U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
QUARTERLY REPORT UNDER SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE PERIOD ENDED APRIL 30, 1997
Commission file number 0-24160
CARLYLE GOLF, INC.
(Exact name of small business
issuer as specified in its charter)
Colorado 84-1218066
(State or other (IRS Employer
jurisdiction of incorporation) Identification No.)
10550 East 54th Avenue, Unit E
Denver, Colorado 80239
(Address of principal executive offices)
(303) 371-2889
(Issuer's telephone number)
Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 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. [X] Yes [ ] No
State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
Class Outstanding at June 6, 1997
Common Stock, $.001 par value 5,286,149
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
INDEX
PAGE
PART I - Financial Information
ITEM 1 - Financial Statements
Balance Sheets 3
Statements of Operations 4
Statements of Cash Flows 5
Notes to Financial Statements 6 - 7
ITEM 2 - Management's Discussion and Analysis of
Financial Conditions and Results of Operations 8 - 13
PART II - Other Information
ITEMS 1 through 6 14 - 15
Signature Page
PART I - FINANCIAL INFORMATION
ITEM 1 - Financial Statements
CARLYLE GOLF, INC.
BALANCE SHEETS
April 30, 1997 and October 31, 1996
(UNAUDITED)
- -------------------------------------------------------------------------
1997 1996
---------- ----------
Assets
- ------
Current assets:
Cash $ 22,995 $ 12,326
Trade accounts receivable, net of
allowance of $114,460 in 1997
and $50,000 in 1996 2,000,307 585,522
Inventories 3,392,021 1,782,916
Prepaid expenses and other current
assets 265,902 150,319
------------ ------------
Total current assets 5,681,225 2,531,083
Property and equipment, at cost:
Building 800,000 -
Equipment and leasehold improvements 1,957,126 662,964
Less accumulated depreciation (327,682) (195,334)
------------ ------------
2,429,444 467,630
Goodwill and other assets,
net of amortization 1,906,782 46,223
------------ ------------
Total assets $10,017,451 $ 3,044,936
============ ============
Liabilities and Stockholders' Equity
- ------------------------------------
Current liabilities:
Notes payable to bank $ 2,292,552 $ 526,307
Term note payable to bank 458,333 -
Notes payable to stockholders 1,319,714 -
Accounts payable 1,763,603 474,599
Accrued liabilities 558,552 86,628
Obligation under purchase agreement 82,448 -
Capitalized lease obligations 19,698 -
------------ ------------
Total current liabilities 6,494,900 1,087,534
Note payable to stockholder,
net of current portion 146,707 -
Obligation under purchase agreement,
net of current portion 170,237 -
Capitalized lease obligations,
net of current portion 78,305 -
Stockholders' equity:
Preferred stock, $.001 par value,
authorized 2,500,001 shares,
1,320,432 issued 1,320,432 -
Common stock, $.001 par value,
authorized 30,000,000 shares;
issued 5,286,199 shares in 1997
and 4,871,024 in 1996 5,286 4,871
Additional paid-in capital 7,908,688 6,994,703
Compensation payable in common stock
(99,500 shares in 1997 and
77,000 shares) in 1996 165,550 117,304
Unamortized compensation (166,480) (78,174)
Accumulated deficit (6,106,174) (5,081,302)
------------ ------------
Total stockholders' equity 3,127,302 1,957,402
------------ ------------
Total liabilities and
stockholders' equity $10,017,451 $ 3,044,936
============ ============
See accompanying notes to financial statements.
CARLYLE GOLF, INC.
Statements of Operations
(UNAUDITED) Quarter Ended April 30, Six Months Ended April 30,
- -------------------------------------------------------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
Net revenue $3,126,145 $1,392,530 $ 3,904,682 $1,826,022
Cost of sales 2,332,845 1,085,488 2,969,774 1,469,450
----------- ----------- ------------ -----------
Gross profit 793,300 307,042 934,908 356,572
Selling, general,
and administrative
expenses 1,282,582 454,599 1,770,494 856,136
----------- ----------- ------------ -----------
Loss from operations (489,282) (147,557) (835,586) (499,564)
Other expenses:
Interest 129,340 35,514 155,901 56,015
Amortization 33,385 0 33,385 0
----------- ----------- ------------ -----------
162,725 35,514 189,286 56,015
----------- ----------- ------------ -----------
Net loss $ (652,007) $ (183,071) $(1,024,872) $ (555,579)
=========== =========== ============ ===========
Net loss per
common share $ (0.12) $ (0.04) $ (0.20) $ (0.13)
=========== =========== ============ ===========
Weighted average
common shares
outstanding 5,372,964 4,303,278 5,196,353 4,291,472
=========== =========== =========== ===========
See accompanying notes to financial statements.
CARLYLE GOLF, INC.
Statements of Cash Flows
Six Months Ended April 30, 1997 and 1996
(UNAUDITED) Quarter Ended April 30, Six Months Ended April 30,
- -------------------------------------------------------------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
Cash flows from operating
activities:
Net loss $ (652,007) $(183,071) $(1,024,872) $ (555,579)
Adjustments to
reconcile net
loss to net cash
used in operating
activities:
Depreciation 101,224 26,069 132,348 51,834
Amortization of
goodwill 31,293 - 31,293 -
Amortization of
unearned
compensation 55,260 36,019 109,855 77,404
Compensation
payable in
common stock (133,574) (52,495) (198,161) (33,267)
Issuance of
stock for
services - 69,496 64,587 69,496
Changes in
operating
assets and
liabilities:
(Increase)
decrease in:
Trade
receivables (389,807) (495,679) (463,697) (373,739)
Inventories (63,499) 328,383 (366,471) 85,468
Prepaid
expenses
and other
current
assets 28,803 33,945 (85,719) 7,451
Increase
(decrease) in:
Accounts
payable 766,365 (71,454) 895,496 251,290
Accrued
liabilities (116,095) (21,032) 11,323 (131,982)
----------- ----------- ----------- -----------
Net cash used in
operating
activities (372,037) (329,819) (894,018) (551,624)
----------- ----------- ----------- -----------
Cash flows from
investing activities:
Net cash received in
acquisition - - 5,716 -
Purchase of property
and equipment (52,464) (4,990) (67,265) (17,857)
Net cash used
in investing
activities (52,464) (4,990) (61,549) (17,857)
Cash flows from
financing activities:
Proceeds from note
payable to bank,
net 441,745 324,375 997,134 555,505
Repayment of notes
payable,
stockholders (19,119) - (19,119) -
Repayment of
capitalized
lease obligations (11,096) (3,707) (11,779) (6,509)
----------- ----------- ----------- -----------
Net cash provided
by financing
activities 411,530 320,668 966,236 548,996
----------- ----------- ----------- -----------
Net increase
(decrease)
in cash (12,971) (14,141) 10,669 (20,485)
----------- ----------- ----------- -----------
Cash, beginning
of period 35,966 49,426 12,326 55,770
----------- ----------- ----------- -----------
Cash, end of period $ 22,995 $ 35,285 $ 22,995 $ 35,285
=========== =========== =========== ===========
Supplemental disclosure
of cash flow information -
Cash paid for
interest $ 74,887 $ 31,678 $ 93,948 $ 52,088
=========== =========== =========== ===========
See accompanying notes to these financial statements.
CARLYLE GOLF, INC.
NOTES TO FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION:
The unaudited financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission.
Accordingly, certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been omitted pursuant
to such rules and regulations. In the opinion of management, the
accompanying financial statements contain all of the normal recurring
adjustments necessary to present fairly the financial position of the
Company as of April 30, 1997, and the results of its operations, and
its cash flows for the period then ended.
The operating results for the six month period ended April 30, 1997
are not necessarily indicative of the results that may be expected
for the year ending October 31, 1997. The accompanying financial
statements should be read in conjunction with the audited financial
statements of the Company and notes thereto for the fiscal year ended
October 31, 1996.
2. ACQUISITION OF PRO-LINE CAP COMPANY:
On January 24, 1997, Carlyle Golf, Inc. acquired substantially all of
the assets of Star Point Enterprises, Inc. d/b/a Pro-Line Cap Company
of Fort Worth, Texas ("Pro-Line"), a producer of high quality sized
and adjustable athletic and golf headwear. The total consideration
for the Pro-Line acquisition was approximately $6.0 million. The
Pro-Line acquisition was financed through a combination of issuance
of common and preferred stock and the assumption of certain
liabilities.
The Pro-Line acquisition was accounted for as a purchase, and
accordingly, the net purchase price was allocated to the various
purchased assets in relation to their fair value at the date of
purchase. The results of operations of Pro-Line have been included
in the Company's results of operations from February 1, 1997, since
the results for the period from January 24, 1997 to January 31, 1997
are not significant.
CARLYLE GOLF, INC.
NOTES TO FINANCIAL STATEMENTS
2. ACQUISITION OF PRO-LINE CAP COMPANY (continued):
The following table presents the unaudited pro forma results of
operations as if the Pro-Line acquisition had occurred on November 1,
1995. The summary pro forma results are based on assumptions and are
not necessarily indicative of the results which would have occurred
had the acquisition actually taken place on such date, or of the
future results of operations of the Company.
Three Months Six Months
Ended April 30, Ended April 30,
1996 1997 1996
---------- ---------- ----------
Net revenue $2,766,195 $5,298,815 $4,577,756
Net loss $(632,757) $(1,531,781) $(1,606,781)
Net loss per share $(.14) $(.29) $(.35)
3. TERM NOTE PAYABLE TO BANK
The Company has classified the term note payable to bank as current
because the Company was not in compliance with one of the financial
covenants as of April 30, 1997. The Company is currently negotiating
with the bank to reset the covenants.
4. CAPITALIZED LEASE OBLIGATION:
In December 1996, the Company entered into a capital lease for
$98,972 to acquire embroidery equipment. The lease is secured by the
equipment and is due in monthly installments of principal and
interest over a term of sixty months. The interest rate on the lease
is 12.7%.
CARLYLE GOLF, INC.
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
The Company
- -----------
Carlyle Golf, Inc. (the "Company"), has since 1992 been engaged in the
design, contract for manufacture and marketing of men's golf apparel.
Since February of 1997, the Company has also been engaged in the
manufacture, marketing and sale of higher quality athletic headwear. The
Company markets Carlyle apparel to golf pro shops located on golf courses
in the United States and throughout the world and sells Pro-Line caps to a
variety of sporting goods companies, athletic organizations, colleges and
other customers across the country. Historically, the Company focused on
developing its golf clothing products, marketing strategy, and
distribution network as the foundation for growth. In particular, the
Company obtained endorsements of its golf clothing by PGA Touring
Professionals, formed an Advisory Council comprised of 25 golf
professionals employed by golf clubs, country clubs and resorts across the
country and organized a network of experienced independent sales
representatives. Since the Pro-Line acquisition, the Company's emphasis
has been on capitalizing on the natural synergies between its golf
clothing line and the athletic headwear produced by Pro-Line.
Products
- --------
Golf Clothing. The Company's golf apparel products are currently limited
to men's clothing, including shirts, sweaters, sweater vests, windshirts,
shorts and outer wear garments. The Company is exploring the possibility
of expanding into the women's golf apparel market, through acquisition,
internal product development or otherwise, but has not yet done so.
The Company designs a broad range of golf clothing with the use of
different knits, colors and fabrics to assure that the line appeals to a
wide age range of golfers. The line is developed starting with four or
five color stories so that individuals can find variety within a color
that best suits them. Accessory garments such as sweaters and sweater
vests are designed to complement the shirts within a color story. A
variety of knit fabrications are used such as interlock, pique, jacquard,
crepe, jersey, and pima to give each golfer the maximum choice in his
buying decision. The Company currently has approximately 60 products in
each line. The Company's spring and fall lines are introduced at major
golf trade shows in January and September of each year.
The prices for the Company's golf clothing ($55-$70 suggested retail) are
between the middle and high end of the market for men's golf apparel.
Management believes that focusing on a high quality product in the middle
to upper end market is the best strategy for long term profitability.
CARLYLE GOLF, INC.
Products (continued)
- --------------------
Athletic Headwear. The Company acquired substantially all of the assets
of Pro-Line Cap Company on January 24, 1997. Pro-Line is a producer of
high-quality sized and adjustable athletic and golf headwear. The
business combination has been accounted for as a purchase and the results
of the operations of Pro-Line are included in the Company's financial
statements beginning February 1, 1997. The headwear manufacturing and
related operations are currently operating in four different locations
around the Ft. Worth area but management is in the process of
consolidating into two locations.
The bulk of the Company's headwear products are baseball style caps
embroidered with the logo of various sports teams, colleges and
universities and other widely known emblems or logos. While the Company's
golf-related headwear business is a relatively small portion of Pro-Line's
existing business, the Company has just established a golf headwear
division and is aggressively marketing Pro-Line products to pro shops and
other golf-related customers.
The Company offers five different cap profiles, ranging from the
traditional, high crown, structured baseball cap, to the unstructured, low
profile hat popular for casual wear today. Available fabrics include 100%
wool, wool blends, cotton polyester twill or knit, as well as "soft touch"
cotton and washed denim. Besides applying the logos of well-known,
professional sports teams, colleges and universities, the Company does
customized embroidery work for businesses, schools, special events and
amateur athletics at all levels.
Sales and Marketing
- -------------------
In addition to its immediate plan to establish Pro-Line headwear as a
leader in the golf headwear market, the Company plans to enhance its
marketing efforts and increase sales by (i) promoting the Carlyle and Pro-
Line names through advertising, (ii) fostering brand recognition by the
use of PGA Tour players wearing the Company's golf clothing at golf
tournaments (most of which are televised), (iii) continuing to use an
Advisory Council of PGA Club Professionals to advise the Company on a
variety of issues, (iv) increasing its customer base by emphasizing on-
time delivery and quality manufacturing and embroidery, (v) expanding its
product line, (vi) increasing its average sale per customer, (vii) further
developing the corporate market, (viii) augmenting its relationship with
college golf teams to include bookstores and college golf tournaments,
(ix) enlarging its network of international distributors, and (x)
selectively acquiring other golf related businesses that complement its
existing products.
CARLYLE GOLF, INC.
Sales and Marketing (continued)
- -------------------------------
In the United States, the Company has 33 independent sales representatives
selling Carlyle golf clothing, and 73 sales representatives, including 31
golf-related sales representatives, selling its athletic headwear. These
sales representatives are supported by in-house support staff, including
sales management, customer service and marketing. The Company also has
distributors in the United Kingdom, Canada, Japan, Guam, and Singapore.
The Company's golf clothing is represented on the Senior PGA Tour, the PGA
Tour, the Nike Tour, the European Tour, the Asian Tour, and the Japanese
Tour. Advisory Council members support the Company's apparel lines by
promoting the brand within their PGA section, wearing the product, and
giving advice and counsel on the design of each line.
The Company plans to continue to market its athletic headwear products to
the non-golf markets traditionally served by Pro-Line, but the Company's
primary focus will be on expanding its golf-related athletic headwear
business by utilizing Carlyle's golf industry marketing resources,
including its network of independent sales representatives, to sell Pro-
Line athletic headwear. The Company also believes that there may be some
opportunities to sell its clothing through Pro-Line's non-golf
distribution channels, such as sales to universities and businesses, but
does not expect those sales to be material to its golf clothing sales
overall.
Facilities
- ----------
The Company's business offices and distribution facility in Denver consist
of approximately 13,000 square feet used for offices, warehousing,
distribution and embroidery operations. The Company also owns a 28,000
square-foot office building which serves as the administrative building
for Pro-Line Cap Company. The building is a two-story building located at
8224 White Settlement Road, Ft. Worth, Texas. In addition, the Company
also leases a 46,000 square-foot warehouse building at 712 Jennings in
Ft.Worth, Texas, which it uses for manufacturing and distribution.
CARLYLE GOLF, INC.
Results of Operations
- ---------------------
Net sales for the quarter ended April 30, 1997, were $3,126,145, an
increase of $1,733,615, or 124%, from net sales of $1,392,530 for the same
quarter in 1996. Net sales for the six months ended April 30, 1997, were
$3,904,682, an increase of $2,078,660, or 114%, from net sales of
$1,826,022 for the same period in 1996. The increase in net sales is
largely attributable to the acquisition of substantially all the assets of
Star Point Enterprises, Inc. dba Pro-Line Cap Company and the inclusion of
Pro-Line's results of operations since February 1, 1997. Additionally,
the Company's sales of golf clothing increased 12% for the quarter ended
April 30, 1997 and 28% for the six month period ended April 30, 1997 due
to increased demand for its apparel products and an expansion of its
product lines.
Cost of goods sold as a percentage of net sales was 75% and 78% for the
quarters ended April 30, 1997 and April 30, 1996, respectively. The
Company's increase in gross margin from the prior year is primarily due to
a smaller proportion of sales of older inventory being sold at lower
prices. Management believes that the Company will improve its gross
margin during the remainder of 1997 as a result of increased shipments of
the Company's current lines and anticipated economies of scale due to the
Pro-Line acquisition.
Selling, general and administrative expenses increased as a percentage of
net sales to 41% for the quarter ended April 30, 1997 from 33% for the
same quarter in 1996. Selling, general and administrative expenses for
the six months ended April 30, 1997 were 46% of net sales as compared to
47% for the same period in 1996. The increase in the quarter is due to
additional advertising incurred to capitalize on the acquisition of Pro-
Line, as well as increases in catalog costs and advisory council
compensation. The economies of scale which the Company expects to result
from the acquisition have not yet been realized.
Loss per share was $(.12) for the quarter ended April 30, 1997 and $(.04)
for the quarter ended April 30, 1996. Loss per share was $(.20) for the
six months ended April 30, 1997, as compared to $(.13) for the same period
in 1996. The loss per share for the quarter end periods are based on
5,372,964 and 4,303,278 weighted average shares outstanding for 1997 and
1996, respectively. The loss per share for the six month periods are
based on 5,196,353 and 4,291,472 weighted average shares outstanding for
1997 and 1996, respectively.
The Company currently sells to domestic and foreign customers. The
Company obtains a letter of credit, when deemed necessary, on foreign
sales. The Company requires remittance in United States currency on all
foreign sales. Therefore, there is no risk associated with currency
fluctuation on foreign sales.
CARLYLE GOLF, INC.
Liquidity and Capital Resources
- -------------------------------
Since the creation of the Company in 1992, it has focused on developing
its products, marketing strategy and distribution network as the
foundation for growth, and as a result has incurred losses since its
inception. With the Company's entry into the athletic headwear business
in February of 1997, the Company is trying to capitalize on the
complementary nature of its two product lines to increase sales of both.
The ability of the Company to achieve profitable operations remains
dependent, however, upon its ability to increase sales and improve gross
profit margins of its golf clothing and athletic headwear lines.
The Company plans to continue to improve gross margins in its existing
operations by controlling the quantity of inventory purchases to
correspond more closely to its sales orders. The Company has concentrated
on carrying the appropriate levels of inventory to allow for growth but
also dispose of older styles of inventory in a systematic method.
The Company plans to achieve economies of scale from the acquisition of
Pro-Line Cap Company through cross penetration into each other's markets,
cost savings through increased quantity discounts on purchases and
consolidation of advertising and marketing efforts. The Company expects
that, with funds provided through increased sales, improved gross margins,
and continued efforts to control expenses, it will be able to fund its
growth through 1997. There can be no assurance, however, that the Company
will achieve the level of sales, gross profit margins or expense
reductions to achieve profitable operations during fiscal 1997.
The Company has experienced substantial growth since 1993, with its net
sales growing from $200,000 in fiscal 1993 to over $4,000,000 in fiscal
1996. The growth in sales has increased the Company's working capital
requirements, principally to fund the losses incurred and for increases in
accounts receivable and finished goods inventory. The Company financed
its operations during until August of 1994 with a combination of bank
borrowings and the sale of private equity. From August 1994 until June
1996, the Company funded its growth through the proceeds of its initial
public offering and a bank revolving line of credit. In June 1996, the
Company sold an additional 633,873 shares of Common Stock to the directors
and management of the Company which raised net proceeds of $1,003,009.
The Company used those proceeds, plus advances under the bank line, to
fund its operations for the remainder of fiscal 1996. The Company expects
to use borrowings under the bank line of credit to fund its operations
during fiscal 1997.
Because the Company expects to need additional capital in the future to
fund its operations and to sustain growth, it currently anticipates a
public or private offering of equity securities to raise the needed
capital. There can be no assurance, however, that sufficient capital
would be available from the private or public markets on terms acceptable
to the Company or at all.
CARLYLE GOLF, INC.
Liquidity and Capital Resources (continued)
- -------------------------------------------
Additionally, in connection with the acquisition of Pro-Line, Star Point
Enterprises loaned the Company the sum of $1,243,000, and the Company
agreed to use its best efforts to obtain additional financing, for, among
other purposes, the repayment of this loan. The due date of the note is
January 24, 1998.
As of April 30, 1997, the Company had $22,995 in cash and cash equivalents
on hand. As of April 30, 1997, the Company had a working capital deficit
of $813,675 principally as a result of the classification of the Star
Point Enterprises loan as current and the classification of the term note
payable to a bank as current.
Operating activities produced negative cash flows of $372,037 for the
quarter ended April 30, 1997, and $894,018 for the six months ended April
30, 1997. The primary uses of cash were to fund the Company's year to
date net loss and to finance current inventory purchases.
The Company's investing activities were comprised of property and
equipment purchases totaling $52,464 for the quarter ended April 30, 1997,
and $67,265 for the six month period ended April 30, 1997. The purchases
include miscellaneous office and warehouse equipment.
Financing activities produced positive cash flows of $411,530 for the
quarter ended April 30, 1997, and $966,236 for the six months ended April
30, 1997, primarily representing advances under the Company's line of
credit.
Forward Looking Statements
- --------------------------
To the extent that this report includes predictions of the Company's
future performance or discloses the expectations of management of the
Company as to such performance, such statements are forward looking
statements the accuracy of which cannot be guaranteed by the Company or
its management. For example, a downturn in general economic conditions,
adverse developments in the "green grass" golf apparel industry,
unanticipated problems with or delays by the Company's cutting and sewing
contractors or fabric suppliers, labor disputes, production delays,
quality control problems, or the failure of presently anticipated funding
sources to materialize or continue, among other possibilities, could cause
these forward looking statements to prove to be incorrect.
CARLYLE GOLF, INC.
Part II - Other Information
Item 1 Legal Proceedings
Not applicable
Item 2 Changes in Securities
Not applicable
Item 3 Defaults Upon Senior Securities
Not applicable
Item 4 Submission of Matters to a Vote of Security Holders
The Company's annual meeting of shareholders was held on April
4, 1997. At the meeting, William A. Clymor, W. Clayton Cole,
Kenneth R. LaBounty, Edward S. Adams, Walter E. Kellogg,
Laurence H. Anton and Jerome M. Hause were elected as directors.
Also approved at the meeting was the ratification of the
appointment of KPMG Peat Marwick LLP as the independent public
accountants for the Company for the year ending October 31,
1997, and an amendment to the Company's Stock Option and Stock
Appreciation Rights Plan for incentive stock options,
nonqualified stock options and tandem stock appreciation rights
(the "Stock Option Plan") to conform to recent changes in Rule
16b-3, 17 C.F.R. 240.16b-3 (Rule 16b-3), under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and to
permit greater flexibility in the administration of the Stock
Option Plan.
The number of votes (including 528,174 shares of common stock
voted on an as converted basis from 1,320,432 preferred shares)
cast for or withheld for each director nominee was as follows:
Nominee For Withheld
William A. Clymor 4,734,538 2,249
W. Clayton Cole 4,734,538 2,249
Kenneth R. LaBounty 4,734,538 2,249
Jerome M. Hause 4,734,538 2,249
Edward S. Adams, Jr. 4,734,538 2,249
Walter E. Kellogg III 4,734,538 2,249
Laurence H. Anton 4,734,538 2,249
CARLYLE GOLF, INC.
Part II - Other Information (continued)
The number of votes (including 528,174 shares of common stock voted
on an as converted basis from 1,320,432 preferred shares) cast for
and against, and abstentions from, ratification of the selection of
KPMG Peat Marwick LLP as the Company's independent auditors for the
year ending October 31, 1997 was as follows:
For Against Abstain
-------- -------- --------
4,713,410 17,799 5,578
The number of votes (including 528,174 shares of common stock voted
on an as converted basis from 1,320,432 preferred shares) cast for
and against, and abstentions from, approval of the amendment to the
Stock Option Plan was as follows:
Not
For Against Abstain Voted
-------- -------- -------- --------
4,302,152 319,185 12,700 102,750
Because the election of directors, retention of auditors and
amendment to the Stock Option Plan were considered routine under
applicable stock exchange rules, all proxy shares held in the names
of brokers as nominees which were not voted at the meeting by the
beneficial holders thereof were voted by the brokers in favor of the
nominees for the Board of Directors, the retention of the auditors
and the amendment to the Plan.
Item 5 Other Information
Not applicable
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibits
27 Financial Data Schedule
(b) Reports on Form 8-K
None
Carlyle Golf, Inc.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
CARLYLE GOLF, INC.
(Registrant)
Date: June 18, 1997 By: /s/William A. Clymor
William A. Clymor,
Chairman of the Board and Chief
Executive Officer
Date: June 18, 1997 By: /s/Wendy K. Williams
Wendy K. Williams
Chief Financial Officer