-----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, Mg0Kl7YyiYnh5CgwC7eegIRFgF9tMCyxMhxOPVaOBrM/5u8Cx/u40RhQ5XuGbB1B Li4OvqXQ8eykLu7zs0eaUw== 0001171843-09-001089.txt : 20091103 0001171843-09-001089.hdr.sgml : 20091103 20091103170519 ACCESSION NUMBER: 0001171843-09-001089 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091103 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091103 DATE AS OF CHANGE: 20091103 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: 001-33978 FILM NUMBER: 091155190 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 document.htm FORM 8-K FILING DOCUMENT Form 8-K Filing

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) October 29, 2009  


Adams Golf, Inc.
(Exact name of registrant as specified in its charter)


Delaware
 
001-33978
 
75-2320087
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)


 
2801 E. Plano Pkwy, Plano, Texas
 
75074
 
  (Address of principal executive offices)   (Zip Code)  

Registrant's telephone number, including area code:   (972) 673-9000



________________________________________________________________________________
(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:
    [    ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
    [    ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
    [    ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
    [    ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

     On October 29, 2009, Adams Golf, Inc., a Delaware corporation (the "Company"), entered into a Memorandum of Understanding (the "Memorandum of Understanding") to settle and resolve a stockholder class action lawsuit initially filed in June 1999 against the Company, certain of its current and former officers and directors, and the three underwriters in the Company's initial public offering (the "IPO"). As previously disclosed, the operative complaint alleged that the Company's prospectus, which became effective on July 9, 1998 in connection with the Company's IPO, was false and misleading. The litigation is pending in the United States District Court for the District of Delaware. Pursuant to the Memorandum of Understanding and subject to certain conditions, the settling parties have agreed to promptly sign and submit a formal, binding stipulation of settlement to the Court to resolve this matter against all defendants. The settlement will provide for a pay ment to the class of $16.5 million, of which the Company has agreed to contribute $5.0 million. The settlement will also release the Company from its agreement to indemnify the three underwriters in the Company's IPO.

     The $5.0 million that the Company agreed to contribute as a part of the settlement represents the insurance layer between $15 million and $20 million on the Company's then existing directors' and officers' liability insurance program. The Company contracted with Zurich American Insurance Company ("Zurich") to provide this $5 million coverage during the period in which the class action lawsuit was filed. As previously disclosed, Zurich has denied coverage on the class action lawsuit by alleging that it was not timely notified of the class action lawsuit. The Company has filed a complaint against Zurich concerning its denial of coverage and against its former insurance broker, Thilman & Filipini, LLC ("T&F"), asserting various causes of action arising out of T&F's alleged failure to notify Zurich of the class action lawsuit. In accordance with the Memorandum of Understanding, the settlement will provide that if the Company recovers from Zurich or T&F, the Company will pay the first $1.25 million of such recovery, net of fees and expenses, to the class action lawsuit plaintiffs.

     The Company expects to incur a $5.0 million charge in the quarter ended September 30, 2009, associated with the settlement.

     According to the Memorandum of Understanding, if the owners of a certain amount of the outstanding shares issued in the IPO opt out of the class, the Company or the individual defendants may terminate the settlement. The class action settlement is also subject to preliminary and, following notice to class members, final approval by the United States District Court for the District of Delaware, and any appeal that may be initiated.

Forward-looking statements.

     This Item 1.01 contains "forward-looking statements" made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to, statements regarding our ability to formally settle the class action lawsuit and statements using terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "plan," "seek," "inevitably," "appears," or "believe." Such statements reflect the current view of the Company with respect to future events and are subject to certain risks, uncertainties and assumptions. 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, the Company 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. 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.

Item 7.01. Regulation FD Disclosure.

     The Company elects to disclose the information contained in the press release furnished as Exhibit 99.1 hereto through Form 8-K pursuant to Regulation FD.

Item 9.01. Financial Statements and Exhibits.

     (d)     Exhibits.

Exhibit No. Description of Exhibit
99.1
Press Release dated November 3, 2009.


SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

    Adams Golf, Inc.
(Registrant)

November 3, 2009
(Date)
  /s/   PAMELA J. HIGH
Pamela J. High
Interim Chief Financial Officer


INDEX OF EXHIBITS

Exhibit No. Description of Exhibit
99.1
Press Release dated November 3, 2009.
EX-99.1 2 newsrelease.htm PRESS RELEASE Adams Golf Reaches Settlement in Stockholder Class Action Litigation

EXHIBIT 99.1

Adams Golf Reaches Settlement in Stockholder Class Action Litigation

PLANO, Texas, Nov. 3, 2009 (GLOBE NEWSWIRE) -- Adams Golf (Nasdaq:ADGF) today announced that it has agreed to settle and resolve a stockholder class action lawsuit initially filed in June 1999 against Adams Golf, certain of its current and former officers and directors, and the three underwriters in Adams Golf's July 1998 initial public offering. The litigation is pending in the United States District Court for the District of Delaware and relates to allegations that Adams Golf's initial public offering prospectus was false and misleading. The settling parties have entered into a memorandum of understanding and have agreed to submit a binding settlement agreement to the Court in the coming weeks to resolve this matter against all defendants. The class action settlement will be subject to Court approval.

The settlement provides for a payment to the class of $16.5 million, of which Adams Golf has agreed to contribute $5.0 million. Adams Golf is being forced to contribute this $5.0 million because one of its former insurers refused to contribute to the settlement based on the alleged late notice of the claim. Adams Golf has commenced litigation against this former insurer and against its former insurance broker. The settlement will also require Adams Golf to pay to the class action plaintiffs the first $1.25 million of any recovery, net of fees and expenses, that Adams Golf receives from the ongoing litigation with its former insurance carrier and insurance broker. If approved by the Court, the settlement will lead to a dismissal of all defendants in the litigation, including the release of Adams Golf from its agreement to indemnify the underwriters of its initial public offering.

"This case had dragged on for 10 years and I believe was a detriment to shareholder value because of the uncertainty it created," said Mr. Chip Brewer, CEO and President of Adams Golf.

"While we continue to believe that Adams Golf did not violate the securities laws in the conduct of its initial public offering, we are also realists concerning the inherent risks of our legal system and thus are pleased to put this issue behind us. In the long term, I am optimistic that this solution will enhance shareholder value as well as our company's competitiveness by refocusing management's attention on strengthening our product and customer bases."

Adams Golf expects to incur a $5.0 million charge in the quarter ended September 30, 2009, associated with the settlement resulting from the open layer of insurance coverage.

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, please visit www.adamsgolf.com or view prior press releases at http://www.adamsgolf.com/news.htm.

The Adams Golf logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=5031

This press release contains "forward-looking statements" made under the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. The statements include, but are not limited to, statements regarding our ability to formally settle the class action lawsuit and statements using terminology such as "may," "will," "expect," "intend," "estimate," "anticipate," "plan," "seek," "inevitably," "appears," or "believe." Such statements reflect the current view of Adams Golf with respect to future events and are subject to certain risks, uncertainties and assumptions. Although Adams Golf 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. All subsequent written and oral forward-looking statements attributable to Adams Golf or persons acting on its behalf are expressly qualified in their entirety by the applicable cautionary statements.

CONTACT:  Adams Golf
          Pamela High, Interim Chief Financial Officer
          (972) 673-9000
          InvestorInfo@adamsgolf.com
-----END PRIVACY-ENHANCED MESSAGE-----