-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, R0S5a+z/i8ijAL/EXoC243tjG1FLaNvQkAiumL58Jvu3MscfNQ9f77SwxGq8CRML SwF9JRRw3jaA4eaXcCIgaA== 0000950144-04-011649.txt : 20041201 0000950144-04-011649.hdr.sgml : 20041201 20041130174529 ACCESSION NUMBER: 0000950144-04-011649 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20041201 DATE AS OF CHANGE: 20041130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCOTT RICHARD L CENTRAL INDEX KEY: 0000915477 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: KY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 201 WEST MAIN ST CITY: LOUISVILLE STATE: KY ZIP: 40202 BUSINESS PHONE: 5025722104 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ADAMS GOLF INC CENTRAL INDEX KEY: 0001059763 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 752320087 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55769 FILM NUMBER: 041175432 BUSINESS ADDRESS: STREET 1: 2801 EAST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: 9726739000 MAIL ADDRESS: STREET 1: 2801 EAST PLANO PARKWAY CITY: PLANO STATE: TX ZIP: 75074 SC 13D 1 g92185sc13d.htm ADAMS GOLF, INC. / RICHARD L. SCOTT Adams Golf, Inc. / Richard L. Scott
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No.     )*

  ADAMS GOLF, Inc.
(Name of Issuer)

  Common Stock, $.001 par value
(Title of Class of Securities)

  006228-10-0
(CUSIP Number)

  Stephen T. Braun, Esq.
Boult Cummings Conners & Berry, PLC
414 Union Street, Suite 1600
Nashville, Tennessee 37219
(615) 252-2300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

  November 29, 2004
(Date of Event which Requires Filing of this Statement)

  If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
 
  Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240. 13d-7 for other parties to whom copies are to be sent.
 
  *The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
  The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

  Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
 
SEC 1746 (11-03)

Table of Contents

                 
CUSIP No. 858603103

  1. Names of Reporting Persons. Richard L. Scott

I.R.S. Identification Nos. of above persons (entities only).

 

  2. Check the Appropriate Box if a Member of a Group (See Instructions)

N/A

     (a) o  

     (b) o  

 

  3. SEC Use Only

 

  4. Source of Funds (See Instructions)    PF

 

  5. Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o

 

  6. Citizenship or Place of Organization     United States

 

  7.   Sole Voting Power   2,393,060
Number of  
   
Shares   8.   Shared Voting Power   -0-
 
Beneficially        
   
Owned by Each   9.   Sole Dispositive Power   2,393,060
 
Reporting      
   
Person   10.   Shared Dispositive Power   -0-
 
With      
  11. Aggregate Amount Beneficially Owned by Each Reporting Person   2,393,060

 

  12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

  13. Percent of Class Represented by Amount in Row (11)   10.6%

 

  14. Type of Reporting Person (See Instructions)   IN

 

TABLE OF CONTENTS

Item 1. Security and Issuer
Item 2. Identity and Background
Item 3. Source and Amount of Funds or Other Consideration
Item 4. Purpose of Transaction
Item 5. Interest in Securities of the Issuer
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 7. Material to be Filed As Exhibits
Signature
Ex-1 Common Stock Purchase Agreement

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Item 1. Security and Issuer

Common Stock, $.001 par value (the “Common Stock”), of Adams Golf, Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 300 Delaware Avenue, Suite 572, Wilmington, Delaware 19801.

Item 2. Identity and Background

This statement is filed by Richard L. Scott (the “Reporting Person”).

The business address of the Reporting Person is 700 11th Street S, Suite 101, Naples, Florida 34102.

The Reporting Person is a private investor.

The Reporting Person has not been convicted in any criminal proceedings during the five years preceding the filing of this report.

During the five years preceding the filing of this report, the Reporting Person has not been a party to any civil proceedings of a judicial or administrative body which has resulted in any judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

The Reporting Person is a United States citizen.

Item 3. Source and Amount of Funds or Other Consideration

The Reporting Person has used personal funds of approximately $2,466,125 to acquire 2,393,060 shares of Common Stock in both private and open market transactions. The Common Stock was purchased by four different entities controlled by the Reporting Person.

Item 4. Purpose of Transaction

The Reporting Person purchased the Common Stock in a private transaction and in the open market for general investment purposes. Consistent with such purposes, the Reporting Person may seek to engage in future discussions with management of the Issuer and may make suggestions concerning the Issuer’s operations, prospects, business and financial strategies, assets and liabilities, business and financing alternatives and such other matters as the Reporting Person may deem relevant to his investment in the Issuer. In addition, the Reporting Person may from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of the Common Stock of the Issuer or engage in discussions with the Issuer concerning further acquisitions of shares of the Common Stock of the Issuer or further investments in the Issuer. The Reporting Person intends to review his investment in the Issuer on a continuing basis and, depending upon the price and availability of shares of the Common Stock, subsequent developments affecting the Issuer, the

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Issuer’s business and prospects, other investment and business opportunities available to the Reporting Person, general stock market and economic conditions, tax considerations and other factors considered relevant, may decide at any time to increase or to decrease the size of his investment in the Issuer.

Except as set forth above, the Reporting Person does not have any plans or proposals which relate to or would result in (a) the acquisition of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board of directors of the Issuer, (e) any material change in the present capitalization or dividend policy of the Issuer, (f) any other material change in the business or corporate structure of the Issuer, (g) changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer, (h) the delisting from a national securities exchange or termination of quotations in an inter-dealer quotation system of a registered national securities association for any class of capital stock of the Issuer, (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934 Common Stock, or (j) or any action similar to the foregoing actions listed. The Reporting Person will continue to evaluate the Issuer and his investment therein and may later determine to propose or support any one or more of such actions in the future, to purchase additional shares of the Common Stock or to sell part or all of his holdings of the Common Stock of the Issuer.

Item 5. Interest in Securities of the Issuer

The 2,393,060 shares of the Common Stock owned by the Reporting Person constitute 10.6% of the outstanding Common Stock of the Issuer.

The Reporting Person has sole voting and dispositive power with respect to the Common Stock.

The Reporting Person purchased the following shares of the Common Stock of the Issuer in open market transactions during the past 60 days:

                         
                    Aggregate
Purchase Date
   No. of Shares
   Price Per Share
   Consideration
09/29/2004
     3,000     $ 1.13     $ 3,390  
10/12/2004
     37,100     $ 1.13     $ 41,753  
10/18/2004
     25,530     $ 1.13     $ 28,736  
10/19/2004
     21,000     $ 1.12     $ 23,535  
10/20/2004
     29,000     $ 1.12     $ 32,495  
10/21/2004
     7,000     $ 1.12     $ 7,855  
10/22/2004
     24,000     $ 1.12     $ 26,885  
10/25/2004
     2,000     $ 1.12     $ 2,235  
10/26/2004
     40,000     $ 1.11     $ 44,420  
10/27/2004
     5,500     $ 1.10     $ 6,065  
10/28/2004
     31,000     $ 1.09     $ 33,760  
 
    
 		              
 		  
 
     225,130             $ 251,129  

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In addition, Reporting Person purchased the following shares of the Common Stock of the Issuer in a private transaction:

                         
                    Aggregate
Purchase Date
   No. of Shares
   Price Per Share
   Consideration
11/29/2004
     1,554,221     $ 0.965     $ 1,500,000  

The Common Stock was purchased by four different entities controlled by the Reporting Person, including 459,509 shares purchased by the Frances Annette Scott Revocable Trust, of which the Reporting Person’s spouse is the trustee and 1,554,221 shares purchased by ADGO Investments, LLC, a member managed limited liability company of which Reporting Person is the controlling member.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On November 29, 2004, an entity controlled by Reporting Person entered into a Stock Purchase Agreement with a third party whereby the Reporting Person purchased 1,554,221 shares of Issuer Common Stock from such third party. This agreement is attached as an exhibit hereto.

Other than as set forth above, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed As Exhibits

Exhibit 1  Stock Purchase Agreement dated as of November 29, 2004, between ADGO Investments, LLC and Finis F. Conner and Julie A. Conner, trustees of the Conner Family Trust dated February 23, 1991.

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Signature

     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
         
     
DATED: November 30, 2004  /s/ Richard L. Scott    
  Richard L. Scott   
     
 

6

EX-1 2 g92185exv1.txt EX-1 COMMON STOCK PURCHASE AGREEMENT EXHIBIT 1 COMMON STOCK PURCHASE AGREEMENT This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is dated November 29, 2004 ("Agreement Date") by and between ADGO Investments, LLC, a Delaware limited liability company ("Purchaser"), and Finis F. Conner and Julie A. Conner, trustees of the Conner Family Trust dated February 23, 1991 ("Seller"). RECITALS A. The Seller is the owner of 1,554,221 shares of the common stock, par value $.001 per share (the "Shares"), of Adams Golf, Inc., a Delaware corporation (the "Company"). B. The Purchaser wishes to purchase the Shares on the terms and conditions set forth in this Agreement. Now, therefore, in consideration of the mutual premises contained herein, the parties agree as follows: 1. Purchase and Sale. The Seller hereby agrees to sell, transfer, assign, grant and convey the Shares to the Purchaser and the Purchaser hereby agrees to purchase and acquire the Shares, represented by Certificate(s) Number AD1959, for an aggregate consideration of One Million Five Hundred Thousand Dollars ($1,500,000) (the "Purchase Price"). The Purchase Price shall be paid by the Purchaser by wiring such amount, in immediately available funds, in accordance with the instructions on Annex I hereto, upon execution hereof against delivery of the Certificate(s) Number AD1959 to the Purchaser's account at UBS Securities, LLC. 2. Representations and Warranties of the Sellers. In order to induce the Purchaser to purchase the Securities, Seller represents and warrants that: a. Seller has full power and authority to execute, deliver and perform its obligations under this Agreement. b. Seller's execution, delivery, and performance of the this Agreement has not resulted and will not result in a breach or violation of any provision of (i) such Seller's organizational documents, (ii) any statute, law, writ, order, rule or regulation of any governmental authority applicable to such Seller, (iii) any judgment, injunction, decree or determination applicable to such Seller or (iv) any contract, indenture, mortgage, loan agreement, note, lease or other agreement, document or instrument to which such Seller may be a party, by which such Seller may be bound or to which any of the assets of such Seller is subject. c. (i) This Agreement (A) has been duly and validly authorized, executed and delivered by such Seller and (B) is the legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except that such enforceability against such Seller may be limited by bankruptcy, insolvency, or other similar laws of general applicability affecting the enforcement of creditors' rights generally and by the court's discretion in relation to equitable remedies; and (ii) No notice to, registration with, consent or approval of or any other action by any relevant governmental authority or other entity is, will be, or was on the Agreement Date, required for Seller to execute, deliver, and perform its obligations under this Agreement. d. Seller is the sole legal and beneficial owner of and has good title to the Shares, free and clear of any mortgage, pledge, lien, security interest, charge, hypothecation, security agreement, security arrangement or encumbrance or other adverse claim against title of any kind ("Encumbrance"). The Shares are not subject to any prior sale, transfer, assignment or participation by either Seller or any agreement by either Seller to assign, convey, transfer or participate, in whole or in part. e. No proceedings are pending against Seller or to Seller's knowledge, threatened against such Seller before any relevant governmental authority that, in the aggregate, will materially and adversely affect (i) the Shares or (ii) any action taken or to be taken by Seller under this Agreement. f. Seller has not engaged in any acts or conduct or made any omissions that will result in Purchaser receiving proportionately less in payments or distributions under, or less favorable treatment (including the timing of payments or distributions) for, the Shares than is received by other holders holding Shares of the same tranche, class or type as the Shares. g. No broker, finder or other entity acting under either Seller's authority is entitled to any broker's commission or other fee in connection with the transactions contemplated by this Agreement for which Purchaser could be responsible. h. Seller acknowledges that the consideration given for the purchase by the Purchaser of the Securities may differ both in kind and in amount from any payments or distributions which the Purchaser may ultimately receive with respect to the Shares, and the Sellers shall not have any recourse to the Purchaser for any deficiency i. Seller (i) is a sophisticated seller with respect to the sale of the Shares, (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Shares and (iii) has independently and without reliance upon Purchaser, and based on such information as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Seller acknowledges that Purchaser has not given such Seller any investment advice, credit information, or opinion on whether the sale of the Shares is prudent. j. Seller acknowledges that (i) Purchaser currently may have, and later may come into possession of, information with respect to the Shares, the Company or any of its affiliates that is not known to such Seller and that may be material to a decision to sell the Shares ("Seller Excluded Information"), (ii) Seller has determined to sell the Shares notwithstanding its lack of knowledge of the Seller Excluded Information and (iii) Purchaser shall have no liability to Seller, and Seller waives and releases any claims that it might have against Purchaser whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in connection with the transactions contemplated by this Agreement; provided, however, that the Seller - 2 - Excluded Information shall not and does not affect the truth or accuracy of Purchaser's representations or warranties in this Agreement. k. No restrictions exist under the Securities Act of 1933, as amended (the "Act") or otherwise which prevent or limit the sale of the Shares in accordance with the terms of this Agreement. Seller has not made any offers to sell, or solicitations of any offers to buy, all or any portion of the Shares in violation of any applicable securities laws. l. Seller is not a party to, or bound by, any document or agreement that could materially and adversely affect the Shares or Purchaser's rights and remedies under this Agreement. m. To the best of Seller's knowledge, neither such Seller nor anyone acting on its behalf has taken any action which could subject the sale of the Shares to Section 5 of the Act, and to the best of such Seller's knowledge, the sale of the Shares owned by such Seller to the Purchaser does not require registration under said Act. n. Seller is fully aware that, with regard to the sale of the Shares, the Purchaser is relying upon the truth and accuracy of these representations and warranties. 3. Purchaser's Representations and Warranties. The Purchaser makes the following representations and warranties to the Seller in connection with its purchase of the Shares: a. The Purchaser has all necessary corporate or other power and authority enter into this Agreement and to purchase the Shares; b. The Purchaser is a sophisticated institutional investor that is an "accredited investor" within the meaning of Rule 501 under the Act and has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of its investment in the Shares and is able to bear the economic risk of such investment. c. The Purchaser is acquiring the Shares for its own account, and not with a present view to, or for sale in connection with any, distribution thereof, provided that the disposition of the Purchaser's property shall at all times be and remain within its control. d. The Shares were not offered or sold to Purchaser by any form of general solicitation or general advertising. e. Purchaser acknowledges that it has conducted, to the extent it deemed necessary, an independent investigation of such matters, and has had the opportunity to receive such information as, in its judgment, is necessary for it to make an informed investment decision, and has not relied upon the Sellers for any investigation or assessment to evaluate the transaction contemplated hereby. f. The Purchaser is fully aware that, with regard to the sale of the Shares, the Seller is relying upon the truth and accuracy of these representations and warranties. - 3 - 4. Indemnification. a. Seller agrees to indemnify and hold the Purchasers harmless against and in respect of any and all damages, losses, liabilities, obligations, costs and expenses (including reasonable attorney's fees) (collectively "Damages") that the Purchaser may suffer or incur as a result of a breach of any of the representations, warranties or agreements by the Seller set forth herein (notwithstanding any investigation or verifications made by or on behalf of the Purchaser). b. Purchaser agrees to indemnify and hold the Seller harmless against and in respect of any and all Damages that the Seller may suffer or incur as a result of a breach of any of the representations, warranties or agreements by the Purchaser set forth herein (notwithstanding any investigation or verifications made by or on behalf of the Seller). 5. Miscellaneous. a. Expenses. Each party shall bear the costs and expenses (including, without limitation, attorney's fees) incurred by such party in connection with the transactions contemplated by this Agreement. b. Further Assurances. From time to time, at the request of Purchaser and without further consideration, Seller shall execute and deliver to Purchaser such other documents, and take such other action, as Purchaser may reasonably request in order to consummate or evidence more effectively the transactions contemplated hereby and to vest in Purchaser good, valid, and marketable title to the Shares. c. Entire Agreement. This Agreement, including any other documents or writings referred to herein or delivered pursuant hereto, all of which form a part hereof, contains the entire understanding of the parties with respect to its subject matter. There are no agreements, promises, warranties, covenants, or undertakings other than those expressly set forth herein or therein. This Agreement merges with and supersedes all prior and contemporaneous agreements and understandings between the parties with respect to its subject matter. d. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to its principles of conflicts of laws. e. Successors and Assigns. This Agreement shall be binding upon, and shall inure to the benefit of, the successors, assigns and heirs of the Purchaser and Seller. f. Amendment and Waiver. No provision of this Agreement may be amended or waived or otherwise modified except by a written instrument signed by the Seller and the Purchaser or their respective heirs, successors, assigns, or legal representatives. g. Severability. If any provision of this Agreement, or the application thereof, shall for any reason or to any extent be invalid or unenforceable, the remainder of this Agreement and application of such provision to other persons or circumstances - 4 - shall continue in full force and effect and in no way be affected, impaired or invalidated. h. No Waiver. The failure of any party to enforce any of the provisions hereof shall not be construed to be a waiver of the right of such party thereafter to enforce such provisions. i. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original as against any party whose signature appears thereon and all of which together shall constitute one and the same instrument. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as signatories. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof. SIGNATURE PAGE FOLLOWS - 5 - IN WITNESS WHEREOF, the Seller and the Purchaser have executed this Agreement as of the day and year first above written. SELLER: PURCHASER: CONNER FAMILY TRUST DATED FEBRUARY 23, 1991 ADGO INVESTMENTS, LLC By: ______________________ By: ______________________ Name: Name: Title: Title: -----END PRIVACY-ENHANCED MESSAGE-----