<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 10, 1998
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________________
FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________________
ADAMS GOLF, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 3949 75-2320087
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification Number)
incorporation or
organization)
300 DELAWARE AVENUE, SUITE 548
WILMINGTON, DELAWARE 19801
(302) 427-5892
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
B.H. (BARNEY) ADAMS
CHIEF EXECUTIVE OFFICER
300 DELAWARE AVENUE, SUITE 548
WILMINGTON, DELAWARE 19801
(302) 427-5892
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPIES TO:
JOSEPH A. HOFFMAN KENNETH L. GUERNSEY
J. DAVID WASHBURN KARYN R. SMITH
ARTER & HADDEN LLP COOLEY GODWARD LLP
1717 MAIN STREET, SUITE 4100 ONE MARITIME PLAZA 20TH FLOOR
DALLAS, TEXAS 75201 SAN FRANCISCO, CALIFORNIA 94111
(214) 761-2100 (415) 693-2000
_______________________________
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act, check
the following box: / /
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
Registration Statement for the same offering. /X/ 333-51715
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _____________
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AGGREGATE OFFERING REGISTRATION
REGISTERED PRICE FEE
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<S> <C> <C>
Common Stock,
$.001 par value.... $4,000,000(1) $1,180.00(2)
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended.
(2) The Company has previously paid a filing fee of $32,450 in connection
with Registration Statement No. 333-51715.
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<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-1 (Reg. No. 333-51715) filed by Adams Golf, Inc. (the
"Company") with the Securities and Exchange Commission on May 4, 1998, as
amended by the Pre-Effective Amendment No. 1 thereto filed on June 10, 1998,
Pre-Effective Amendment No. 2 thereto filed on July 6, 1998 and Pre-Effective
Amendment No. 3 thereto filed on July 9, 1998, which Registration Statement
was declared effective July 9, 1998, are incorporated in their entirety
herein by reference.
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Plano,
State of Texas, on July 10, 1998.
ADAMS GOLF, INC.
By: /s/ Richard H. Murtland
------------------------------------
Richard H. Murtland
VICE PRESIDENT - RESEARCH AND
DEVELOPMENT, SECRETARY AND TREASURER
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below on the 10th day of July,
1998 by or on behalf of the following persons in the capacities indicated.
Signature Title
--------- -----
/s/ B.H. (BARNEY) ADAMS* Chairman of the Board, Chief Executive Officer, and
------------------------ President (PRINCIPAL EXECUTIVE OFFICER)
B.H. (Barney) Adams
/s/ DARL P. HATFIELD* Senior Vice President - Finance and Administration
------------------------ and Chief Financial Officer (PRINCIPAL FINANCIAL
Darl P. Hatfield AND ACCOUNTING OFFICER)
/s/ Richard H. Murtland
------------------------ Vice President - Research and Development,
Richard H. Murtland Secretary, Treasurer and Director
/s/ PAUL F. BROWN, JR.*
------------------------ Director
Paul F. Brown, Jr.
/s/ ROLAND E. CASATI*
------------------------ Director
Roland E. Casati
/s/ FINIS F. CONNER*
------------------------ Director
Finis F. Conner
------------------------ Director
Mark Mulvoy
/s/ STEPHEN R. PATCHIN*
------------------------ Director
Stephen R. Patchin
*By: /s/ Richard H. Murtland
------------------------
Richard H. Murtland
ATTORNEY-IN-FACT
3
<PAGE>
INDEX TO EXHIBITS
(a) Exhibits
1.1. Form of Underwriting Agreement*
3.1. Amended and Restated Certificate of Incorporation of the
Registrant*
3.2. Amended and Restated Bylaws of the Registrant*
4.1. 1998 Stock Incentive Plan of the Registrant dated February 26,
1998*
4.2. 1996 Stock Option Plan dated April 10, 1996*
4.3. Registration Rights Agreement dated April 30, 1998, among the
Registrant and certain stockholders of the Registrant*
4.4. Adams Golf, Ltd. 401(k) Retirement Plan*
4.5. Form of Common Stock Certificate for the Registrant*
5.1. Opinion of Arter & Hadden LLP as to legality of securities being
offered**
10.1. Agreement between the Registrant and Nick Faldo, dated April 22,
1998*
10.2. Revolving Credit Agreement dated February 27, 1998, between Adams
Golf Direct Response, Ltd., Adams Golf, Ltd. and NationsBank of
Texas, N.A.*
10.3. Commercial Lease Agreement dated December 5, 1997, between Jackson
Shaw Technology Center II, Ltd. and the Registrant*
10.4. Commercial Lease Agreement dated April 6, 1998 between Jackson-Shaw
Technology Center II, Ltd. and the Registrant*
10.5. Letter Agreement dated April 13, 1998, between the Registrant and
Darl P. Hatfield.*
11.1. Computation of Income (Loss) Per Share*
21.1. Subsidiaries of the Registrant*
23.1. Consent of Arter & Hadden LLP (included in their opinion filed as
Exhibit 5.1)**
23.2. Consent of KPMG Peat Marwick LLP**
23.3. Consent of Aquilino & Welsh**
24.1. Power of Attorney (previously included on Page II to the
Registrant's Registration Statement on Form S-1 (Reg.
No. 333-51715)*
27.1. Financial Data Schedule*
- --------------------------
* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (Reg. No. 333-51715)
** Filed herewith.
4
<PAGE>
EXHIBIT 5.1
ARTER & HADDEN LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
Tel: 214.761.2100
Fax: 214.741.7139
July 10, 1998
Adams Golf, Inc.
2801 East Plano Parkway
Plano, Texas 75074
Re: Offering of Shares of Common Stock of Adams Golf, Inc.
Ladies and Gentlemen:
On May 4, 1998, Adams Golf, Inc., a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission a Registration
Statement (Registration Statement No. 333-51715) on Form S-1 under the
Securities Act of 1933, as amended (the "Act"). Such Registration Statement,
as amended by Amendment No. 1 on Form S-1 filed on June 10, 1998, Amendment
No. 2 on Form S-1 filed on July 6, 1998, and Amendment No. 3 on Form S-1 to
be filed on July 9, 1998, together with the Registration Statement on Form
S-1 filed with the Commission pursuant to Rule 462(b) under the Act (the
"Rule 462(b) Registration Statement"), relates to the offering (the
"Offering") of up to 4,037,500 shares (including shares subject to an
over-allotment option) of the common stock, par value $.001 per share (the
"Common Stock"), by the Company (the "Company Shares"), and up to 2,862,500
shares of the Common Stock (including, in each case, shares subject to an
over-allotment option) to be offered by certain Selling Stockholders (the
"Selling Stockholder Shares"). The Registration Statement filed on May 4,
1998, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3,
together with the Rule 462(b) Registration Statement, is hereinafter referred
to as the "Registration Statement." This firm has acted as counsel to you
and the Selling Stockholders in connection with the preparation and filing of
the Registration Statement, and you have requested our opinion with respect
to certain legal aspects of the Offering.
In rendering our opinion, we have examined and relied upon the original or
copies, certified to our satisfaction, of (i) the Certificate of Incorporation,
as amended, and the Bylaws, as amended, of the Company; (ii) copies of
resolutions of the Board of Directors of the Company authorizing the Offering,
the issuance of the shares and related matters; (iii) the Registration
Statement and exhibits thereto; and (iv) such other documents and instruments
as we have deemed necessary. In our examinations, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals, and the conformity to original documents of all documents
submitted to us as certified or reproduction copies. As to various questions
of fact material to this opinion, we have relied, to the extent we deem
reasonably appropriate, upon representations or
<PAGE>
Adams Golf, Inc.
July 9, 1998
Page 2
certificates of officers or directors of the Company and upon documents,
records and instruments furnished to us by the Company, without independent
check or verification of their accuracy.
Based on the foregoing examination and subject to the comments and
assumptions noted below, we are of the opinion that (i) the Company Shares have
been duly authorized for issuance and, when issued by the Company against
payment therefor, will be validly issued, fully paid and nonassessable and (ii)
the Selling Stockholder Shares to be sold were validly issued and fully paid
and are nonassessable.
This opinion is limited in all respects to the General Corporation Law of
the State of Delaware as in effect on the date hereof.
We bring to your attention the fact that this legal opinion is an
expression of professional judgment and not a guaranty of result. This opinion
is given as of the date hereof, and we assume no obligation to update or
supplement such opinion to reflect any facts or circumstances that may
hereafter come to our attention or any changes in laws or judicial decisions
that may hereafter occur.
We hereby consent to the filing of this option as an exhibit to the
Registration Statement and to the use of our name under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement. In
giving such consent, we do not admit that we come within the category of
persons whose consent is required by Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Arter & Hadden LLP
ARTER & HADDEN LLP
<PAGE>
Exhibit 23.2
Independent Auditors' Consent
The Board of Directors
Adams Golf, Inc. and subsidiaries:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG Peat Marwick LLP
---------------------------------
KPMG Peat Marwick LLP
Dallas, Texas
July 10, 1998
<PAGE>
EXHIBIT 23.3
CONSENT
We hereby consent to the use of our name under the caption "Experts" in
the Prospectus forming a part of the Registration Statement filed pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, and do hereby
confirm the statements therein made.
AQUILINO & WELSH
/s/ Nicholas J. Aquilino
------------------------
By: Nicholas J. Aquilino
Arlington, Virginia
July 10, 1998
