UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 15, 2004
Date of Report (Date of earliest event reported)
ADAMS GOLF, INC.
(Exact name of registrant as specified in its charter)
Delaware 000-24583 75-2320087
(State or other jurisdiction of (Commission File (I.R.S. Employer
incorporation or organization) Number) Identification No.)
300 Delaware Avenue, Suite 572
Wilmington, Delaware 19801
(Address of principal executive (Zip Code)
offices)
(302) 427-5892
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
The Audit Committee of the Board of Directors of Adams Golf,
Inc. (the "Company") determined on March 15, 2004 to appoint KBA
Group LLP ("KBA") to serve as the Company's independent auditors
for the fiscal year ending December 31, 2004. KPMG LLP ("KPMG")
served as the Company's independent auditors for the fiscal years
ended December 31, 2003 and 2002. On March 15, 2004, the Audit
Committee approved the dismissal of KPMG as the Company's
independent auditors. These actions were also approved by the
Board of Directors of the Company on March 15, 2004.
KPMG's audit reports on the Company's consolidated financial
statements as of and for each of the years ended December 31, 2003
and 2002 did not contain an adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles. In connection with the audits
of the two fiscal years ended December 31, 2003 and 2002, and the
subsequent interim period through March 19, 2004, there were no
disagreements with KPMG on any matter of accounting principle or
practice, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction
of KPMG, would have caused KPMG to make reference to the subject
matter of the disagreements in connection with KPMG's reports
on the Company's consolidated financial statements for such
years. There were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K (each a "Reportable Event") during
the years ended December 31, 2003 and 2002 and through the date
hereof.
The Company provided KPMG with a copy of the foregoing
disclosures. The Company requested that KPMG provide its response
letter, addressed to the Securities and Exchange Commission,
stating whether it agreed with the statements made by the Company
in response to Item 304(a) of Regulation S-K and, if not, stating
the aspect in which it does not agree. Attached as Exhibit 16 is
a copy of KPMG's letter, dated March 22, 2004.
During the years ended December 31, 2003 and 2002 and
through the date hereof, the Company did not consult KBA with
respect to (i) the application of accounting principles to any
specific transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Company's
financial statements, nor was any written or oral advice provided
that KBA concluded was an important factor considered by the
Company in reaching a decision as to an accounting, auditing or
financial reporting issue or (ii) any matter which was either the
subject of a disagreement with KPMG, the prior certifying
accountant or a Reportable Event.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
(a) -- Not applicable.
(b) -- Not applicable.
(c) -- Exhibits.
Exhibit 16 Letter from KPMG LLP dated March 22,
2004 (filed herewith).
Pursuant to the requirements of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this report
to be signed on its behalf by the undersigned hereunto duly
authorized.
ADAMS GOLF, INC.
By: /s/ OLIVER G. BREWER III
----------------------------
Name: Oliver G. Brewer III
--------------------------
Title: President and Chief
Executive Officer
-------------------------
Date: March 22, 2004
By: /s/ ERIC LOGAN
----------------------------
Name: Eric Logan
--------------------------
Title: Chief Financial Officer
-------------------------
Date: March 22, 2004
INDEX TO EXHIBITS
Exhibit No. Document Description
----------- --------------------------------------------------
16 Letter from KPMG LLP dated March 22, 2004
(filed herewith).