As filed with the Securities and Exchange Commission
on November 30, 1998
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 548
Wilmington, Delaware 19801
(Address of Principal Executive Offices) (Zip Code)
__________
Adams Golf, Inc. 1998 Stock Incentive Plan
(Full title of the plan)
___________
B. H. (Barney) Adams Copy to:
Chief Executive Officer Joseph A. Hoffman
300 Delaware Avenue, Suite 548 Arter & Hadden LLP
Wilmington, Delaware 19801 1717 Main Street, Suite 4100
(Name and address of agent for service Dallas, Texas 75201
214-761-2100
302-427-5892
(Telephone number, including
area code, of agent for service)
__________
CALCULATION OF REGISTRATION FEE
Title of Amount to Proposed Proposed Amount of
Securities be Maximum Maximum Registration
to be Registered Offering Aggregate Fee
Registered Price Per Offering
Share (1) Price
- ---------------- ---------- --------- --------- ------------
Common Stock 1,800,000 $4.00 $7,200,000 $2,001.60
Par Value $.001
- --------------
(1) Based upon the average of the high and low sales prices of
the Common Stock on the Nasdaq Stock Market's National Market on
November 24, 1998; determined in accordance with Rules 457(c) and
(h) solely for the purpose of determining the amount of the
registration fee.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents and reports filed by Adams Golf,
Inc. (the "Company") with the Securities and Exchange Commission
(the "Commission") are incorporated herein by reference:
(a) The Company's prospectus filed with the Commission
pursuant to Rule 424(b) on July 13, 1998 in connection with the
Company's Registration Statements on Form S-1 (File Nos. 333-
51715, 333-58917), including the exhibits thereto;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1998 (File No. 0-24583);
(c) The Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1998 (File No. 0-24583); and
(d) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A (file No. 000-
24583), including any amendment or report filed for the purpose
of updating such description.
All documents filed after the date of the filing of this
Registration Statement by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article VII of the Company's Certificate of Incorporation
provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by the Delaware General
Corporation Law ("DGCL").
Section 145 of the DGCL permits a corporation, under
specified circumstances, to indemnify its directors, officers,
employees or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlements actually and
reasonably incurred by them in connection with any action, suit
or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents of the
corporation, if such directors, officers, employees or agents
acted in good faith and in a manner they reasonably believed to
be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. In a
derivative action (i.e., one by or in the right of the
corporation), indemnification may be made only for expenses
actually and reasonably incurred by directors, officers,
employees or agents in connection with the defense or settlement
of an action or suit, and only with respect to a matter as to
which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made
if such persons shall have been adjudged liable to the
corporation, unless and only to the extent that the court in
which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees
or agents are fairly and reasonably entitled to indemnity for
such expenses, despite such adjudication of liability.
-2-
Section 102(b)(7) of the DGCL permits a corporation
organized under Delaware law to eliminate or limit the personal
liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director
subject to certain limitations. Article IX of the Certificate of
Incorporation includes the following provision:
A director of this corporation shall not be personally
liable to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, except
for liability (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii)
under Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal
benefit. If the DGCL is hereafter amended to authorize
corporate action further eliminating or limiting the
personal liability of directors, then the liability of a
director of the corporation shall be eliminated or limited
to the fullest extent permitted by the DGCL, as so amended.
Any repeal or modification of the foregoing provisions of
this Article IX by the stockholders of the corporation shall
not adversely affect any right or protection of a director
of the corporation existing at the time of such repeal or
modification.
Section 14 of the Plan provides for indemnification of the
Board of Directors of the Company or the members of the committee
appointed by the Board to administer the Plan as follows:
Each person who is or shall have been a member of the
Committee or of the Board shall be indemnified and held
harmless by the Corporation against and from any loss, cost,
liability or expense that may be imposed upon or reasonably
incurred by him in connection with or resulting from any
claim, action, suit or proceeding to which he may be a party
or in which he may be involved by reason of any action taken
or failure to act under this Plan and against and from any
and all amounts paid by him in settlement thereof, with the
Corporation's approval, or paid by him in satisfaction of
any judgment in any such action, suit or proceeding against
him, provided he shall give the Corporation an opportunity,
at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons
may be entitled under the Corporation's Certificate of
Incorporation or Code of Regulations, as a matter of law, or
otherwise, or any power that the Corporation may have to
indemnify them or hold them harmless.
The Company has purchased directors and officers liability
insurance that provides coverage for directors and officers with
respect to certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Adams Golf, Inc. 1998 Stock Incentive Plan (filed as
Exhibit 4.1 to the Company's Registration Statement on
Form S-1 as filed on May 4, 1998, File No. 333-51715),
incorporated herein by reference.
4.2 Forms of Stock Option Agreements to be used in
connection with the Adams Golf, Inc. 1998 Stock
Incentive Plan (filed herewith).
5.1 Opinion of Arter & Hadden LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Arter & Hadden LLP (included in Exhibit 5.1)
Item 9. Undertakings.
-3-
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement: (i) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933; (ii) to reflect in the
prospectus any facts or events arising after the effective date
of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in
the registration statement; (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) do not
apply if the information required to be included in a post-
effective amendment by those clauses is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any securities being registered which remain
unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
-4-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
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 registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Plano, State of Texas on this 30th day of November,
1998.
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, this
Registration Statement has been signed below by or on behalf of
the following persons in the capacities indicated and on the
dates indicated.
Signatures Titles Date
- ---------- ------ ----
/s/ B.H. (BARNEY) ADAMS Chairman of the Board, November 30, 1998
- ------------------------ Chief Executive Officer and
B. H. (Barney) Adams President (principal
executive officer)
/s/ DARL P. HATFIELD Senior Vice November 30, 1998
- ------------------------ President-Finance and
Darl P. Hatfield Administration and Chief
Financial Officer
(principal financial and
accounting officer)
/s/ RICHARD H. MURTLAND Vice President-Research and November 30, 1998
- ------------------------ Development, Secretary,
Richard H. Murtland Treasurer and Director
/s/ PAUL F. BROWN, JR. Director November 17, 1998
- ------------------------
Paul F. Brown, Jr.
/s/ ROLAND E. CASATI Director November 30, 1998
- ------------------------
Roland E. Casati
/s/ FINIS F. CONNER Director November 30, 1998
- ------------------------
Finis F. Conner
/s/ MARK R. MULVOY Director November 30, 1998
- ------------------------
Mark R. Mulvoy
/s/ STEPHEN R. PATCHIN Director November 19, 1998
- ------------------------
Stephen R. Patchin
/s/ JOHN SIMPSON Director November 30, 1998
- ------------------------
John Simpson
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EXHIBIT INDEX
Exhibit Exhibit
Number
- ------- -------
4.1 Adams Golf, Inc. 1998 Stock Incentive Plan (filed as
Exhibit 4.1 to the Company's Registration Statement on
Form S-1 as filed on May 4, 1998, File No. 333-51715),
incorporated herein by reference.
4.2 Forms of Stock Option Agreements to be used in
connection with the Adams Golf, Inc. 1998 Stock
Incentive Plan (filed herewith).
5.1 Opinion of Arter & Hadden LLP
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Arter & Hadden LLP (included in Exhibit 5.1)