<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8TH, 2000
RENAISSANCE GOLF PRODUCTS, INC.
You are cordially invited to attend the Annual Meeting of Stockholders of
Renaissance Golf Products, Inc. (the "Company"), which will be held Thursday,
June 8th, 2000 at the Company's principal executive offices located at 11585
South State Street, Draper, Utah 84020, telephone number (801) 501-0200 at 11:00
a.m. local time, or any adjournment thereof for the following purposes:
1. To elect Company directors for the upcoming year;
2. To consider and ratify the appointment of Jones, Jensen & Company as
independent auditors of the Company for the fiscal year ending December 31,
2000; and
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on May 5, 2000 will
be entitled to vote at the Annual Meeting or adjournment thereof.
By Order of the Board of Directors
John B. Hewlett
Chairman of the Board
May 10, 2000
IMPORTANT
PLEASE COMPLETE, DATE, SIGN, AND MAIL PROMPTLY THE ENCLOSED PROXY CARD IN THE
POSTAGE-PAID ENVELOPE PROVIDED TO ASSURE THAT YOUR SHARES ARE REPRESENTED AT THE
MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO
EVEN THOUGH YOU HAVE RETURNED YOUR PROXY.
<PAGE>
RENAISSANCE GOLF PRODUCTS, INC.
11585 South State Street
Draper, Utah 84020
PROXY STATEMENT
May 10, 2000
-------------------------
SOLICITATION OF PROXIES
DATE, TIME, AND PLACE
This Proxy Statement and the accompanying proxy/voting instruction card
("Proxy Card") are being mailed beginning on or about the date shown above, to
holders of common shares (the "Stockholders") in connection with the
solicitation of proxies by the Board of Directors (the "Board of Directors" or
"Board") of RENAISSANCE GOLF PRODUCTS, INC., a Delaware corporation (the
"Company"), to be used at the Annual Meeting of Stockholders (the "Meeting"), to
be held Thursday, June 8th, 2000 at the Company's principal executive offices
located at 11585 South State Street, Draper, Utah 84020, telephone number (801)
501-0200 at 11:00 a.m. local time, or any adjournment thereof.
QUORUM AND VOTING
Proxies are solicited to give all Stockholders of record at the close of
business on May 5, 2000 (the "Record Date"), an opportunity to vote on matters
that come before the Meeting. This procedure is necessary because Stockholders
live in various states and many may not be able to attend the Meeting. Shares of
Common Stock (the "Shares") can be voted only if the Stockholder is present in
person or is represented by proxy. The presence in person or by proxy of the
holders of a majority of the total outstanding voting Shares is necessary to
constitute a quorum at the Meeting.
When your Proxy Card is returned properly signed, the Shares represented
will be voted in accordance with your directions. You can specify your choices
by marking the appropriate boxes on the enclosed Proxy Card. If your Proxy Card
is signed and returned without specifying choices, the Shares will be voted as
recommended by the Board of Directors. Abstentions marked on the Proxy Card and
broker non-votes are voted neither "for" nor "against" items being voted upon,
but are counted in the determination of a quorum.
As of the Record Date, there were 9,429,475 Shares outstanding with an
additional 1,500,000 Share equivalents held by Preferred Stockholders that are
entitled to be voted. Each outstanding Share or equivalent is entitled to one
vote on each matter properly brought before the Meeting other than the election
of Directors which is by cumulative voting.
SOLICITATION AND COST
The Company will bear all costs and expenses related to this solicitation
of proxies by the Board of Directors, including the costs of preparing,
printing, and mailing to the Stockholders this Proxy Statement and accompanying
materials. In addition to the solicitation of proxies by use of the mails, the
Directors, Officers, and employees of the Company, without receiving additional
compensation, may solicit proxies personally, by telephone, or by any other
means of communication.
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REVOCABILITY OF PROXY
If you wish to give your proxy to someone other than the persons designated
by the Board of Directors, all names appearing on the enclosed Proxy Card must
be crossed out and the name of another person or persons inserted. The signed
card must be presented at the Meeting by the person or persons representing you.
You may revoke your proxy at any time before it is voted at the Meeting by
executing a later-dated proxy, by voting by ballot at the Meeting, or by filing
a written revocation of your proxy with the Company before the Meeting.
YOUR VOTE IS IMPORTANT. ACCORDINGLY, YOU ARE URGED TO SIGN AND RETURN THE
ACCOMPANYING PROXY CARD WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING. If you do
attend, you may vote by ballot at the Meeting, thereby canceling any proxy
previously given.
As a matter of policy, proxies, ballots, and voting tabulations that
identify individual Stockholders are kept private by the Company. Such documents
are available for examination only by the inspectors of election and certain
personnel associated with processing Proxy Cards and tabulating the vote. The
vote of any Stockholder is not disclosed except as may be necessary to meet
legal requirements.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
VOTING SECURITIES
As of the Record Date for the Annual Meeting of Stockholders, the number of
issued and outstanding shares of Common Stock totaled 9,429,475 Shares with an
1,500,000 Share equivalents held by Preferred Stockholders that are entitled to
be voted.
PRINCIPAL STOCKHOLDERS
The following table sets forth information concerning the beneficial
ownership of the Company's Shares as of March 31, 2000 for (i) each current
Director and each nominee for Director (ii) each named executive officer of the
Company as defined in 402(a)(2) of Regulation S-B of the Securities Act of 1933,
(iii) all persons known by the Company to beneficially own more than 5% of the
Company's voting Shares, and (iv) all Officers and Directors of the Company as a
group.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF
BENEFICIAL OWNER(1) NUMBER OF SHARES (2) PERCENT OF TOTAL (3)
------------------- -------------------- --------------------
<S> <C> <C> <C>
John B. Hewlett (4) 3,219,792 25.6%
Wade M. Mitchell (5) 412,500 4.2%
Dennis L. Crockett (6) 404,375 4.2%
Ralph W. Rasmussen (7) 37,500 *
Bruce H. Haglund (8) 889,250 9.2%
AKA Charitable Trust (9) 7,399,686 51.1%
All officers and Directors (10) 4,963,417 37.2%
as a group (five persons)
</TABLE>
* less than one percent
- ------------------------
(1) Unless otherwise noted, the Company believes that all Shares are
beneficially owned and that all persons named in the table or family
members have sole voting and investment power with
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<PAGE>
respect to all Shares owned by them. Unless otherwise indicated, the
address of each Stockholder is 11585 South State Street, Draper, Utah
84020.
(2) A person is deemed to be the beneficial owner of securities that can be
acquired by such person within 60 days from the date hereof upon the
exercise of warrants or options.
(3) Assumes 9,429,475 Shares outstanding plus, for each individual, any
securities that specific person has the right to acquire upon exercise of
presently exercisable stock options. Each beneficial owner's percentage
ownership is determined by assuming that options or warrants that are held
by such person (but not those held by any other person) and which are
exercisable within 60 days from the date hereof have been exercised.
(4) Includes 500,000 Shares issuable to Mr. Hewlett on conversion of 25,000
shares of Preferred Stock purchased by Mr. Hewlett during 1999, 600,000
Shares issuable to Mr. Hewlett, and affiliates which he controls, upon the
exercise of currently vested stock options at a price of $0.50 per Share,
1,000,000 Shares issuable at a price of $0.50 per Share, 25,000 shares
issuable at $1.25 per Share, 12,500 shares issuable at $0.35 per share,
500,000 Shares issuable at $4.00 per Share, and 500,000 Shares issuable
upon purchase of shares pursuant to a warrant at $1.00 per Share.
(5) Includes 200,000 Shares issuable upon the exercise of presently exercisable
stock options at a price of $0.50 per Share, 150,000 Shares issuable at a
price of $1.00 per Share, 50,000 shares issuable at the price of $3.00 per
Share, and 12,500 Shares issuable at $0.35 per Share.
(6) Includes 100,000 Shares issuable upon the exercise of presently exercisable
stock options at a price of $0.50 per Share, 25,000 Shares issuable at
$1.25 per Share, 12,500 Shares issuable at $0.35 per Share, and 10,000
shares issuable upon purchase of shares pursuant to a warrant at $5.00 per
Share.
(7) Includes 25,000 Shares issuable upon the exercise of presently exercisable
stock options at a price of $1.25 per Share and 12,500 issuable at $0.35
per Share.
(8) Includes 50,000 Shares issuable upon the exercise of presently exercisable
stock options at a price of $0.50 per Share, 100,000 Shares issuable at
$3.00 per Share, 25,000 Shares issuable at $1.25 per Share, and 12,500
Shares issuable at $0.35 per Share.
(9) Includes 1,000,000 Shares issuable to AKA on conversion of 50,000 shares of
Preferred Stock purchased by AKA during 1999, 200,000 Shares issuable to
AKA upon the purchase of shares pursuant to a warrant at a price of $1.50
per Share, 100,000 Shares issuable at $2.00 per Share, 100,000 Shares
issuable at $3.00 per Share, 100,000 Shares issuable at $5.00 per Share,
2,537,669 Shares issuable at $0.345 per Share, and 1,000,000 Shares
issuable at $1.00 per Share. Ralph W. Rasmussen is trustee of the AKA
Charitable Remainder Trust.
(10) Includes 3,922,500 Shares issuable upon exercise and purchase of options
and warrants held by executive officers and directors'as set-forth herein.
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
TRANSACTIONS DURING 1999
During 1999, the Company offered Preferred Stock under Rule 506 to three
accredited investors who were also officers, directors, or beneficial owners of
the Company's stock. Ralph Rasmussen, a Director and Trustee for AKA Charitable
Remainder Unitrust #1 ("AKA"), a greater than 10% beneficial owner of the
Company's stock; and John B. Hewlett, the Company's Chief Executive Officer,
purchased shares. The Preferred Stock shares were offered at $20 per share and
are convertible at any time into shares of Common Stock at the rate of 20 shares
of Common Stock for one share of Preferred Stock. Each share of Preferred Stock
carries voting rights equal to 20 shares of Common Stock.
AKA purchased 50,000 shares of Convertible Preferred Stock for $1,000,000.
AKA also received 1,000,000 common stock purchase warrants exercisable at $1.00
for up to 10 years. In the event the Company fails to comply with the repayment
terms of the loan agreements with AKA, the conversion rate increases from 20 to
one, to 100 to one for AKA. The Preferred Stock pays dividends at the rate of 5%
during 1999 (payable in shares of Common Stock), and 6% thereafter (payable in
shares of Common Stock or cash at AKA's election).
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<PAGE>
John B. Hewlett purchased 25,000 shares of Convertible Preferred Stock for
$500,000. Mr. Hewlett also received 500,000 common stock purchase warrants
exercisable at $1.00 per share and valid for up to 10 years. The shares were
paid for through the conversion of an outstanding promissory note for $400,000
due to Mr. Hewlett and unreimbursed expenses totaling $100,000. The Shares are
convertible at any time into shares of Common Stock at the rate of 20 shares of
Common Stock for one share of Preferred Stock. The Preferred Stock pays
dividends at the rate of 5% during 1999 (payable in shares of Common Stock), and
6% thereafter (payable in shares of Common Stock or cash at Mr. Hewlett's
election).
Gibson, Haglund & Paulsen billed the Company approximately $72,000 in legal
fees during 1999, all of which remains due. Bruce H. Haglund, is the corporate
secretary and a Director of the Company.
SUBSEQUENT EVENTS
During the first quarter of 2000, John B. Hewlett, the Company's Chief
Executive Officer, loaned the Company $100,000 pursuant to a promissory note
bearing interest at 8% per annum and due on or before December 31, 2003.
TRANSACTIONS DURING 1998
On March 17, 1998, the Board of Directors acted to grant Mr. Hewlett
500,000 options exercisable at $4.00 per Share, which price was greater than the
previous trading day's close of $3.812, for his efforts during 1997 in securing
adequate financing for the Company to permit ongoing operations and for his
efforts in guiding the growth of the Company. The options are exercisable at any
time on or before March 17, 2008 and are not subject to price adjustment.
In March 1998, pursuant to the terms of a stock option agreement, Bruce H.
Haglund exercised 500,000 stock options at $0.50 per share in consideration of
the forgiveness of $250,000 of legal fees owed to Mr. Haglund by the Company,
including principal and accrued interest on a $150,000 note due in June 1999
from the Company to Mr. Haglund for a portion of such fees.
Gibson, Haglund & Johnson billed the Company approximately $125,000 in
legal fees during 1998. Bruce H. Haglund, a principal of the firm, exercised
200,000 stock options at $0.50 per share; and an associate of the firm,
exercised 20,000 stock options at $1.25 per share, in consideration of the
forgiveness of accrued legal fees owed to Gibson, Haglund & Johnson by the
Company.
On May 7, 1997, the Company borrowed $225,000 from Tracy and Glenda Jones
Charitable Support Foundation and entered into a Promissory Note for the capital
received. The note, which was due on or before June 30, 1998, has been assigned
to John B. Hewlett who granted an extension on the due date of the note to on or
before June 30, 1999. The Company also borrowed an additional $125,000 from John
B. Hewlett September 13, 1998 and entered into a Promissory Note for the capital
received. The note is due in one year. The interest rate on each of the notes to
Mr. Hewlett is 12% per annum.
In October 1998, the Company entered into a promissory note agreement with
a lender to provide the Company with $500,000 of which $50,000 of principal has
been repaid.
COMPLIANCE WITH SECTION 16 (a) OF THE EXCHANGE ACT
Section 16 (a) of the Securities Exchange Act of 1934 requires the
Company's officers, directors, and persons who own more than 10% of a registered
class of the Company's equity securities to file reports of ownership and
changes in ownership with the Securities and Exchange Commission (the "SEC") and
NASDAQ. Officers, directors, and greater than 10% beneficial owners are required
by SEC
4
<PAGE>
regulation to furnish the Company with copies of all Section 16 (a) forms they
file. During 1999, John B Hewlett failed to timely file Form 4 concerning his
purchase of Preferred Stock. During 2000, Form 5 was filed concerning the
purchase to bring officers, directors, and 10% stockholders current in their
Section 16(a) filings.
BOARD OF DIRECTORS
The Board of Directors has the responsibility for establishing broad
corporate policies and for overseeing the overall performance of the Company.
However, in accordance with corporate governance principles, the Board is not
involved in day-to-day operating details. Members of the Board of Directors are
kept informed of the Company's business through discussions with the Chairman
and other officers, by reviewing analyses and reports sent to them, and by
participating in Board and committee meetings.
All Directors attended more than 75% of the Meetings held during their
tenures as Directors during 1999.
COMPENSATION OF DIRECTORS
The Company's policy is not to pay cash compensation to directors for their
services as directors, but reimburses reasonable out-of-pocket expenses of
directors for attendance at meetings. The Company also grants each Director
serving during the year, an option to purchase 25,000 shares of the Company's
Common Stock at a price higher than the current market price. The options vest
in quarter increments for each quarter of service rendered and expire three
years from the date of grant. For 1999 options were granted to each of the
directors at $0.35 per share.
LIMITATION ON LIABILITY AND INDEMNIFICATION MATTERS
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except liability for
(i) any breach of their duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) unlawful payments of dividends or unlawful
stock repurchases or redemptions, or (iv) any transaction from which the
director derived an improper personal benefit. Such limitation of liability does
not apply to liabilities arising under the federal securities laws and does not
affect the availability of equitable remedies such as injunctive relief or
rescission.
The Company's Bylaws provide that the Company shall indemnify its directors
and executive officers and may indemnify its other officers and employees and
other agents to the fullest extent permitted by law. The Company believes that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of indemnified parties. The Company's Bylaws also permit it to
secure insurance on behalf of any officer, director, employee, or other reagent
for any liability arising out of his or her actions in such capacity, regardless
of whether the Bylaws permit such indemnification.
The Company has entered into agreements to indemnify its directors and
officers, in addition to the indemnification provided for in the Company's
Bylaws. These agreements, among other things, indemnify the Company's directors
and executive officers for certain expenses (including attorneys' fees),
judgments, fines, and settlement amounts incurred by any such person in any
action or proceeding, including any action by or in the right of the Company,
arising out of such person's services as a director or executive officer of the
Company, any subsidiary of the Company or any other Company or enterprise to
which the person provides services at the request of the Company.
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<PAGE>
At present, there is no pending litigation or proceeding involving any
director, officer, employee, or agent of the Company where indemnification will
be required or permitted. The Company is not aware of any threatened litigation
or proceeding that might result in a claim for such indemnification.
ELECTION OF DIRECTORS
(ITEM 1 ON PROXY CARD)
The Bylaws of the Company provide for the Directors to number at least five
and no more than seven. Five members of the Board of Directors are to be elected
at the Meeting. The five nominees selected by the Board of Directors are listed
on the following pages. Stockholders have cumulative voting rights when voting
for Directors; accordingly, any Stockholder may multiply the number of Shares he
or she is entitled to vote by the number of Directors to be elected and allocate
votes among the candidates in any manner. There are no conditions precedent to
the exercise of the right to cumulate votes in the election of Directors of the
Company: Stockholders may exercise such cumulative voting rights, either in
person or by proxy, with or without advance notice to the Company.
The Board of Directors intends to vote proxies equally for the five
nominees unless otherwise instructed on the Proxy Card. If you do not wish your
Shares to be voted for particular nominees, please identify the exceptions in
the designated space provided on the Proxy Card.
If at the time of the Meeting one or more of the nominees have become
unavailable to serve, Shares represented by proxies will be voted for the
remaining nominees and for any substitute nominee or nominees designated by the
Board of Directors.
Directors elected at the Meeting will hold office until the next Annual
Meeting or until their successors have been elected and qualified. For each
nominee there follows a brief listing of principal occupation for at least the
past five years, other major affiliations, and age as of April 1, 2000.
NOMINEES FOR ELECTION AS DIRECTORS
The names, ages, and positions of the nominees for election as Directors
are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION WITH THE COMPANY FIRST ELECTED
- ---- --- ------------------------- -------------
<S> <C> <C> <C>
John B. Hewlett 48 Chief Executive Officer, 1996
Chairman of the Board
Ralph W. Rasmussen 54 Director 1998
Dennis L. Crockett 48 Director 1996
Wade M. Mitchell 35 Director 1999
Bruce H. Haglund 48 Director, Secretary 1994
</TABLE>
JOHN B. HEWLETT has served as Chairman of the Board and a Director of the
Company since October 1996. He also served and as Chief Executive Officer from
September 1997 through 1998. Mr. Hewlett is President of Hewlett Financial
Corporation. He has 22 years of experience in the insurance field, specializing
in sales and long and short-term planning. From 1985 to the present, Mr. Hewlett
has been a nationally recognized consultant and seminar leader on closely held
business succession and financial planning. He is a member of the Million Dollar
Round Table, Court of the Table, and one of three Top of the Table members in
the Intermountain West with career insurance sales approaching $640,000,000. Mr.
Hewlett is a member of the National Basketball Association Utah Jazz 100 Club
and Advisory Board.
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<PAGE>
RALPH W. RASMUSSEN JR. has served as a Director of the Company since
January 1998. Mr. Rasmussen graduated from Brigham Young University with a
Bachelor of Science degree in 1969 and a law degree in 1989. From 1969 to 1986,
he provided accounting and business management services for several large
farming operations in southern Idaho. From 1989 to 1996, Mr. Rasmussen practiced
law with the firm of Bradford and Brady in Provo, Utah. In September 1996, Mr.
Rasmussen sold his law practice and began working full time for one of his
clients, the Alan Ashton family and their businesses.
DENNIS L. CROCKETT has been a Director of the Company since October 1996.
He is co-founder and Chief Operations Officer of Broadcast International, Inc.,
a communications firm specializing in the delivery of business information via
satellite, FM wireless and cable television technologies, which recently merged
with Data Broadcasting Corporation. Further, Mr. Crockett co-founded the Instore
Satellite Network, one of the nation's largest private satellite communications
networks providing private audio, video, voice, and data broadcasts to retail
clients including Safeway Stores, Osco/Savon Drug, Lucky Stores, and RE/MAX
Reality. Mr. Crockett is a nationally published composer, arranger, vocalist,
and keyboardist as well as a respected musical producer of both record, radio,
and television entertainment. Mr. Crockett attended Brigham Young University in
Provo, Utah.
WADE M. MITCHELL has been a Director of the Company since September 1999.
He also previously served as a Director during 1996 to 1998. He has been
employed as a business consultant through Mitchell & Associates, a professional
corporation specializing in mergers, acquisitions, and corporate turn-arounds
since 1989. Mitchell & Associates is owned and controlled by Mr. Mitchell. From
1993 to 1995, he was a special consultant and member of the Board of Directors
of Environmental Safeguards, Inc., of Springville, Utah, and a member of the
Board of Directors of National Fuel & Energy, Inc., a wholly-owned subsidiary of
Environmental Safeguards, Inc. Mr. Mitchell graduated from Brigham Young
University in April 1988 with a B.S. degree in science, and received an MBA
degree from Brigham Young University's Marriott School of Management in April
1990.
BRUCE H. HAGLUND has served as Secretary of the Company since January 1994
and as a Director since 1998. Mr. Haglund is a principal in the law firm of
Gibson, Haglund & Paulsen in Orange County, California where he has been engaged
in the private practice of law since 1980. Mr. Haglund is also the Secretary and
a member of the Board of Directors of Metalclad Corporation (Nasdaq SmallCap:
MTLC), Aviation Distributors, Inc. (OTC/BB: ADIN), HydroMaid International, Inc.
(OTC/BB: HYII), and VitriSeal, Inc. (OTC/BB: VTSL).
VOTE REQUIRED
The five Director nominees receiving the highest number of votes will be
elected. Any Shares not voted, whether by abstention, broker non-vote, or
otherwise, have no impact on the vote.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS VOTE "FOR" EACH OF THE DIRECTOR NOMINEES.
RATIFICATION OF APPOINTMENT OF AUDITORS
(ITEM 2 ON PROXY CARD)
The Board of Directors has selected Jones, Jensen & Company as independent
public accountants for the Company for the fiscal year ending December 31, 2000,
subject to the approval of the Stockholders. To the knowledge of the Company, at
no time has Jones, Jensen & Company had any direct or indirect financial
interest in or any connection with the Company other than as independent public
accountants. A representative of Jones, Jensen & Company will be available at
the Meeting to make a statement if the representative so desires and to respond
to appropriate questions.
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<PAGE>
Ratification of the appointment of auditors requires a majority of the
votes cast thereon. Any Shares not voted, whether by abstention, broker
non-vote, or otherwise, have no impact on the vote. If the Stockholders do not
ratify this appointment the Board of Directors will seek the appointment of
another independent auditor.
VOTE REQUIRED
The affirmative vote of a majority of the outstanding Shares is required to
approve this proposal. Management intends to vote "FOR" the proposal to ratify
the auditors.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE COMPANY'S
STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE AUDITORS, AND YOUR PROXY WILL BE
SO VOTED UNLESS YOU SPECIFY OTHERWISE.
REPORT ON EXECUTIVE COMPENSATION
The Company's compensation programs are designed to link executives'
compensation to the performance of the Company. The annual salary paid to
executives over the past two years reflect fixed amounts that are deemed
competitive or lower than industry standards for executives with comparable
ability and experience in the industry. Additionally, because of cash flow
issues for the Company, executives have not received increases in salary for two
years, and in some instances, executives have taken a salary cut.
The compensation paid to John B. Hewlett, the Chief Executive Officer since
1997 is reflected in the Summary Compensation Table. No other executive officers
are listed because none received compensation in excess of $100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
------------------------------------------------------------------------------------------------------------
OTHER ANNUAL
SALARY BONUS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) (#)(1)
--------------------------------------- --------- -------------- -------- ----------------------
<S> <C> <C> <C> <C>
John B. Hewlett, 1999 -0-
Chairman, CEO 1998 -0- 400,000(2)
1997 -0- 225,000(3)
</TABLE>
(1) The remuneration described in the table does not include the cost to the
Company of benefits furnished to the named executive officer, including
premiums for health insurance and other personal benefits provided to such
individual that are extended to all employees of the Company in connection
with their employment. The value of such benefits cannot be precisely
determined; however, the executive Officer named above did not receive
other compensation in excess of the lesser of $50,000 or 10% of such
Officer's cash compensation.
(2) Stock Options priced at $4.00 per Share.
(3) Stock Options priced at $3.00 per Share.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder's proposals intended for inclusion in next years proxy
statement should be sent via certified mail-return receipt requested to Bruce H.
Haglund, Secretary, Jamboree Center, 2 Park Plaza, Suite 400, Irvine, California
92614, and must be received by March 1, 2001.
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<PAGE>
MISCELLANEOUS AND OTHER MATTERS
Management knows of no matters to come before the Meeting other than those
specified herein. If any other matter should come before the Meeting, then the
persons named in the enclosed form of proxy will have discretionary authority to
vote all proxies with respect thereto in accordance with their judgment.
DOCUMENTS INCORPORATED BY REFERENCE
The Company specifically incorporates the Financial Statements for the year
ended December 31, 1999, filed as part of the 1999 Annual Report on Form 10-KSB
in response to Item 13 of the 10-KSB. The Annual Report and attached Financial
Statements should have been enclosed in the mailing containing this Proxy
Statement. If you did not receive a copy of the Annual Report and attached
Financial Statement, please contact the Company and request that the information
be sent to you. A copy of the 1999 Annual Report may be obtained from the
Company without cost to the requesting stockholder by contacting the Company.
A COPY OF THE COMPANY'S CURRENT ANNUAL REPORT ON FORM 10-KSB AS FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION, INCLUDING THE FINANCIAL STATEMENTS AND
SCHEDULES THERETO, IS BEING MAILED TO EACH STOCKHOLDER TOGETHER WITH THIS PROXY
STATEMENT. ADDITIONAL COPIES MAY BE OBTAINED BY STOCKHOLDERS WITHOUT CHARGE BY
WRITING TO: RENAISSANCE GOLF PRODUCTS, INC., 11585 SOUTH STATE STREET, DRAPER,
UTAH 84020. COPIES OF ANY EXHIBITS TO THE ANNUAL REPORT, SPECIFICALLY LISTED IN
THE ANNUAL REPORT, MAY BE OBTAINED BY STOCKHOLDERS WITH A CHARGE EQUAL TO THE
COMPANY'S COST TO COPY AND SEND ANY REQUESTED EXHIBIT.
9
<PAGE>
[SIDE ONE OF CARD]
RENAISSANCE GOLF PRODUCTS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 8, 2000
The undersigned hereby constitutes and appoints John B. Hewlett and Bruce
H. Haglund, and each of them, the true and lawful attorneys, agents, and proxies
of the undersigned, with full power of substitution, to vote with respect to all
the shares of Common Stock, par value $.001, of RENAISSANCE GOLF PRODUCTS, INC.,
standing in the name of the undersigned at the close of business on May 5, 2000,
at the Annual Meeting of Stockholders to be held June 8, 2000, and at any and
all adjournments and postponements thereof, to vote:
1. Election of Directors: ______ FOR all nominees listed below
(Except as marked to the contrary below)
______ WITHHOLD AUTHORITY
JOHN B. HEWLETT, DENNIS L. CROCKETT, RALPH W. RASMUSSEN,
BRUCE H. HAGLUND, and WADE M. MITCHELL
2. To consider and ratify the appointment of Jones, Jensen & Company as
independent auditor of the Company for the fiscal year ending December 31,
2000:
______ FOR ______ AGAINST ______ ABSTAIN
3. In their discretion, the Board of Directors is authorized to vote this
Proxy upon such other matters as may properly come before the meeting or
any adjournment or postponement thereof.
<PAGE>
[SIDE TWO OF CARD]
The shares represented by this Proxy will be voted in the manner directed
herein by the undersigned stockholder. If no directions to the contrary are
made, this Proxy will be voted FOR the election of all of the director nominees
named above and FOR approval of Proposals 2 and 3 if necessary.
DATED: ________________________, 2000
-----------------------------------
(Signature)
-----------------------------------
(Signature if held jointly)
IMPORTANT: Please sign exactly as your name
appears at the left. Each joint owner should
sign. Executors, administrators, trustees,
should give full title. If a corporation,
please sign in full corporate name by an
authorized officer. If a partnership, please
sign in partnership name by an authorized
person.
Please mark, sign, date and promptly.
THIS PROXY IS BEING SOLICITED
ON BEHALF OF THE BOARD OF DIRECTORS
OF RENAISSANCE GOLF PRODUCTS, INC.
