Form 8-K Filing

0001171843-11-003721.txt : 20111215 0001171843-11-003721.hdr.sgml : 20111215 20111215080017 ACCESSION NUMBER: 0001171843-11-003721 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20111215 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20111215 DATE AS OF CHANGE: 20111215 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: 111262383 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) December 15, 2011

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 (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 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 December 15, 2011, Adams Golf, Inc. (the "Company") entered into a Compromise Settlement Agreement and Mutual Release (the "Settlement Agreement") with Zurich American Insurance Company ("ZAIC") to settle the Company's insurance coverage lawsuit against ZAIC. As previously disclosed, the suit alleges, among other things, that ZAIC wrongfully declined coverage to the Company for a $5 million layer of directors' and officers' liability insurance in connection with the class action lawsuit arising out of the Company's initial public offering.

Pursuant to the Settlement Agreement, ZAIC has agreed to pay the Company $7.65 million in cash no later than January 4, 2012. In addition, the Company has agreed to release and indemnify, and ZAIC has agreed to release, the other and the other's affiliates, directors, officers and attorneys from any claims related to the lawsuit or the facts and circumstances at issue in the litigation. The Company's release and indemnification obligations are conditioned on receipt of the $7.65 million settlement payment, and ZAIC's release obligations are conditioned on the execution of a joint dismissal of the lawsuit. Pursuant to the terms of the settlement reached by the Company in the underlying class action lawsuit, the Company is required to pay the class action plaintiffs the first $1.25 million from the Company's recovery against ZAIC in the coverage lawsuit.

Item 7.01. Regulation FD Disclosure.

On December 15, 2011, the Company issued a press release announcing the settlement of the litigation against ZAIC. A copy of this press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, and such information shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filing. Furthermore, the furnishing of information under Item 7.01 of this Current Report on Form 8-K is not intended to constitute a determination by the Company that the information contained herein (including the exhibits hereto) is material or that the dissemination of such information is required by Regulation FD.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press Release dated December 15, 2011.

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.
Date: December 15, 2011		By: /s/ PAMELA J. HIGH Name: Pamela J. High Title: Chief Financial Officer

INDEX OF EXHIBITS

Exhibit No.	Description of Exhibit
99.1	Press Release dated December 15, 2011.

EX-99 2 newsrelease.htm PRESS RELEASE Adams Golf Announces Litigation Settlement With Zurich

EXHIBIT 99.1

Adams Golf Announces Litigation Settlement With Zurich

PLANO, Texas, Dec. 15, 2011 (GLOBE NEWSWIRE) -- Adams Golf, Inc. (Nasdaq:ADGF) ("Adams Golf" or the "Company") today announced that it has settled its lawsuit against Zurich American Insurance Company ("ZAIC") alleging, among other things, that ZAIC wrongfully declined coverage to Adams Golf concerning the class action lawsuit arising out of the Company's initial public offering.

The settlement agreement with ZAIC provides for a payment of $7.65 million by ZAIC to Adams Golf no later than January 4, 2012. Pursuant to the terms of the settlement reached by Adams Golf in the underlying class action lawsuit, the Company is required to pay the class action plaintiffs $1.25 million from its recovery against ZAIC in the coverage lawsuit. After payment of this amount to the class action plaintiffs, the Company is entitled to receive approximately $6.4 million, or $0.82 per outstanding share, that would be added to cash reserves until such time as management and the board of directors determine the optimum use for the proceeds.

"We are pleased with this outcome," said Mr. Chip Brewer, CEO and President of Adams Golf. "It is a material recovery for the company and we are delighted to have the matter behind us."

About Adams Golf

Developing high-performance and technologically innovative golf products is the cornerstone of Adams Golf. From 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

CONTACT: Pamela High
         Chief Financial Officer
         Adams Golf
         (972) 673-9000
         InvestorInfo@adamsgolf.com