-----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, F9gjbNs9FXfHTJxsH31su7upJnIng79pQCXXgBqx6HHZaob1e0EWUPWmcYWjja24 VPK9/uXJ5LYE1uPMo7pEmw== 0001047469-98-027030.txt : 19980714 0001047469-98-027030.hdr.sgml : 19980714 ACCESSION NUMBER: 0001047469-98-027030 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 4 333-51715 FILED AS OF DATE: 19980710 EFFECTIVENESS DATE: 19980710 SROS: NASD 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: S-1MEF SEC ACT: SEC FILE NUMBER: 333-58917 FILM NUMBER: 98664810 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 S-1MEF 1 S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1998 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 _______________________________ FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 _______________________________ ADAMS GOLF, INC. (Exact name of registrant as specified in its charter) DELAWARE 3949 75-2320087 (State or other (Primary Standard Industrial (I.R.S. Employer jurisdiction of Classification Code Number) Identification Number) incorporation or organization) 300 DELAWARE AVENUE, SUITE 548 WILMINGTON, DELAWARE 19801 (302) 427-5892 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) B.H. (BARNEY) ADAMS CHIEF EXECUTIVE OFFICER 300 DELAWARE AVENUE, SUITE 548 WILMINGTON, DELAWARE 19801 (302) 427-5892 (Name, address, including zip code, and telephone number, including area code, of agent for service) COPIES TO: JOSEPH A. HOFFMAN KENNETH L. GUERNSEY J. DAVID WASHBURN KARYN R. SMITH ARTER & HADDEN LLP COOLEY GODWARD LLP 1717 MAIN STREET, SUITE 4100 ONE MARITIME PLAZA 20TH FLOOR DALLAS, TEXAS 75201 SAN FRANCISCO, CALIFORNIA 94111 (214) 761-2100 (415) 693-2000 _______________________________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box: / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective Registration Statement for the same offering. /X/ 333-51715 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / _____________ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / _____________ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / CALCULATION OF REGISTRATION FEE ================================================================ TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF SECURITIES TO BE AGGREGATE OFFERING REGISTRATION REGISTERED PRICE FEE - ---------------------------------------------------------------- Common Stock, $.001 par value.... $4,000,000(1) $1,180.00(2) ================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended. (2) The Company has previously paid a filing fee of $32,450 in connection with Registration Statement No. 333-51715. ================================================================================ EXPLANATORY NOTE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1 (Reg. No. 333-51715) filed by Adams Golf, Inc. (the "Company") with the Securities and Exchange Commission on May 4, 1998, as amended by the Pre-Effective Amendment No. 1 thereto filed on June 10, 1998, Pre-Effective Amendment No. 2 thereto filed on July 6, 1998 and Pre-Effective Amendment No. 3 thereto filed on July 9, 1998, which Registration Statement was declared effective July 9, 1998, are incorporated in their entirety herein by reference. 2 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on July 10, 1998. ADAMS GOLF, INC. By: /s/ Richard H. Murtland ------------------------------------ Richard H. Murtland VICE PRESIDENT - RESEARCH AND DEVELOPMENT, SECRETARY AND TREASURER Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below on the 10th day of July, 1998 by or on behalf of the following persons in the capacities indicated. Signature Title --------- ----- /s/ B.H. (BARNEY) ADAMS* Chairman of the Board, Chief Executive Officer, and ------------------------ President (PRINCIPAL EXECUTIVE OFFICER) B.H. (Barney) Adams /s/ DARL P. HATFIELD* Senior Vice President - Finance and Administration ------------------------ and Chief Financial Officer (PRINCIPAL FINANCIAL Darl P. Hatfield AND ACCOUNTING OFFICER) /s/ Richard H. Murtland ------------------------ Vice President - Research and Development, Richard H. Murtland Secretary, Treasurer and Director /s/ PAUL F. BROWN, JR.* ------------------------ Director Paul F. Brown, Jr. /s/ ROLAND E. CASATI* ------------------------ Director Roland E. Casati /s/ FINIS F. CONNER* ------------------------ Director Finis F. Conner ------------------------ Director Mark Mulvoy /s/ STEPHEN R. PATCHIN* ------------------------ Director Stephen R. Patchin *By: /s/ Richard H. Murtland ------------------------ Richard H. Murtland ATTORNEY-IN-FACT 3 INDEX TO EXHIBITS (a) Exhibits 1.1. Form of Underwriting Agreement* 3.1. Amended and Restated Certificate of Incorporation of the Registrant* 3.2. Amended and Restated Bylaws of the Registrant* 4.1. 1998 Stock Incentive Plan of the Registrant dated February 26, 1998* 4.2. 1996 Stock Option Plan dated April 10, 1996* 4.3. Registration Rights Agreement dated April 30, 1998, among the Registrant and certain stockholders of the Registrant* 4.4. Adams Golf, Ltd. 401(k) Retirement Plan* 4.5. Form of Common Stock Certificate for the Registrant* 5.1. Opinion of Arter & Hadden LLP as to legality of securities being offered** 10.1. Agreement between the Registrant and Nick Faldo, dated April 22, 1998* 10.2. Revolving Credit Agreement dated February 27, 1998, between Adams Golf Direct Response, Ltd., Adams Golf, Ltd. and NationsBank of Texas, N.A.* 10.3. Commercial Lease Agreement dated December 5, 1997, between Jackson Shaw Technology Center II, Ltd. and the Registrant* 10.4. Commercial Lease Agreement dated April 6, 1998 between Jackson-Shaw Technology Center II, Ltd. and the Registrant* 10.5. Letter Agreement dated April 13, 1998, between the Registrant and Darl P. Hatfield.* 11.1. Computation of Income (Loss) Per Share* 21.1. Subsidiaries of the Registrant* 23.1. Consent of Arter & Hadden LLP (included in their opinion filed as Exhibit 5.1)** 23.2. Consent of KPMG Peat Marwick LLP** 23.3. Consent of Aquilino & Welsh** 24.1. Power of Attorney (previously included on Page II to the Registrant's Registration Statement on Form S-1 (Reg. No. 333-51715)* 27.1. Financial Data Schedule* - -------------------------- * Incorporated by reference to the Registrant's Registration Statement on Form S-1, as amended (Reg. No. 333-51715) ** Filed herewith. 4 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 ARTER & HADDEN LLP 1717 Main Street, Suite 4100 Dallas, Texas 75201 Tel: 214.761.2100 Fax: 214.741.7139 July 10, 1998 Adams Golf, Inc. 2801 East Plano Parkway Plano, Texas 75074 Re: Offering of Shares of Common Stock of Adams Golf, Inc. Ladies and Gentlemen: On May 4, 1998, Adams Golf, Inc., a Delaware corporation (the "Company"), filed with the Securities and Exchange Commission a Registration Statement (Registration Statement No. 333-51715) on Form S-1 under the Securities Act of 1933, as amended (the "Act"). Such Registration Statement, as amended by Amendment No. 1 on Form S-1 filed on June 10, 1998, Amendment No. 2 on Form S-1 filed on July 6, 1998, and Amendment No. 3 on Form S-1 to be filed on July 9, 1998, together with the Registration Statement on Form S-1 filed with the Commission pursuant to Rule 462(b) under the Act (the "Rule 462(b) Registration Statement"), relates to the offering (the "Offering") of up to 4,037,500 shares (including shares subject to an over-allotment option) of the common stock, par value $.001 per share (the "Common Stock"), by the Company (the "Company Shares"), and up to 2,862,500 shares of the Common Stock (including, in each case, shares subject to an over-allotment option) to be offered by certain Selling Stockholders (the "Selling Stockholder Shares"). The Registration Statement filed on May 4, 1998, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, together with the Rule 462(b) Registration Statement, is hereinafter referred to as the "Registration Statement." This firm has acted as counsel to you and the Selling Stockholders in connection with the preparation and filing of the Registration Statement, and you have requested our opinion with respect to certain legal aspects of the Offering. In rendering our opinion, we have examined and relied upon the original or copies, certified to our satisfaction, of (i) the Certificate of Incorporation, as amended, and the Bylaws, as amended, of the Company; (ii) copies of resolutions of the Board of Directors of the Company authorizing the Offering, the issuance of the shares and related matters; (iii) the Registration Statement and exhibits thereto; and (iv) such other documents and instruments as we have deemed necessary. In our examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or reproduction copies. As to various questions of fact material to this opinion, we have relied, to the extent we deem reasonably appropriate, upon representations or Adams Golf, Inc. July 9, 1998 Page 2 certificates of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independent check or verification of their accuracy. Based on the foregoing examination and subject to the comments and assumptions noted below, we are of the opinion that (i) the Company Shares have been duly authorized for issuance and, when issued by the Company against payment therefor, will be validly issued, fully paid and nonassessable and (ii) the Selling Stockholder Shares to be sold were validly issued and fully paid and are nonassessable. This opinion is limited in all respects to the General Corporation Law of the State of Delaware as in effect on the date hereof. We bring to your attention the fact that this legal opinion is an expression of professional judgment and not a guaranty of result. This opinion is given as of the date hereof, and we assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in laws or judicial decisions that may hereafter occur. We hereby consent to the filing of this option as an exhibit to the Registration Statement and to the use of our name under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. In giving such consent, we do not admit that we come within the category of persons whose consent is required by Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Arter & Hadden LLP ARTER & HADDEN LLP EX-23.2 3 EXHIBIT 23.2 Exhibit 23.2 Independent Auditors' Consent The Board of Directors Adams Golf, Inc. and subsidiaries: We consent to the use of our report incorporated herein by reference. /s/ KPMG Peat Marwick LLP --------------------------------- KPMG Peat Marwick LLP Dallas, Texas July 10, 1998 EX-23.3 4 EXHIBIT 23.3 EXHIBIT 23.3 CONSENT We hereby consent to the use of our name under the caption "Experts" in the Prospectus forming a part of the Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and do hereby confirm the statements therein made. AQUILINO & WELSH /s/ Nicholas J. Aquilino ------------------------ By: Nicholas J. Aquilino Arlington, Virginia July 10, 1998 -----END PRIVACY-ENHANCED MESSAGE-----