8-K 1 adgo8k.txt CURRENT REPORT ON FORM 8-K, DATED FEBRUARY 1, 2007 ======================================================================== 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): February 1, 2007 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 2.01. Entry into a Material Definitive Agreement. As previously disclosed on our current report on Form 8-K filed on December 20, 2006, on December 15, 2006, we entered into a definitive agreement (the "Agreement") with Women's Golf Unlimited, Inc. ("WGU") to purchase certain of its assets, including trademarks, internet domain names and customer lists for WGU's Square Two Golf [TM] and Lady Fairway[TM] brands (together, the "WGU Brands"). The Agreement contains a number of customary representations, warranties and covenants found in similar transactions. On February 1, 2007 (the "Closing Date"), we consummated the transaction having satisfied all of the closing conditions contained in the Agreement, including the ratification of the Agreement by the shareholders of WGU, which occurred on January 27, 2007, and the receipt of a fairness opinion by WGU. Pursuant to the terms of the Agreement, we paid the purchase price of $600,000 cash on the Closing Date, and did not assume any of the existing liabilities of WGU. WGU may also become entitled to an earn out payment of up to a maximum of $400,000, based on the sale of products carrying the WGU Brands during a 13-month period following the Closing Date. The earnout payment, if earned, will be paid quarterly and will be subject to adjustment quarterly and at the end of the earnout period. In addition, the Agreement grants WGU a limited license to sell off its remaining inventory and collect its outstanding accounts receivable, for a period of 15 months following the Closing Date. 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: February 1, 2007 ADAMS GOLF, INC. By: /s/ ERIC LOGAN ------------------------ Eric Logan Chief Financial Officer