Post Effective Amendment to Form S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

0001193125-12-257213.txt : 20120601 0001193125-12-257213.hdr.sgml : 20120601 20120601160853 ACCESSION NUMBER: 0001193125-12-257213 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120601 DATE AS OF CHANGE: 20120601 EFFECTIVENESS DATE: 20120601 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-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-68129 FILM NUMBER: 12883504 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-8 POS 1 d362226ds8pos.htm POST EFFECTIVE AMENDMENT TO FORM S-8 Post Effective Amendment to Form S-8

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Adams Golf, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

75-2320087

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

2801 East Plano Parkway

Plano, TX 75074

(Address of Principal Executive Offices)

Adams Golf, Inc. 1998 Stock Incentive Plan

(Full title of the plan)

Pamela High

Adams Golf, Inc.

2801 East Plano Parkway

Plano, TX 75074

(972) 673-9000

(Name, address, and telephone number, including area code, of agent for service)

Copies to:

Jon W. Newby, Esq.

Sheppard, Mullin, Richter & Hampton LLP

1901 Avenue of the Stars,

Suite 1600

Los Angeles, CA 90067

Telephone: (310) 228-3737

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

EXPLANATORY NOTE: DEREGISTRATION OF SHARES

The Registration Statement on Form S–8 (Registration No. 333-68129) (the “Registration Statement”) of Adams Golf, Inc. (“Adams Golf”), pertaining to the registration of 1,800,000 shares of Adams Golf’s common stock, par value $0.001 per share (“Shares”) (as such amounts may have increased for any stock split, stock dividend, spin-off, combination or exchange of shares, recapitalization, merger, consolidation, distribution to shareholders other than a normal cash dividend or similar adjustment to the outstanding Shares), of Adams Golf, to which this Post-Effective Amendment No. 1 relates, was originally filed with the Securities and Exchange Commission (the “SEC”) on December 1, 1998.

Taylor Made Golf Company, Inc., a Delaware corporation (“Parent”), Apple Tree Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), and Adams Golf entered into an Agreement and Plan of Merger dated as of March 18, 2012 (the “Merger Agreement”). On May 30, 2012, at a special meeting of the stockholders of Adams Golf, the stockholders of Adams Golf voted to adopt the Merger Agreement, as contemplated by the Merger Agreement.

On May 31, 2012, Adams Golf filed a Certificate of Merger with the Secretary of State of the State of Delaware to be effective as of 12:01 a.m. on June 1, 2012 (the “Effective Time”), pursuant to which Merger Sub was merged with and into Adams Golf, with Adams Golf continuing as the surviving corporation (the “Merger”). At the Effective Time, each outstanding Share, other than Shares held by Parent or Adams Golf and their affiliates, and other than Shares held by Adams Golf stockholders who have validly exercised and have not effectively withdrawn or lost their dissenters’ and appraisal rights under Delaware law with respect to the Merger, were cancelled in exchange for the right to receive $10.80 per Share, in cash without interest and less any applicable taxes.

As a result of the Merger, Adams Golf has terminated all offerings of Shares pursuant to the Registration Statement. In accordance with an undertaking made by Adams Golf in the Registration Statement to remove from registration, by means of a post-effective amendment, any Shares which remain unsold at the termination of the offering, Adams Golf hereby removes from registration all Shares registered under the Registration Statement which remained unsold as of the Effective Time.

-1-

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on June 1, 2012.


ADAMS GOLF, INC.

By:		/s/ B.H. (Barney) Adams
		B.H. (Barney) Adams
		Chairman of the Board and Interim Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities indicated on June 1, 2012.


Signature		Title

/s/ B.H. (Barney) Adams B.H. (Barney) Adams		Chairman of the Board and Interim Chief Executive Officer (Principal Executive Officer)

/s/ Pamela J. High Pamela J. High		Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

/s/ Russell L. Fleischer Russell L. Fleischer		Director

/s/ John M. Gregory John M. Gregory		Director

/s/ Joseph R. Gregory Joseph R. Gregory		Director

/s/ Mark Mulvoy Mark Mulvoy		Director

/s/ Robert D. Rogers Robert D. Rogers		Director