As filed with the Securities and Exchange Commission on May
18, 2000.
Registration No. 333-_________
=================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
ADAMS GOLF, INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-2320087
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Delaware Avenue, Suite 572 19801
Wilmington, Delaware (Zip Code)
(Address of Principal Executive Offices)
---------------------
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
---------------------
Copy to:
B.H. (Barney) Adams J. David Washburn, Esq.
Chief Executive Officer ARTER & HADDEN LLP
ADAMS GOLF, INC. 1717 Main St., Suite 4100
300 Delaware Avenue, Suite 572 Dallas, Texas 75201-4605
Wilmington, Delaware 19801 (214) 761-2100
(Name and address of
agent for service)
(302) 427-5892
(Telephone number,
including area code,
of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered (1) Share Price(2) Fee
---------------------------------------------------------------
Common 900,000 (2) $1,116,000 $295.00
Stock shares
$.001 par
value
- ------------------------------------------------------------------
(1) Relates only to additional shares registered hereby and
does not include the amount of the registration fee previously
paid in connection with the 1,800,000 shares of Common Stock
previously registered by that Registration Statement on Form S-8
filed with the Commission on November 30, 1998 (Reg. No. 333-
68129).
(2) Estimated pursuant to Rules 457(c) and (h) and General
Instruction E to Form S-8 solely for the purpose of calculating
the registration fee based on the average of the high and low
prices as reported on the Nasdaq Stock Market's National Market
on May 16, 2000.
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EXPLANATORY NOTE
This Registration Statement is being filed for the purpose
of increasing the number of shares of the Registrant's common
stock issuable pursuant to the same plan for which a Registration
Statement of the Registrant on Form S-8 is currently effective.
The Registrant's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on November 30, 1998
(No. 333-68129) is hereby incorporated by reference.
2
Item 8. Exhibits.
(a) Exhibits.
Exhibit Description
----------- -----------------------------------------
4.1 1998 Stock Incentive Plan of Adams Golf,
Inc., as amended (filed herewith)
5.1 Opinion of Arter & Hadden LLP as to the
legality of the securities being
registered (filed herewith)
23.1 Consent of Arter & Hadden LLP (included
in their opinion filed as Exhibit 5.1)
(filed herewith)
23.2 Consent of KPMG LLP (filed herewith)
3
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 the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plano, Texas, on May 17, 2000.
ADAMS GOLF, INC.
By: /s/ DARL P. HATFIELD
--------------------------------
Darl P. Hatfield
Senior Vice President - Finance
and Administration and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons and in the capacities indicated on May 17,
2000.
Signatures Titles
- -------------------------- ----------------------------------------
/s/ B. H. Adams
- -------------------------- Chairman of the Board, Chief
B. H. (Barney) Adams Executive Officer and
President (Principal Executive Officer)
/s/ Darl P. Hatfield
- -------------------------- Senior Vice President-Finance and
Darl P. Hatfield Administration and Chief Financial
Officer
(Principal Financial and Accounting
Officer)
/s/ Richard H. Murtland
- -------------------------- Vice President-Research and
Richard H. Murtland Development, Secretary, Treasurer and
Director
/s/ Paul F. Brown, Jr.
- -------------------------- Director
Paul F. Brown, Jr.
/s/ Robert F. MacNally
- -------------------------- Director
Robert F. MacNally
/s/ Mark R. Mulvoy
- -------------------------- Director
Mark R. Mulvoy
/s/ Stephen R. Patchin
- -------------------------- Director
Stephen R. Patchin
/s/ John Simpson
- -------------------------- Director
John S. Simpson
4
EXHIBIT INDEX
-------------
Exhibit Description
-------- -------------------------------------------
4.1 1998 Stock Incentive Plan of Adams Golf,
Inc., as amended (filed herewith)
5.1 Opinion of Arter & Hadden LLP as to the
legality of the securities being registered
(filed herewith)
23.1 Consent of Arter & Hadden LLP (included in
their opinion filed as Exhibit 5.1) (filed
herewith)
23.2 Consent of KPMG LLP (filed herewith)
5