-----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, AIE+2rLbeGpvEuOgNTDx1W1cFSt1Kp/guNSjx00NXubctw3w14usdSKDo55ogq7H jEZzYqRODeSdTuwZ8jaA4A== 0000909143-06-000118.txt : 20061220 0000909143-06-000118.hdr.sgml : 20061220 20061220141013 ACCESSION NUMBER: 0000909143-06-000118 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061215 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061220 DATE AS OF CHANGE: 20061220 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24583 FILM NUMBER: 061289308 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 8-K 1 adgo8k.txt CURRENT REPORT ON FORM 8-K, DATED DECEMBER 15, 2006 ======================================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM 8-K -------------------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 15, 2006 Adams Golf, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 000-24583 75-2320087 (State or Other (Commission (IRS Employer Jurisdiction of Incorporation File Number) Identification No.) 300 Delaware Avenue, Suite 572 Wilmington, Delaware 19801 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (302) 427-5892 Not Applicable (Former Name or Former Address, if Changed Since Last Report Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 230.14a-12(b)) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 230.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 230.133-4(c)) ======================================================================== Item 1.01 Entry in a Material Definitive Agreement. On December 15, 2006, we entered into a definitive agreement with Women's Golf Unlimited, Inc. ("WGU") to purchase certain of its assets, including the trademarks, internet domain names and customer lists for WGU's Square Two Golf[TM] and Lady Fairway[TM] brands. The purchase price is $600,000 cash, to be paid at closing, and an earn out payment of up to a maximum of $400,000, based on sales of products using the WGU brands during the 13-month period following the closing. The earn out payment, if earned, will be paid quarterly and will be subject to adjustment quarterly and at the end of the earn-out period. We are not assuming any WGU liabilities under the agreement. The agreement contains a number of customary representations, warranties, covenants and closing conditions found in similar transactions. The closing conditions include the approval of WGU's shareholders and the receipt by WGU of a fairness opinion. Under the agreement, we will grant WGU a limited license to sell its remaining closing date inventory and to collect its remaining closing date accounts receivable for a period of up to 15 months after the closing. The closing is expected to occur in the first quarter of 2007; however, we cannot predict with certainty whether or when the closing conditions will be satisfied or whether or when the purchase will be consummated. If the closing does not occur by February 15, 2007, both parties have the option to terminate the agreement. Item 8.01 Other Events. On December 20, 2006, we issued a press release announcing execution of the agreement with WGU. A copy of the press release is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. Exhibit No. Description ---------- -------------------------------------------------- 99.1 Press Release by the Registrant, dated December 20, 2006. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: December 20, 2006 ADAMS GOLF, INC. By: /s/ ERIC LOGAN ------------------------ Eric Logan Chief Financial Officer SCHEDULE OF EXHIBITS Exhibit No. Description ---------- -------------------------------------------------- 99.1 Press Release by the Registrant, dated December 20, 2006. EX-99.1 2 ex-99.txt CURRENT REPORT ON FORM 8-K, DATED DECEMBER 15, 2006 [ADAMS GOLF LOGO] NEWS RELEASE FOR IMMEDIATE RELEASE Adams Golf to Acquire Women's Golf Unlimited Brands PLANO, TEXAS, December 20, 2006 - Adams Golf (OTCBB:ADGO) announced today that it will acquire certain assets of Women's Golf Unlimited, including the trademarks, internet domain names and customer lists for the Square Two Golf[TM] and Lady Fairway[TM] brands. The acquisition is subject to certain conditions, including the approval of Women's Golf Unlimited shareholders. The closing is expected to occur in the first quarter of 2007. "We have grown our women's club business significantly over the past two years and believe that we will further that growth via a multi brand strategy," stated Mr. Chip Brewer, CEO and President of Adams Golf. "Concurrently with this acquisition, we will form a separate business unit to concentrate our focus on this important category. The Women's Golf Unlimited brands will remain separate and distinct in the consumer's eye, but benefit from Adams Golf's overall corporate resources. Both the Adams Golf women's products and the Women's Golf Unlimited brands should benefit from this incremental focus and resources." Developing high-performance and technologically innovative golf products is the cornerstone of Adams Golf. From the initial design, through manufacturing and servicing, Adams Golf is committed to helping golfers of all abilities enjoy the game of golf. For more information on Adams Golf, visit adamsgolf.com. This press release contains "forward-looking statements" made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The statements, using terminology such as "may," "will," "should," "expect," "plan" or "believe," include, but are not limited to statements regarding our ability to maintain our current share of the women's golf equipment market and to expand our sales in this market segment through the acquisition of certain assets of the Square Two Golf and Lady Fairway brands. Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions related to certain factors including, without limitation, the following: product development difficulties; product approval and conformity to governing body regulations; assembly difficulties; competing product introductions; patent and trademark infringement risks; uncertainty of the ability to protect intellectual property rights; market demand and acceptance of products; the impact of changing economic conditions; the success of our marketing strategy; our dependence on a limited number of customers; business conditions in the golf industry; reliance on third parties, including suppliers; the actions of competitors, including pricing, advertising and product development risks concerning future technology; the management of sales channels and re-distribution; and one-time events and other factors detailed under "Risk Factors" in our Form 10-K's, Form 10-Q's and other Securities and Exchange Commission filings. These filings can be obtained by contacting Adams Golf Investor Relations. Although the Company believes that the expectations reflected in such forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Based upon changing conditions, should any one or more of these risks or uncertainties materialize, or should any underlying assumptions prove incorrect, actual results may vary materially from those described herein. Except as required by federal securities laws, Adams Golf undertakes no obligation to publicly update or revise any written or oral forward- looking statements, whether as a result of new information, future events, changed circumstances or any other reason after the date of this press release. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements. For more information, please contact: Patty Walsh - Director, Investor Relations Adams Golf (972) 673-9000 -----END PRIVACY-ENHANCED MESSAGE-----