10-K/A 1 adgo10ka2005.txt AMENDMENT NO. 1 TO FORM 10-K FOR YEAR ENDED 12/31/2005 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2005 OR [ ] 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: 0-24583 ADAMS GOLF, INC. (Exact name of registrant as specified in its charter) DELAWARE 75-2320087 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 300 Delaware Avenue, Suite 572 Wilmington, Delaware 19801 (Address of principal executive Offices) (Zip Code) (302) 427-5892 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common Stock $.001 Par Value Title of Class Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [ X ] No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [ X ] No 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. [ X ] Yes [ ] 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 the 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. [ X ] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (check one) Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ X ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). [ ] Yes [ X ] No The aggregate market value of the Registrant's common stock held by nonaffiliates of the Registrant at June 30, 2005 was $19,201,210 based on the closing sales price of $1.43 per share of the Registrant's common stock on the OTC Bulletin Board. The number of outstanding shares of the Registrant's common ctock, par value $.001 per share, was 22,844,153 on March 15, 2006. -1- EXPLANATORY NOTE This Amendment No. 1 to the Annual Report on Form 10-K for the year ended December 31, 2005 of Adams Golf, Inc. (the "Annual Report") is filed for the purpose of filing an Independent Auditors' Consent included as Exhibit 23.2 to the Annual Report. Except as described above, no other changes have been made to the Annual Report. Neither the Audit Report of Independent Public Accounting Firm, KPMG LLP, nor the related form of Consent filed as Exhibit 23.2 had yet been signed by KPMG LLP and both were inadvertently included. At the time of the filing of the form of Consent, management was under the belief that KPMG LLP had consented to the filing and form of Consent. This Amendment No. 1 to the Annual Report continues to speak as of the date of the Annual Report, and we have not updated the disclosures contained in this Amendment No. 1 to the Annual Report to reflect any events that occurred at a date subsequent to the filing of the Annual Report. The filing of this Amendment No. 1 to the Annual Report is not a representation that any statements contained in items of the Annual Report other than that information being amended are true or complete as of any date subsequent to the date of the Annual Report. Exhibits included with this Amendment No. 1 are listed below: Exhibit Number Exhibit Description --------- ------------------------------------------------- 23.2 Consent of KPMG LLP -2- Signatures Pursuant to the requirements of Section 13 or 15(d) 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. ADAMS GOLF, INC., a Delaware corporation Date: March 31, 2006 By: /S/ Eric T. Logan ------------------------------- Eric T. Logan Chief Financial Officer -3-