or other change in the corporate structure,
appropriate adjustment shall be made by the COMPANY in the number of shares
subject to such Option and the price per share; provided, however, that in
accordance with the provisions of Section 425(a) of the Code, a new Option
may be substituted for the Option granted hereunder or such Option may be
assumed by an employer corporation, or a parent or subsidiary of such
corporation, in connection with any transaction to which such Section is
applicable. Upon the dissolution or liquidation of the COMPANY other than in
connection with a transaction to which such Section is applicable, the Option
granted hereunder shall terminate and become null and void, but OPTIONEE
shall have the right immediately prior to such dissolution or liquidation to
exercise the Option granted hereunder to the full extent not before exercised.
8. RIGHT AS STOCKHOLDER. Neither OPTIONEE nor his executors,
administrators, heirs or legatees, shall be or have any rights or privileges
of a stock holder of the COMPANY in respect of the shares transferable upon
exercise of the Option granted hereunder, unless and until certificates
representing such shares shall have been endorsed, transferred, and delivered
and the transferee has caused his name to be entered as the stockholder of
record on the books of the COMPANY.
9. NOTICES. Any notice to be given under the terms of this Agreement
shall be addressed to the COMPANY in care of its Secretary at the main
offices for the transaction of its business, and any notice to be given to
OPTIONEE shall be addressed to OPTIONEE at the address set forth above, or at
such other place as either party may hereafter designate in writing to the
other. Any such notice shall be deemed duly given when enclosed in a
properly sealed envelope or wrapper addressed as herein required, certified,
and deposited (postage and certification prepaid) in a post office regularly
maintained by the United States Government.
10. 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
2
<PAGE>
representatives, and successors. This Agreement shall be the sole and
exclusive source of any and all rights which the OPTIONEE, OPTIONEE's heirs,
legal representatives, or successors may have in respect to the Plan or any
options or Common Stock granted or issued thereunder, whether to OPTIONEE,
or to any other person.
11. 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
By:
------------------------------- -------------------------------
John B. Hewlett RONALD H. KANNISAKI
Chairman of the Board
3
<PAGE>
[LETTERHEAD]
June 26, 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 Non-Qualified Stock Option Agreements
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 400,000 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 Kenneth W. Craig (the
"Agreements"). 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
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,
/s/ Bruce H. Haglund
-------------------------------
Bruce H. Haglund
