0001209191-12-031532.txt : 20120601
0001209191-12-031532.hdr.sgml : 20120601
20120601130729
ACCESSION NUMBER: 0001209191-12-031532
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120601
FILED AS OF DATE: 20120601
DATE AS OF CHANGE: 20120601
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ROGERS ROBERT D
CENTRAL INDEX KEY: 0001190382
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33978
FILM NUMBER: 12882502
MAIL ADDRESS:
STREET 1: TEXAS INDUSTRIES INC
STREET 2: 1341 W MOCKINGBIRD LN
CITY: DALLAS
STATE: TX
ZIP: 75247
ISSUER:
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
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
4
1
c28947_4x0.xml
MAIN DOCUMENT DESCRIPTION
X0305
4
2012-06-01
1
0001059763
ADAMS GOLF INC
ADGF
0001190382
ROGERS ROBERT D
C/O ADAMS GOLF, INC.
2801 EAST PLANO PARKWAY
PLANO
TX
75074
1
0
0
0
Common Stock
2012-06-01
4
D
0
12273
10.80
D
0
D
Common Stock
2012-06-01
4
D
0
1250
10.80
D
0
I
See Footnote
Stock Options (right to purchase)
4.80
2012-06-01
4
D
0
12500
6.00
D
2014-05-27
Common Stock
12500
0
D
The reporting person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of any securities covered by this statement. The reporting person disclaims beneficial ownership of the securities covered by this statement except to the extent of his pecuniary interest therein.
Effective June 1, 2012, pursuant to that certain Agreement and Plan of Merger, dated as of March 18, 2012, by and among Adams Golf, Inc. (the "Issuer"), Taylor Made Golf Company, Inc. ("Taylor Made") and Apple Tree Acquisition Corp., a wholly owned subsidiary of Taylor Made ("Apple Tree"), Apple Tree merged with and into the Issuer, with the Issuer continuing as the surviving corporation and as a wholly owned subsidiary of Taylor Made (the "Merger"). As consideration for the Merger, the shares of common stock held by the reporting person, including 7,500 restricted shares of common stock that vested in full upon consummation of the Merger, were automatically cancelled and converted into the right to receive $10.80 per share in cash.
Represents shares held by The Robert D. Rogers Family Trust for the benefit of the reporting person. The reporting person is trustee of the trust and may therefore be deemed to beneficially own the shares held by the trust.
The previously reported exercise price, and the number of shares of common stock issuable upon exercise, has been adjusted to reflect the one-for-four reverse stock split of the common stock that occurred on February 19, 2008.
Pursuant to the Merger, all options to purchase shares of the Issuer's common stock held by the reporting person were cancelled and converted into the right to receive a cash payment equal to the excess of $10.80 over the per share exercise price of such options for each share of the Issuer's common stock subject to such options.
The options vested in equal annual installments on the first four anniversaries of the date of grant, May 27, 2004.
/s/ Robert D. Rogers
2012-06-01