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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 15, 2007
Adams Golf, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-24583 75-2320087
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
300 Delaware Avenue, Suite 572
Wilmington, Delaware 19801
(Address of Principal Executive (Zip Code)
Offices)
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 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
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On May 15, 2007, we entered into an Executive Change of
Control and Severance Agreement (the "Agreement") with Eric
Logan, our Chief Financial Officer. The term of the Agreement
runs for three years from the date of the Agreement. Pursuant to
the Agreement, if Mr. Logan's employment with our company is
terminated pursuant to a Sale Termination, Change of Control
Termination or generally without cause, all unpaid salary owed to
Mr. Logan will be immediately due and payable and we must provide
Mr. Logan will all salary, benefits and expense reimbursements to
which Mr. Logan would otherwise be entitled through and including
the date of his termination.
Under the Agreement, a "Sale Termination" means Mr. Logan is
terminated without cause within three years from the date of the
Agreement, and one or both of the following are imminently
anticipated or actually takes place: (i) the sale or transfer of
a majority of the capital stock of our company to an unaffiliated
entity; or (ii) the sale of substantially all of the assets of
our company to an unaffiliated entity. A "Change of Control
Termination" means Mr. Logan is terminated without cause within
three years from the date of the Agreement, and one or both of
the following are imminently anticipated or actually takes place:
(i) a person becomes the direct or indirect beneficial owner (as
defined in Rule 13d-3 under the Securities Exchange Act of 1934,
as amended) of securities of our company representing 51% or more
of the combined voting power of our company's then outstanding
securities; or (ii) our stockholders approve a merger,
consolidation, sale or disposition of substantially all of our
assets, or a plan of liquidation or dissolution of our company.
A "termination" is defined in the Agreement as meaning any
of the following:
* a reduction in Mr. Logan's base salary;
* a relocation of Mr. Logan's principal place of business
to any location not within the greater Dallas/Fort Worth
metropolitan area;
* assignment to Mr. Logan of any duties inconsistent with
and inferior to the position with our company that he
held immediately prior to the execution of the Agreement,
or a significant adverse alteration in the nature or
status of Mr. Logan's responsibilities or the conditions
of Mr. Logan's employment from those in effect
immediately prior to the execution of the Agreement;
* failure by our company to continue in effect any
compensation plan in which Mr. Logan participates
immediately prior to the execution of the Agreement that
is material to Mr. Logan's total compensation including,
without limitation, the Adams Golf, Inc. 2002 Equity
Incentive Plan, or similar agreement, or our failure to
continue Mr. Logan's participation in any such compensation
plan on a basis at least as favorable as that which existed
at the time of execution of the Agreement;
* failure by our company to continue to provide Mr. Logan with
benefits substantially similar at a substantially similar cost
to those enjoyed by him under any of our life insurance,
medical, health and accident, or disability plans in which Mr.
Logan was participating at the execution of the Agreement, or
the taking of any action by our company which would directly
or indirectly materially reduce any of such benefits or deprive
Mr. Logan of any material fringe benefit enjoyed by him at the
execution of the Agreement;
* the firing or laying off of Mr. Logan; or
* any material breach of the Agreement by our company or our
successors.
In the event of a Sale Termination, a Change of Control
termination or in the event that Mr. Logan is terminated without
cause, then we will provide him with the following in exchange
for a general release:
* payment of base salary for the twelve (12) month period
following his termination;
* substantially equal medical benefits for the twelve (12)
month period following his termination; and
* immediate vesting of any stock options granted under the
Adams Golf, Inc. 2002 Equity Incentive Plan or similar plan,
and Mr. Logan will have 120 days following termination to
exercise such options.
Any of the above listed payments owed to Mr. Logan may be
offset by any severance payments paid to him by our company or
our successor. In the event of a Sale Termination or Change of
Control Termination, Mr. Logan is not required to mitigate his
payments or benefits by securing other employment. If a Sale or
Change of Control Termination does not occur during the term of
the Agreement, the Agreement will expire.
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If Mr. Logan is terminated without cause, even if it is not
a Sale Termination or Change of Control Termination, Mr. Logan
will be entitled to receive the Severance Payments. If Mr. Logan
is terminated for cause or he terminates his employment without good
reason, we are obligated to (i) pay Mr. Logan's accrued salary
and any other accrued benefits through the effective date of his
termination, (ii) reimburse Mr. Logan for expenses incurred
through the effective date of termination, (iii) pay or otherwise
provide for any benefits, payments or continuation or conversion
rights in accordance with the provisions with any employee
benefit plan, and (iv) pay Mr. Logan and his beneficiaries any
compensation and/or provide Mr. Logan or his eligible dependents
any benefits through the effective date of termination.
This Agreement supercedes the Change of Control Agreement we
entered into with Mr. Logan on March 26, 2006.
Item 5.02. Departure of Directors of Certain Officers; Election
of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
(e) On May 15, 2007, we entered into the Agreement with Eric
Logan, our Chief Financial Officer. The Agreement is described
in "Item 1.01 - Entry into a Material Definitive Agreement",
above.
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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.
ADAMS GOLF, INC.
Date: May 21, 2007 By: /s/ Eric Logan
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Eric Logan
Chief Financial Officer
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