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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2006
Adams Golf, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-24583 75-2320087
(State or Other (Commission (IRS Employer
Jurisdiction of Incorporation File Number) Identification No.)
300 Delaware Avenue, Suite 572
Wilmington, Delaware 19801
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (302) 427-5892
Not Applicable
(Former Name or Former Address, if Changed Since Last Report
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (See General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the
Exchange Act (17 CFR 230.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 230.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 230.133-4(c))
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Item 1.01 Entry in a Material Definitive Agreement.
On December 15, 2006, we entered into a definitive agreement with
Women's Golf Unlimited, Inc. ("WGU") to purchase certain of its assets,
including the trademarks, internet domain names and customer lists for
WGU's Square Two Golf[TM] and Lady Fairway[TM] brands. The purchase
price is $600,000 cash, to be paid at closing, and an earn out payment
of up to a maximum of $400,000, based on sales of products using the WGU
brands during the 13-month period following the closing. The earn out
payment, if earned, will be paid quarterly and will be subject to
adjustment quarterly and at the end of the earn-out period.
We are not assuming any WGU liabilities under the agreement. The
agreement contains a number of customary representations, warranties,
covenants and closing conditions found in similar transactions. The
closing conditions include the approval of WGU's shareholders and the
receipt by WGU of a fairness opinion.
Under the agreement, we will grant WGU a limited license to sell its
remaining closing date inventory and to collect its remaining closing date
accounts receivable for a period of up to 15 months after the closing.
The closing is expected to occur in the first quarter of 2007; however,
we cannot predict with certainty whether or when the closing conditions
will be satisfied or whether or when the purchase will be consummated. If
the closing does not occur by February 15, 2007, both parties have the
option to terminate the agreement.
Item 8.01 Other Events.
On December 20, 2006, we issued a press release announcing execution
of the agreement with WGU. A copy of the press release is attached hereto
as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. Description
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99.1 Press Release by the Registrant, dated December 20,
2006.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: December 20, 2006 ADAMS GOLF, INC.
By: /s/ ERIC LOGAN
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Eric Logan
Chief Financial Officer
SCHEDULE OF EXHIBITS
Exhibit
No. Description
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99.1 Press Release by the Registrant, dated December 20,
2006.