FORM 10-Q/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 for the quarterly period ended June 30, 2002.
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934 for the transition period from _____ to _____.
Commission File Number: 0-14146
WOMEN'S GOLF UNLIMITED, INC.
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(Exact Name of Registrant as Specified in its Charter)
NEW JERSEY 22-2388568
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
18 GLORIA LANE, FAIRFIELD, NJ 07004
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(Address of Principal Executive Office) (Zip Code)
(973) 227-7783
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO__
On June 30, 2002, 3,225,173 shares of common stock, $.01 par value, were issued
and outstanding.
PART II -- OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) The exhibits listed on the attached Exhibit Index are filed as part of
this report.
(b) Women's Golf Unlimited, Inc. filed no reports on Form 8-K during the
quarter for which this report is filed.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WOMEN'S GOLF UNLIMITED, INC.
08/06/2002 /s/ Douglas A. Buffington
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Dated By:
Douglas A. Buffington
Director, President and Chief
Financial Officer, Chief Operating
Officer and Treasurer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT*
3.1 Amended and Second Restated Certificate of Incorporation of the
registrant dated June 28, 1991 (incorporated by reference to Exhibit
3.1 to the registrant's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1991).
3.2 Certificate of Amendment to the Amended and Second Restated Certificate
of Incorporation of the registrant (incorporated by reference to
Exhibit 99.0 to the registrant's current report on Form 8-K reporting
the event dated June 12, 2001).
3.3 Amended and Restated By-laws of the registrant dated December 6, 1991
(incorporated by reference to Exhibit 3.2 of the registrant's Annual
Report on Form 10-K for the year ended December 31, 1991).
4.1 Common Stock Purchase Warrant in favor of Wesmar Partners dated
February 28, 1988 (incorporated by reference to Exhibit 4.4 of the
registrant's Registration Statement No. 33-37371 on Form S-3).
4.2 Common Stock Purchase Warrant in favor of Wesmar Partners dated
February 28, 1988 (incorporated by reference to Exhibit 4.5 of the
registrant's Registration Statement No. 33-37371 on Form S-3).
4.3 Stock Option Agreement between the registrant and Wesmar Partners dated
February 29, 1988 (incorporated by reference to Exhibit 4.6 of the
registrant's Registration Statement No. 33-37371 on Form S-3).
10.0 Loan and Security Agreement between the registrant and Midlantic Bank,
National Association dated December 29, 1994 (incorporated by reference
to Exhibit 99 of the registrant's Current Report on Form 8-K dated
December 26, 1994).
10.1 First Amendment to Loan and Security Agreement between the registrant
and Midlantic Bank, National Association made as of April 9, 1996
(incorporated by reference to Exhibit 10.1 of the registrant's Annual
Report on Form 10-K for the year ended December 31, 2000).
10.2 Second Amendment to Loan and Security Agreement between registrant and
PNC Bank, National Association as successor in interest of Midlantic
Bank, National Association made as of December 1, 1997 (incorporated by
reference to Exhibit 10.12 of the registrant's Annual Report on Form
10-K for the year ended December 31, 1997).
10.3 Fourth Amendment to Loan and Security Agreement between the registrant
and PNC Bank, National Association dated as of July 3l, 2000
(incorporated by reference to Exhibit 10.14 to the registrant's
Registration Statement No. 333-47908 on Form S-4).
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT*
10.4 Fifth Amendment to Loan and Security Agreement between the registrant
and PNC Bank, National Association made of January 3, 2001
(incorporated by reference to Exhibit 10.4 of the registrant's Annual
Report on Form 10-K for the year ended December 31, 2000).
10.5 Sixth Amendment to Loan and Security Agreement between the registrant
and PNC Bank, National Association made as of August 13, 2001
(incorporated by reference to Exhibit 10.20 of the registrant's
Quarterly Report on Form 10-Q for the quarter ended September 28,
2001).
10.6 Replacement Promissory Note of the registrant in favor of James E.
Jones dated December 29, 2000 and letter agreement in connection with
same (incorporated by reference to Exhibit 10.6 of the registrant's
Annual Report on Form 10-K for the year ended December 31, 2001).
10.7 Lease between the registrant and Kobrun Investments, III, L.L.C. dated
August 30, 2001 (incorporated by reference to Exhibit 10.7 of the
registrant's Annual Report on Form 10-K for the year ended December 31,
2001).
10.8 Amended and Restated Licensing Agreement between Ladies Professional
Golf Association and the registrant dated January 1, 1999 (incorporated
by reference to Exhibit 10.2 of the registrant's Annual Report on Form
10-K for the year ended December 31, 1999).
10.9 Endorsement Agreement between the registrant and Kathy Whitworth dated
October 13, 1999 (incorporated by reference to Exhibit 10.13 to the
registrant's Annual Report on Form 10-K for the year ended December 31,
1999).
10.10 Licensing Agreement between Nancy Lopez Enterprises, Inc. and the
registrant made as of July 31, 2000 (incorporated by reference to
Exhibit 10.10 of the registrant's Annual Report on Form 10-K for the
year ended December 31, 2000).
10.11 License Agreement between the registrant and Raymond Lanctot Ltee/Ltd.
dated June 28, 1999 (incorporated by reference to Exhibit 10.12 to the
registrant's Annual Report on Form 10-K for the year ended December 31,
1999).
10.12 Asset Purchase Agreement among the registrant, APGC Holdings Company,
LLC and The Arnold Palmer Golf Company dated July 31, 2000
(incorporated by reference to Exhibit 2.0 to the registrant's Current
Report on Form 8-K reporting the event dated July 31, 2000).
10.13 Agreement and Plan of Reorganization, dated as of June 22, 2000, among
the registrant, S2 Golf Acquisition Corp., Ladies Golf Equipment
Company, Inc., James E. Jones and Brian Christopher (incorporated by
reference to Exhibit 2.0 of the registrant's Registration Statement No.
333-47908 on Form S-4).
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT*
10.14 1992 Stock Plan for Independent Directors of S2 Golf Inc. dated
December 29, 1992 (incorporated by reference to Exhibit 10.11 to the
registrant's Annual Report on Form 10-K for the year ended December 31,
1992).
10.15** 1998 Employee Stock Plan of the registrant (incorporated by reference
to Exhibit 10.15 to the registrant's Annual Report on Form 10-K for the
year ended December 31, 2000).
10.16** Agreement between the registrant and Randy A. Hamill dated January 2,
1997 (incorporated by reference to Exhibit 10.10 to the registrant's
Annual Report on Form 10-K for the year ended December 31, 1997).
10.17** Employment Agreement between the registrant and Douglas A. Buffington,
made April 3, 2001 and effective as of January 1, 2001 (incorporated by
reference to Exhibit 10.17 of the registrant's Quarterly Report on Form
10-Q for the quarter ended March 30, 2001).
10.18** Consulting Services Agreement between the registrant and MR &
Associates made as of December 15, 2000, effective as of January 1,
2000 (incorporated by reference to Exhibit 10.18 of the registrant's
Annual Report on Form 10-K for the year ended December 31, 2000).
10.19** Employment Agreement among the registrant, S2 Golf Acquisition Corp.
and James E. Jones dated as of January 1, 2001 (incorporated by
reference to Exhibit 10.19 of the registrant's Annual Report on Form
10-K for the year December 31, 2000).
10.20 Agreement and Plan of Merger between the registrant and its
wholly-owned subsidiary S2 Golf Acquisition Corp. dated as of June 15,
2001 (incorporated by reference to Exhibit 10.20 of the registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2001).
10.21 Sixth Amendment to Loan and Security Agreement between the registrant
and PNC Bank, National Association made as of August 13, 2001
(incorporated by reference to Exhibit 10.21 of the registrant's
Quarterly Report on Form 10-Q for the quarter ended September 28,
2001).
99.1 Certification of the Chief Executive Officer pursuant to 18 U.S.C.
Section 1350.
99.2 Certification of the Chief Financial Officer pursuant to 18 U.S.C.
Section 1350.
* In the case of incorporation by reference to documents filed by the
registrant under the Exchange Act, the registrant's file number under the
Act is 0-14146.
** Management contract or management compensatory plan or arrangement.