UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. -- )*
(Name of Issuer)
(Title of Class of Securities)
(CUSIP Number)
Adams Golf, Inc.
2801 E. Plano Parkway, Plano, Texas 75074
(972) 673-9000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed
in paper format shall include a signed original and five copies of
the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Item 1. Security and Issuer.
This statement relates to the common stock of Adams Golf, Inc. The address of the principal
executive offices of the issuer is 2801 E. Plano Pkwy, Plano, Texas 75074.
Item 2. Identity and Background.
This statement is filed by and on behalf of B. H. (Barney) Adams. The business address of the
reporting person is 2801 E. Plano Pkwy, Plano, Texas 75074. The present principal occupation of
the reporting person is serving as the Chairman of the board of directors of the issuer. During
the last five years, the reporting person has not been convicted in a criminal proceeding, and was
not a party to a civil proceeding, required to be disclosed herein. The citizenship of the
reporting person is stated in Item 6 on the cover page(s) hereto.
Item 3. Source and Amount of Funds or Other Consideration.
The
reporting person acquired the securities covered by this statement
pursuant to an employment agreement between the issuer and the
reporting person.
Item 4. Purpose of the Transaction.
The acquisition of securities of the issuer by the reporting person is for investment
purposes.
The reporting person founded the issuer in 1987 and has served as the Chairman of the board of
directors of the issuer since then. The reporting person served as the Chief Executive Officer of
the issuer from 1987 until January 2002 and as the President of the issuer from 1987 until August
2000. As the Chairman of the board of directors of the issuer, the reporting person may be deemed
to possess the direct or indirect power to direct or cause the direction of the management and
policies of the issuer.
The reporting person plans and proposes to review the reporting persons investment in the
issuer on a continuing basis. Depending upon the factors discussed below and any other factors
that are or become relevant, the reporting person plans and proposes to: acquire additional shares
of common stock of the issuer in open market or privately negotiated transactions; sell all or part
of the shares in open market or privately negotiated transactions; recommend one or more
transactions involving the sale of all or a part of the equity interests in the issuer; make a
proposal for the acquisition of all or a part of the equity interests in the issuer; or engage in
any combination of the foregoing. Any open market or privately negotiated purchases or sales,
acquisition recommendations or proposals or other transactions may be made at any time without
prior notice. Any alternative may depend upon a variety of factors, including, without limitation,
current and anticipated future trading prices of the common stock, the financial condition, results
of operations and prospects of the issuer and general industry conditions, the availability, form
and terms of financing, other investment and business opportunities, general stock market and
economic conditions, tax considerations and other factors. Although the foregoing reflects plans
and proposals presently contemplated by the reporting person with respect to the issuer, the
foregoing is subject to change at any time, and there can be no assurance that any of the actions
set forth above will be taken.
Item 5. Interest in Securities of the Issuer.
(a) The reporting person declares that neither the filing of this statement nor anything
herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or
13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this
statement.
The aggregate number and percentage of the class of securities identified pursuant to Item 1
beneficially owned by the reporting person is stated in Items 11 and 13 on the cover page(s) hereto.
(b) Number of shares as to which each reporting person has:
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(i) |
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sole power to vote or to direct the vote: |
See Item 7 on the cover page(s) hereto.
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(ii) |
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shared power to vote or to direct the vote: |
See Item 8 on the cover page(s) hereto.
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(iii) |
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sole power to dispose or to direct the disposition of: |
See Item 9 on the cover page(s) hereto.
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(iv) |
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shared power to dispose or to direct the disposition of: |
See Item 10 on the cover page(s) hereto.
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(c) |
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Except as otherwise described herein, no transactions in the common stock of the issuer were
effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is
less, by the reporting person. |
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(d) |
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Not applicable. |
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(e) |
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Not applicable. |
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the
Issuer.
Except as otherwise described herein, the reporting person has no legal or other contract,
arrangement, understanding, or relationship with any other person with respect to any securities of
the issuer.
Item 7. Material to be Filed as Exhibits.
Not applicable.