FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended August 31, 2002.
Commission File Number: 0-24450
RAWLINGS SPORTING GOODS COMPANY, INC.
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(Exact name of registrant as specified in its charter)
<Table>
Delaware 43-1674348
- ----------------------------------------------------------------- --------------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1859 Bowles Avenue, Fenton, Missouri 63026
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(Address of principal executive offices) (Zip Code)
</Table>
Registrant's telephone number, including area code: (636) 349-3500
--------------------
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
--------------------------------------
(Title of Class)
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 the
filing requirements for at least the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting Common Stock held by
nonaffiliates of the registrant as of October 31, 2002 was $44,164,062.
The number of shares of the registrant's Common Stock, $.01 par value,
outstanding as of October 31, 2002 was 8,088,656.
DOCUMENTS INCORPORATED BY REFERENCE
There are no documents incorporated by reference herein.
AMENDMENT
The primary purpose of this Amendment is to provide information
required by Items 10, 11, 12 and 13 of Part III of this report which the
registrant intended to incorporate by reference from the registrant's proxy
statement for the annual meeting of stockholders.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
(a) Identification of Directors
<Table>
<Caption>
TERM EXPIRES AT
ANNUAL MEETING
OF STOCKHOLDERS
FOLLOWING
SERVED AS THE FISCAL YEAR
NAME, AGE AND PRINCIPAL OCCUPATION DIRECTOR SINCE ENDING AUGUST 31,
- ---------------------------------- -------------- -----------------
MICHAEL MCDONNELL, 63 1994 2002
President of Rock Island Corporation, a holding
company for the distribution of hardware and the
manufacturing of building products, since 1980; part
owner of the St. Louis Cardinals Major League
Baseball team since 1996.
ANDREW N. BAUR, 58 1994 2003
Chairman of Southwest Bank of St. Louis, Secretary
and Treasurer of the St. Louis Cardinals Major
League Baseball team since 1996.
STEPHEN M. O'HARA, 47 1998 2003
Chairman of the Board and Chief Executive Officer of
the Company since November 2, 1998; previously since
1994 President of Specialty Catalog Corp., a direct
marketer targeting niche consumer products; director
of Angelica Corporation.
WILLIAM C. ROBINSON, 52 1994 2004
Chairman and Chief Executive Officer of Florida
Fancy, Inc. (d/b/a The Treehouse) since 1990; a
consultant to F.W. Woolworth Co. from 1988 to 1990;
President and Chief Executive Officer of Robby's
Sports, a 49 store sporting goods retail chain,
from 1973 to 1988.
</Table>
2
<Table>
EDWARD F. RYAN, 45
Chairman and Chief Executive Officer of
Entrepreneurial Financial Resources Inc. since 2001 2004
1998; various roles, including Chief Executive
Officer and President of Public Safety
Equipment/Code 3 from 1987 to 1998.
</Table>
(b) Identification of Executive Officers
Information with respect to the executive officers of the Company is
set forth under the caption "Executive Officers of the Registrant" contained in
Part I, Item 1 of this report, which information is incorporated herein by
reference.
(c) Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's directors, executive officers, and
persons who own more than 10% of the Company's outstanding Common Stock, to file
with the Securities and Exchange Commission initial reports of ownership and
reports of changes in ownership in the Company's Common Stock and other equity
securities. In addition, under Section 16(a), a director, executive officer or
10% stockholder who is a trustee and has a pecuniary interest (such interest
includes situations where a member of the trustee's immediate family is a
beneficiary of the trust) in any holding or transaction in the Company's
securities held by the trust, must report the holding or transaction on the
trustee's individual form. Securities and Exchange Commission regulations
require directors, executive officers, greater than 10% stockholders and
reporting trusts to furnish the Company with copies of all Section 16(a) reports
they file.
To the Company's knowledge, based solely on a review of the copies of
such reports furnished to the Company and written representations that no other
reports were required during the fiscal year ended August 31, 2002, all Section
16(a) filing requirements applicable to the directors, executive officers and
greater than 10% stockholders were met; except that one report on Form 4 was
submitted to the SEC late by the Company on behalf of Mr. Ryan.
ITEM 11. EXECUTIVE COMPENSATION.
COMPENSATION OF DIRECTORS
The Company's Directors, except for those who are also employees of the
Company, receive an annual retainer fee of $15,000 for service as a Director. In
addition, each non-employee Director receives meeting attendance fees of $1,000
per meeting for special Board meetings or Committee meetings not held in
conjunction with a regular Board meeting. The directors elected to receive in
lieu of cash payment of their directors' fees a number of shares of the Common
Stock having a value equal to the amount of the cash fees. The Company also
reimburses all of its Directors for their out-of-pocket expenses incurred in the
performance of their duties as Directors of the Company.
3
Pursuant to the Rawlings Sporting Goods Company, Inc. 1994 Non-Employee
Directors' Stock Plan (the "Directors' Plan"), the non-employee Directors
receive (i) a non-qualified stock option having an exercise price equal to the
fair market value on the date of grant for 2,500 shares of the Common Stock upon
their initial election or appointment and, thereafter, a non-qualified stock
option for 1,000 shares of the Common Stock annually at the date of the annual
meeting, except that no more than one stock option award may be granted to each
non-employee Director in a given calendar year, and (ii) the right to defer
receipt of fees in cash, and receive instead the right to delivery, at a
specified future date, of that number of shares of the Common Stock having a
value at the time of deferral equal to the amount of cash deferred.
SUMMARY OF COMPENSATION
The following table shows information concerning compensation earned by
or paid to the Company's Chief Executive Officer and each of the four other most
highly compensated Executive Officers of the Company whose salary and bonus for
the twelve months ended August 31, 2002 exceeded $100,000. This information is
provided for the fiscal years ended August 31, 2002, 2001 and 2000.
4
SUMMARY COMPENSATION TABLE
<Table>
<Caption>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION AWARDS
---------------------------------------------- ----------
SECURITIES ALL OTHER
NAME AND PRINCIPAL FISCAL OTHER ANNUAL UNDERLYING COMPENSATION
POSITION YEAR SALARY BONUS COMPENSATION OPTIONS (1)
- ------------------------ ----- ------ ----- ------------ ---------- ------------
Stephen M. O'Hara 2002 $286,935 -- -- 40,000 $7,500
Chairman and 2001 284,946 -- -- 140,000 6,870
Chief Executive Officer 2000 275,000 -- -- 63,940 38,250
Howard B. Keene 2002 $170,000 -- -- 28,000 $5,100
President 2001 168,833 -- -- 10,000 5,065
2000 163,000 -- -- 10,000 4,890
Stanley W. Morrison (2) 2002 $170,000 -- -- 8,000 $4,250
Executive Vice President 2001 168,333 -- -- 16,000 2,596
Marketing 2000 160,000 -- -- 10,000 2,400
William F. Lacey 2002 $161,667 -- -- 8,000 --
Vice President and 2001 116,410 -- $109,747 (3) 30,000 --
Chief Financial Officer
J. Michael Thompson 2002 $146,000 6,000 $4,380
Vice President, Sales 2001 145,167 -- -- 8,000 4,355
2000 141,000 -- -- 1,000 4,230
</Table>
(1) The amounts indicated reflect 401(k) Plan contributions by the Company
on behalf of executive officers O'Hara, Keene, Morrison and Thompson of
$5,500, $5,100, $4,250 and $4,380, respectively. With respect to Mr.
O'Hara, the amount indicated reflects $2,000 in premiums paid by the
Company on a split-dollar life insurance policy for Mr. O'Hara.
(2) Mr. Morrison resigned from the Company effective October 31, 2002.
(3) In connection with Mr. Lacey's relocation from Alabama, the Company
paid $79,433 of relocation expenses (including airfare and temporary
accommodation expenses in St. Louis, Missouri and other costs
associated with the sale of Mr. Lacey's home and relocation). In
addition, the Company paid Mr. Lacey $30,314, which amount represents
the amount recognized by Mr. Lacey for tax purposes in connection with
the Company's payment of the above referenced relocation expenses.
5
STOCK OPTIONS
The following tables set forth certain information concerning options
granted during the fiscal year ended August 31, 2002, to the Executive Officers
named in the Summary Compensation Table and the number and value of the
unexercised options held by such persons on August 31, 2002:
OPTION GRANTS IN LAST FISCAL YEAR
<Table>
<Caption>
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM (1)
- -------------------------- --------------- ------------------ ------------- -------------- -------------- ---------------
(a) (b) (c) (d) (e) (g) (h)
NUMBER OF % OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION 5% 10%
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE ($) ($)
- -------------------------- --------------- ------------------ ------------- -------------- -------------- ---------------
Stephen M. O'Hara 40,000 (2) 17% 3.06 11/5/06 34,000 74,800
Howard B. Keene 20,000 (3) 3.00 12/31/11 37,800 95,600
8,000 (4) 12% 5.60 5/8/12 28,160 71,360
Stanley W. Morrison 8,000 (4)(5) 3% 5.60 5/8/12 28,160 71,360
William F. Lacey 8,000 (4) 3% 5.60 5/8/12 28,160 71,360
J. Michael Thompson 6,000 (4) 3% 5.60 5/8/12 21,120 53,520
</Table>
(1) The potential realizable value represents the amount each Executive
Officer might realize if the stock appreciates annually at the assumed
rates of 5% and 10% for the full period of the options (10 years,
except Mr. O'Hara's options which expire after 5 years). The amounts
represent only hypothetical values and there can be no assurance that
such growth rates in stock price will be achieved. The actual amount
realized by each Executive Officer will be determined at the time the
options are exercised and will be based on the excess of the fair
market value of the stock at the time of exercise over the exercise
price.
(2) The options were granted pursuant to Mr. O'Hara's employment contract
and become exercisable immediately upon grant.
(3) The options have an exercise price equal to the market price on the
date of grant and become exercisable immediately upon grant.
6
(4) The options have an exercise price equal to the market price on the
date of grant and become exercisable as to one-third of the initial
number of underlying shares of the Common Stock on each of the first,
second and third anniversaries of the date of grant, subject to
acceleration in the event of death or disability of the optionee, a
change in control (as defined in the Stock Option Plan) or as otherwise
determined by the Compensation Committee of the Board of Directors.
(5) All options granted to Mr. Morrison will expire and will be
unexercisable as of January 31, 2003, due to Mr. Morrison's resignation
effective October 31, 2002.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
<Table>
<Caption>
(a) (b) (c) (d) (e)
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS AT
SHARES FY-END FY-END
ACQUIRED ON VALUE (#) ($)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE (1)
- ---------------------- ------------ ------------ ------------------------------- -----------------------------
Stephen M. O'Hara -0- -0- 391,123/116,667 157,004/74,667
Howard B. Keene -0- -0- 151,745/18,000 47,800/800
Stanley W. Morrison -0- -0- 56,000/18,000 4,676/800
William F. Lacey -0- -0- 10,000/28,000 400/800
J. Michael Thompson -0- -0- 76,331/10,333 740/480
</Table>
(1) The closing price of the Common Stock on the Nasdaq National Market on
August 30, 2002, was $5.37 per share. Value is calculated by
determining the difference between the option exercise price and $5.37
multiplied by the number of shares of the Common Stock underlying the
options.
RETIREMENT PLANS
All of the Executive Officers of the Company who were previously
employees of Figgie International, Inc. ("Figgie") accrued retirement income
credits under Figgie's Retirement Income
7
Plan II (the "Figgie Plan") until the date of the initial public offering of the
Company's shares (the "IPO"). Such employees will receive, upon retirement,
benefits accrued under the Figgie Plan up until the date of the IPO. In
connection with the acquisition of the Company business from Figgie, each of the
Company's employees has been given credit for vesting and eligibility to receive
benefits under the Company's retirement plan for service as an employee of
Figgie. In return, Figgie has provided full vesting under the Figgie Plan for
all employees of the Company who were previously employees of Figgie.
As of July 8, 1994, the date of the IPO, the amount of annual benefits
payable upon retirement under the Figgie Plan, including accrued benefits from a
prior plan which was terminated on November 21, 1988, to Mr. Keene who was an
employee of Figgie is $9,372.
The Company has not adopted a retirement plan.
EMPLOYMENT AGREEMENTS
The Company entered into an employment agreement with Stephen M. O'Hara
in November 1998, which agreement, as amended in January 2000, provides for (1)
an initial annual salary of $275,000, with an annual salary review and
adjustment by the Compensation Committee of the Board (the "Committee"), (2) an
annual bonus of up to 75% of salary, which will be based upon subjective and
objective criteria established by the Committee, (3) the issuance of stock
options to purchase 250,000 shares of the Common Stock having the terms
discussed below, (4) severance benefits equal to three (3) times Mr. O'Hara's
base salary at time of termination if his employment with the Company is
terminated under certain circumstances following a change in control of the
Company, (5) a termination benefit, unless Mr. O'Hara is terminated for cause,
as defined in the employment agreement, equal to two times Mr. O'Hara's base
salary at the time of termination and the continuation of certain benefits for a
period of two years following such termination, provided that Mr. O'Hara may not
receive such termination benefit in the event of a change in control of the
Company for which Mr. O'Hara receives the benefits described below under
"Severance Agreements," (6) a $2 million split-dollar life insurance policy, (7)
an automobile allowance, and (8) certain relocation expenses and miscellaneous
perquisites.
The stock options referred to above vest over a four year period. The
options that vest on the date of grant are exercisable at a price per share
equal to the current market price of the Common Stock on October 30, 1998
($10.00), and those vesting on the second, third and fourth anniversaries are
exercisable at $11.00, $12.00, $13.00 and $14.00, respectively. In addition, for
each share of the Common Stock purchased by Mr. O'Hara, up to the first 20,000
shares purchased annually, Mr. O'Hara shall receive pursuant to the employment
agreement the option to purchase two shares of the Common Stock at an exercise
price equal to the price at which such shares of the Common Stock were
purchased. During most of the Company's fiscal year 1999, Mr. O'Hara was
prevented under applicable securities laws from purchasing shares of the Common
Stock due to the Company's then pending strategic review process. Accordingly,
the Board of Directors amended the employment agreement to permit Mr. O'Hara to
acquire, through
8
the purchase of the Common Stock, the number of options he was unable to obtain
during fiscal 1999.
The Company entered into an employment agreement with Howard B. Keene
on January 1, 2002 which provides for (1) an initial annual base salary of
$170,000 with a reduction to $127,500 on the third anniversary of the agreement
and further reductions throughout the life of the agreement as Mr. Keene's level
of involvement with the Company decreases concluding with a salary of $56,600 in
the final two years of the agreement, (2) monthly contributions to Mr. Keene's
deferred compensation account beginning in the fourth year of the agreement,
which amounts will continue in decreasing amounts over the life of the
agreement, (3) an annual bonus of up to 75% of base salary, which will be based
upon subjective and objective criteria established by the Committee, (4)
issuance of stock options having the terms discussed below, (5) termination
benefits consisting of the terms discussed below, (6) medical, dental, long term
disability and group life insurance benefits, (7) an automobile allowance, (8)
the payment of dues at a country club and (9) miscellaneous perquisites. Upon
execution of the employment agreement, Mr. Keene received an immediately
exercisable option to purchase 20,000 shares of the Common Stock at the market
price per share as of the close of business on January 1, 2002.
SEVERANCE AGREEMENTS
The Company has entered into severance agreements with each of the
Executive Officers named in the Summary Compensation Table which provide various
severance benefits to them if their employment with the Company is terminated
under certain circumstances following a change in control of the Company. The
agreements provide that a change in control of the Company is deemed to have
occurred if (1) a person acquires beneficial ownership of 20% or more of the
Company's voting stock (33% under Mr. O'Hara's employment agreement), (2)
individuals who, at the date of the agreement or the beginning of a two-year
period thereafter, constitute the Board of Directors, cease for any reason to
constitute a majority of the Board, unless approved by a majority of the Board
then in office, (3) the stockholders approve a liquidation of the Company, a
sale or disposition of all or substantially all of the Company's assets, or a
merger, consolidation or reorganization of the Company other than one that would
result in (a) the holders of the Company's voting stock continuing to own
beneficially more than 50% of the outstanding stock of the resulting
corporation, (b) no person who did not own voting stock prior to the transaction
owning 20% or more of the outstanding stock of the resulting corporation, and
(c) at least a majority of the board of directors of the resulting corporation
being members of the Board of Directors of the Company at the date the severance
agreement was signed or at the beginning of a two-year period thereafter that
precedes the corporate transaction, or (4) the Board concludes that the
Executive Officer is entitled to the benefits because of the occurrence, threat
or imminence of an event with consequences similar to the foregoing.
Each of the respective agreements (either employment or severance)
provides for severance payments in the event of termination of the Executive
Officer's employment within a specified period after a change in control of the
Company unless the Executive Officer's employment is terminated by the Company
or its successors for "cause" or "disability," because of the Executive
Officer's death or "retirement" or by the Executive Officer's voluntary
9
termination for other than "good reason," in each case as such terms are defined
in the agreements. The benefits for the executive officers, except Mr. Keene,
consist of the following: (a) an amount equal to two times the highest annual
base salary paid to the Executive Officers at any time up to the termination of
such Executive Officer's employment (three times for Mr. O'Hara); (b) salary and
bonus (prorated assuming annual bonuses were paid at the target level) to the
date of termination (Mr. O'Hara would receive an amount equal to his prior
year's bonus); (c) medical, dental, long-term disability and group term life
insurance benefits for three years for Mr. O'Hara and two years for other
Executive Officers if the Executive Officer makes his or her required
contribution; and (d) acceleration of the vesting of all stock options. Pursuant
to his employment agreement, upon the termination of Mr. Keene's employment,
other than for cause, Mr. Keene shall receive (i) any accrued base salary, (ii)
a lump sum payment equal to 1.5 times his remaining base salary, (iii) a lump
sum payment equal to the sum of the remaining compensation to be paid to Mr.
Keene's deferred account (as well as immediate vesting of the amount contained
in the deferred account), (iv) any additional payments or benefits explicitly
provided under any plan, policy, program of the Company in effect at the time of
Mr. Keene's termination, and (v) acceleration of the vesting of all stock
options.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The stockholder named in the following table is the only stockholder
known to the Company to be the beneficial owner of five percent (5%) or more of
the Company's Common Stock as of December 26, 2002. For purposes of this table,
the term "beneficial owner" means any person who, directly or indirectly, has or
shares the power to vote, or to direct the voting of, a security or the power to
dispose, or to direct the disposition, of a security.
<Table>
<Caption>
NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCENT
BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
---------------- -------------------- --------
Daniel Gilbert 1,208,600(1) 14.9%
20555 Victor Parkway
Livonia, Michigan 48152
</Table>
(1) Pursuant to an amended report on Schedule 13D dated December 16, 2002.
10
STOCK OWNERSHIP OF DIRECTORS,
THE NOMINEES FOR DIRECTOR AND EXECUTIVE OFFICERS
The following table and notes thereto set forth information, as of
August 31, 2002, with respect to the beneficial ownership of shares of the
Common Stock by each Director and each Executive Officer named in the Summary
Compensation Table and by the Directors and Executive Officers of the Company,
as a group, based upon information furnished to the Company by such persons:
AMOUNT OF BENEFICIAL OWNERSHIP
AS OF AUGUST 31, 2002(1)
<Table>
<Caption>
AMOUNT AND NATURE OF PERCENT
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP OF CLASS
- ------------------------ -------------------- --------
Andrew N. Baur (d) 44,417 (2) *
Howard B. Keene 170,609 (3) 2.1%
William F. Lacey 10,000 (4) *
Michael McDonnell (d) 93,836 (5) 1.2%
Stanley W. Morrison 65,704 (6) *
Stephen M. O'Hara (d) 475,112 (7) 5.9%
William C. Robinson (d) 52,437 (8) *
Edward F. Ryan (d) 39,205 (9) *
J. Michael Thompson 109,620 (10) 1.4%
All Current Directors and Executive
Officers as a Group (11 persons) 1,253,718 (11) 15.5%
</Table>
- ----------
(d) Director
* Less than 1%
(1) Each Director and Executive Officer owning shares listed or included in
this table exercises sole voting and dispositive power over such
shares, except as otherwise indicated in footnotes (2) through (10).
Included in the table are shares underlying options that are
exercisable within sixty (60) days after August 31, 2002.
(2) This amount includes 8,000 shares of the Common Stock underlying
options granted under the Rawlings Sporting Goods Company, Inc.
Non-Employee Directors' Stock Plan
11
("Directors' Plan") and 18,417 shares of the Common Stock Mr. Baur is
entitled to receive in lieu of directors' fees pursuant to the
Directors' Plan.
(3) This amount includes 151,745 shares of the Common Stock underlying
options granted under the Rawlings Sporting Goods Company, Inc. 1994
Long-Term Incentive Plan (the "Stock Option Plan") and 18,864 shares of
the Common Stock beneficially owned under the Rawlings Sporting Goods
Company, Inc. Savings Plan (the "401(k) Plan") as to which Mr. Keene
has sole voting and dispositive power.
(4) This amount includes 10,000 shares of the Common Stock underlying
options granted under the Stock Option Plan.
(5) This amount includes 8,000 shares of the Common Stock underlying
options granted under the Directors' Plan and 17,836 shares of the
Common Stock Mr. McDonnell is entitled to receive in lieu of directors'
fees pursuant to the Directors' Plan.
(6) This amount includes 56,000 shares of the Common Stock underlying
options granted under the Stock Option Plan, and 2,558 shares of the
Common Stock beneficially owned under the 401(k) Plan as to which Mr.
Morrison has sole voting and dispositive power. All options granted to
Mr. Morrison will expire on January 31, 2003 as a result of Mr.
Morrison's resignation on October 31, 2002.
(7) This amount includes 391,123 shares of the Common Stock underlying
options granted under Mr. O'Hara's Employment Agreement and the Stock
Option Plan and 5,914 shares of the Common Stock beneficially owned
under the 401(k) Plan as to which Mr. O'Hara has sole voting and
dispositive power.
(8) This amount includes 8,000 shares of the Common Stock underlying
options granted under the Directors' Plan and 12,937 shares of the
Common Stock Mr. Robinson is entitled to receive in lieu of directors'
fees pursuant to the Directors' Plan.
(9) This amount includes 625 shares of the Common Stock underlying options
granted under the Directors Plan and 3,485 shares of the Common Stock
Mr. Ryan is entitled to receive in lieu of directors' fees pursuant to
the Directors' Plan.
(10) This amount includes 76,331 shares of the Common Stock underlying the
options granted under the Stock Option Plan and 32,289 shares of the
Common Stock beneficially owned under the 401(k) Plan as to which Mr.
Thompson has sole voting and dispositive power.
(11) This amount includes options to purchase an aggregate of 848,293 shares
of the Common Stock previously granted to such persons under
compensatory stock plans of the Company.
12
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Mr. Baur is the Secretary, Treasurer and a part owner, and Mr.
McDonnell is a part owner of the St. Louis Cardinals L.P. During the fiscal year
ended August 31, 2002, the Company sold approximately $413,000 of product to and
also purchased $101,000 in product and services from, the St. Louis Cardinals
L.P. The Company believes the terms and prices for the sales of these products
and the services are no less favorable than those obtained from unaffiliated
parties.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
RAWLINGS SPORTING GOODS
COMPANY, INC.
Date: December 27, 2002 By: /s/ Stephen M. O'Hara
--------------------------------
Stephen M. O'Hara
Chairman of the Board and
Chief Executive Officer
14
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Stephen M. O'Hara, certify that:
1. I have reviewed this annual report on Form 10-K/A of Rawlings Sporting Goods
Company, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
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6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: December 27, 2002
By: /s/ Stephen M. O'Hara
-----------------------------------------
Stephen M. O'Hara
Chairman of the Board and Chief Executive
Officer
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CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO
SECURITIES EXCHANGE ACT RULES 13a-14 AND 15d-14
AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, William F. Lacey, certify that:
1. I have reviewed this annual report on Form 10-K/A of Rawlings Sporting Goods
Company, Inc.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:
a) Designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and
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6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.
Date: December 27, 2002
By: /s/ William F. Lacey
------------------------------------------
William F. Lacey
Vice President and Chief Financial Officer
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