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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): February 1, 2007
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 2.01. Entry into a Material Definitive Agreement.
As previously disclosed on our current report on Form 8-K filed on
December 20, 2006, on December 15, 2006, we entered into a definitive
agreement (the "Agreement") with Women's Golf Unlimited, Inc. ("WGU") to
purchase certain of its assets, including trademarks, internet domain
names and customer lists for WGU's Square Two Golf [TM] and Lady
Fairway[TM] brands (together, the "WGU Brands"). The Agreement contains
a number of customary representations, warranties and covenants found in
similar transactions.
On February 1, 2007 (the "Closing Date"), we consummated the
transaction having satisfied all of the closing conditions contained in
the Agreement, including the ratification of the Agreement by the
shareholders of WGU, which occurred on January 27, 2007, and the receipt
of a fairness opinion by WGU.
Pursuant to the terms of the Agreement, we paid the purchase price
of $600,000 cash on the Closing Date, and did not assume any of the
existing liabilities of WGU. WGU may also become entitled to an earn
out payment of up to a maximum of $400,000, based on the sale of
products carrying the WGU Brands during a 13-month period following the
Closing Date. The earnout payment, if earned, will be paid quarterly and
will be subject to adjustment quarterly and at the end of the earnout
period. In addition, the Agreement grants WGU a limited license to sell
off its remaining inventory and collect its outstanding accounts
receivable, for a period of 15 months following the Closing Date.
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: February 1, 2007 ADAMS GOLF, INC.
By: /s/ ERIC LOGAN
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Eric Logan
Chief Financial Officer