UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 0-24583
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 executive Offices) (Zip Code)
(302) 427-5892
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.001 Par Value
Title of Class
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [ X ] No
Indicate by check mark if the registrant is not required to file
reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [ X ] No
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[ X ] Yes [ ] No
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of the Registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ X ]
Indicate by check mark whether the Registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated
filer. See definition of "accelerated filer and large
accelerated filer" in Rule 12b-2 of the Exchange Act (check one)
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ X ]
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act).
[ ] Yes [ X ] No
The aggregate market value of the Registrant's common stock held
by nonaffiliates of the Registrant at June 30, 2005 was
$19,201,210 based on the closing sales price of $1.43 per share
of the Registrant's common stock on the OTC Bulletin Board.
The number of outstanding shares of the Registrant's common
ctock, par value $.001 per share, was 22,844,153 on March 15,
2006.
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EXPLANATORY NOTE
This Amendment No. 1 to the Annual Report on Form 10-K for the
year ended December 31, 2005 of Adams Golf, Inc. (the "Annual
Report") is filed for the purpose of filing an Independent
Auditors' Consent included as Exhibit 23.2 to the Annual Report.
Except as described above, no other changes have been made to the
Annual Report. Neither the Audit Report of Independent Public
Accounting Firm, KPMG LLP, nor the related form of Consent filed
as Exhibit 23.2 had yet been signed by KPMG LLP and both were
inadvertently included. At the time of the filing of the form of
Consent, management was under the belief that KPMG LLP had
consented to the filing and form of Consent. This Amendment No.
1 to the Annual Report continues to speak as of the date of the
Annual Report, and we have not updated the disclosures contained
in this Amendment No. 1 to the Annual Report to reflect any
events that occurred at a date subsequent to the filing of the
Annual Report. The filing of this Amendment No. 1 to the Annual
Report is not a representation that any statements contained in
items of the Annual Report other than that information being
amended are true or complete as of any date subsequent to the
date of the Annual Report.
Exhibits included with this Amendment No. 1 are listed below:
Exhibit
Number Exhibit Description
--------- -------------------------------------------------
23.2 Consent of KPMG LLP
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Signatures
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
ADAMS GOLF, INC.,
a Delaware corporation
Date: March 31, 2006 By: /S/ Eric T. Logan
-------------------------------
Eric T. Logan
Chief Financial Officer
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