As filed with the Securities and Exchange
Commission on May 27, 1999.
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
Wilmington, Delaware 19801
(Address of Principal (Zip Code)
Executive Offices)
_________________________
1999 NON-EMPLOYEE DIRECTOR PLAN
OF ADAMS GOLF, INC.
(Full title of the plan)
_________________________
B.H. (Barney) Adams Copy to:
Chief Executive Officer J. David Washburn, Esq.
ADAMS GOLF, INC. ARTER & HADDEN LLP
300 Delaware Avenue, Suite 572 1717 Main St., Suite 4100
Wilmington, Delaware 19801 Dallas, Texas 75201-4605
(Name and address of (214) 761-2100
agent for service)
(302) 427-5892
(Telephone number,
including area code,
of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
Title of Securities Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Amount to be Registered(1) Price Per Share Offering Price(2) Registration Fee
- ------------------- -------------------------- ------------------------- -------------------------- ----------------
Common Stock
$.001 par value 200,000 shares (2) $712,500 $198.08
(1) The securities to be registered represent shares of
Common Stock issued or reserved for issuance under the 1999 Non-
Employee Director Plan of Adams Golf, Inc. (the "Plan").
Pursuant to Rule 416, shares of Common Stock of the Company
issuable pursuant to the exercise of options granted or to be
granted under the Plan in order to prevent dilution resulting
from any future stock split, stock divided or similar transaction
are also being registered hereunder.
(2) Estimated pursuant to Rule 457(h) solely for the
purpose of calculating the registration fee as follows: (i) the
maximum proposed offering price at which outstanding options
under the Plan (10,000 shares of Common Stock) may be exercised
is $47,500 and (ii) the maximum proposed offering price at which
unissued options may be exercised under the Plan (190,000 shares
of Common Stock) is $665,000 calculated on the basis of the
closing sale price per share of Common Stock on the Nasdaq Stock
Market's National Market on May 26, 1999 ($3.50), in accordance
with Rule 457(c).
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Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Adams Golf, Inc. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents
previously filed or to be filed with the Securities and Exchange
Commission (the "Commission"):
(a) the Company's Annual Report on Form 10-K filed with the
Commission for the fiscal year ended December 31, 1998;
(b) the Company's Quarterly Report filed with the
Commission on Form 10-Q for the quarter ended March 31,
1999;
(c) the description of the Company's common stock, par
value $.001 per share (the "Common Stock"), contained
in the Company's Registration Statement on Form 8-A
(file no. 0-24583), including any amendment or report
filed for the purpose of updating such description; and
(d) all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act, of 1934, as amended,
subsequent to the date of this Registration Statement
shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such
documents until such time as there shall have been
filed a post-effective amendment that indicates that
all securities offered under the Registration Statement
have been sold or that deregisters all securities
remaining unsold at the time of the amendment.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that the statement contained herein or in
any subsequently filed document that also is or is deemed to be
incorporated by reference herein, or in any document forming any
part of the Section 10(a) Prospectus to be delivered to
participants in connection with, modifies or supersedes such
statement. Any statement so modified or
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superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
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, 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 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.
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
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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.
Article XI of the company's Bylaws further provides for the
indemnification of, and advancement of expenses to, its officers
and directors in certain circumstances.
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.
(a) Exhibits.
Exhibit Description
------- -----------
4.1 1999 Non-Employee Director Plan of Adams
Golf, Inc. (the "Plan") (filed herewith)
4.2 Form of Stock Option Agreement relating
to options granted under the Plan (filed
herewith)
5.1 Opinion of Arter & Hadden LLP (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)
Item 9. Undertakings.
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.
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(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 of the 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 Section 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.
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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 26, 1999:
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 26, 1999.
Signatures Titles
- ---------- ------
/s/ B.H. ADAMS Chairman of the Board, Chief
- -------------------------- Executive Officer and
B. H. (Barney) Adams President (Principal Executive Officer)
/s/ DARL P. HATFIELD Senior Vice President-Finance and
- -------------------------- Administration and Chief Financial Officer
Darl P. Hatfield (Principal Financial and Accounting Officer)
/s/ RICHARD H. MURTLAND Vice President-Research and Development,
- -------------------------- Secretary, Treasurer and Director
Richard H. Murtland
/s/ PAUL F. BROWN, JR.
- -------------------------- Director
Paul F. Brown, Jr.
/s/ ROLAND E. CASATI
- -------------------------- Director
Roland E. Casati
/s/ ROBERT F. MACNALLY
- -------------------------- Director
Robert F. MacNally
- ------------------------- Director
Mark R. Mulvoy
/s/ STEPHEN R. PATCHIN
- -------------------------- Director
Stephen R. Patchin
- -------------------------- Director
John S. Simpson
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EXHIBIT INDEX
Exhibit Description
------- -----------
4.1 1999 Non-Employee Director Plan of Adams Golf,
Inc. (the "Plan") (filed herewith)
4.2 Form of Stock Option Agreement relating to
options granted under the Plan (filed herewith)
5.1 Opinion of Arter & Hadden LLP (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)