As filed with the Securities and Exchange
Commission on May 27, 1999.
Registration No. 333-_________
=================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
ADAMS GOLF, INC.
(Exact name of Registrant as specified in its charter)
Delaware 75-2320087
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Delaware Avenue, Suite 572
Wilmington, Delaware 19801
(Address of Principal (Zip Code)
Executive Offices)
_________________________
1999 NON-EMPLOYEE DIRECTOR PLAN
OF ADAMS GOLF, INC.
(Full title of the plan)
_________________________
B.H. (Barney) Adams Copy to:
Chief Executive Officer J. David Washburn, Esq.
ADAMS GOLF, INC. ARTER & HADDEN LLP
300 Delaware Avenue, Suite 572 1717 Main St., Suite 4100
Wilmington, Delaware 19801 Dallas, Texas 75201-4605
(Name and address of (214) 761-2100
agent for service)
(302) 427-5892
(Telephone number,
including area code,
of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title of Securities Proposed Maximum Offering Proposed Maximum Aggregate Amount of
to be Registered Amount to be Registered(1) Price Per Share Offering Price(2) Registration Fee
- ------------------- -------------------------- ------------------------- -------------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock
$.001 par value 200,000 shares (2) $712,500 $198.08
(1) The securities to be registered represent shares of
Common Stock issued or reserved for issuance under the 1999 Non-
Employee Director Plan of Adams Golf, Inc. (the "Plan").
Pursuant to Rule 416, shares of Common Stock of the Company
issuable pursuant to the exercise of options granted or to be
granted under the Plan in order to prevent dilution resulting
from any future stock split, stock divided or similar transaction
are also being registered hereunder.
(2) Estimated pursuant to Rule 457(h) solely for the
purpose of calculating the registration fee as follows: (i) the
maximum proposed offering price at which outstanding options
under the Plan (10,000 shares of Common Stock) may be exercised
is $47,500 and (ii) the maximum proposed offering price at which
unissued options may be exercised under the Plan (190,000 shares
of Common Stock) is $665,000 calculated on the basis of the
closing sale price per share of Common Stock on the Nasdaq Stock
Market's National Market on May 26, 1999 ($3.50), in accordance
with Rule 457(c).
</TABLE>
================================================================
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual
Information.*
* Information required by Part I to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in
accordance with Rule 428 under the Securities Act of 1933, as
amended (the "Securities Act"), and the Note to Part I of Form
S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Adams Golf, Inc. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents
previously filed or to be filed with the Securities and Exchange
Commission (the "Commission"):
(a) the Company's Annual Report on Form 10-K filed with the
Commission for the fiscal year ended December 31, 1998;
(b) the Company's Quarterly Report filed with the
Commission on Form 10-Q for the quarter ended March 31,
1999;
(c) the description of the Company's common stock, par
value $.001 per share (the "Common Stock"), contained
in the Company's Registration Statement on Form 8-A
(file no. 0-24583), including any amendment or report
filed for the purpose of updating such description; and
(d) all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act, of 1934, as amended,
subsequent to the date of this Registration Statement
shall be deemed to be incorporated herein by reference
and to be a part hereof from the date of filing of such
documents until such time as there shall have been
filed a post-effective amendment that indicates that
all securities offered under the Registration Statement
have been sold or that deregisters all securities
remaining unsold at the time of the amendment.
Any statement contained herein or in a document incorporated
or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration
Statement to the extent that the statement contained herein or in
any subsequently filed document that also is or is deemed to be
incorporated by reference herein, or in any document forming any
part of the Section 10(a) Prospectus to be delivered to
participants in connection with, modifies or supersedes such
statement. Any statement so modified or
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<PAGE>
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Article VII of the Company's Certificate of Incorporation
provides that the Company shall indemnify its directors and
officers to the fullest extent permitted by the Delaware General
Corporation Law ("DGCL").
Section 145 of the DGCL permits a corporation, under
specified circumstances, to indemnify its directors, officers,
employees or agents against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlements actually and
reasonably incurred by them in connection with any action, suit
or proceeding brought by third parties by reason of the fact that
they were or are directors, officers, employees or agents, acted
in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. In a
derivative action (i.e., one by or in the right of the
corporation), indemnification may be made only for expenses
actually and reasonably incurred by directors, officers,
employees or agents in connection with the defense or settlement
of an action or suit, and only with respect to a matter as to
which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests
of the corporation, except that no indemnification shall be made
if such persons have been adjudged liable to the corporation,
unless and only to the extent that the court in which the action
or suit was brought shall determine upon application that the
defendant directors, officers, employees or agents are fairly and
reasonably entitled to indemnity for such expenses, despite such
adjudication of liability.
Section 102(b)(7) of the DGCL permits a corporation
organized under Delaware law to eliminate or limit the personal
liability of a director to the corporation or its stockholders
for monetary damages for breach of fiduciary duty as a director
subject to certain limitations. Article IX of the Certificate of
Incorporation includes the following provision:
A director of this corporation shall not be
personally liable to the corporation or its
stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i)
for any breach of the director's duty of loyalty to the
corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper
personal benefit. If the DGCL is hereafter amended to
authorize corporate action further eliminating or
limiting the personal liability of directors, then the
liability of a director of the corporation shall be
eliminated or
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<PAGE>
limited to the fullest extent permitted by the DGCL, as
so amended. Any repeal or modification of the
foregoing provisions of this Article IX by the
stockholders of the corporation shall not adversely
affect any right or protection of a director of the
corporation existing at the time of such repeal or
modification.
Article XI of the company's Bylaws further provides for the
indemnification of, and advancement of expenses to, its officers
and directors in certain circumstances.
The Company has purchased directors and officers liability
insurance that provides coverage for directors and officers with
respect to certain liabilities.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
(a) Exhibits.
Exhibit Description
------- -----------
4.1 1999 Non-Employee Director Plan of Adams
Golf, Inc. (the "Plan") (filed herewith)
4.2 Form of Stock Option Agreement relating
to options granted under the Plan (filed
herewith)
5.1 Opinion of Arter & Hadden LLP (filed
herewith)
23.1 Consent of Arter & Hadden LLP (included
in their opinion filed as Exhibit 5.1)
(filed herewith)
23.2 Consent of KPMG LLP (filed herewith)
Item 9. Undertakings.
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement: (i) to include any prospectus
required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement; (iii) to include any material
information with respect to the plan of distribution not
previously disclosed in the registration statement or any
material change to such information in the registration
statement; provided, however, that clauses (i) and (ii) do
not apply if the information required to be included in a
post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
-4-
<PAGE>
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-
effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the Registrant pursuant to
the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
-5-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant certifies that it has reasonable
grounds to believe that it meets all the requirements for filing
on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Plano, Texas, on May 26, 1999:
ADAMS GOLF, INC.
By:/s/ DARL P. HATFIELD
---------------------------------
Darl P. Hatfield
Senior Vice President - Finance
and Administration and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons and in the capacities indicated on May 26, 1999.
Signatures Titles
- ---------- ------
/s/ B.H. ADAMS Chairman of the Board, Chief
- -------------------------- Executive Officer and
B. H. (Barney) Adams President (Principal Executive Officer)
/s/ DARL P. HATFIELD Senior Vice President-Finance and
- -------------------------- Administration and Chief Financial Officer
Darl P. Hatfield (Principal Financial and Accounting Officer)
/s/ RICHARD H. MURTLAND Vice President-Research and Development,
- -------------------------- Secretary, Treasurer and Director
Richard H. Murtland
/s/ PAUL F. BROWN, JR.
- -------------------------- Director
Paul F. Brown, Jr.
/s/ ROLAND E. CASATI
- -------------------------- Director
Roland E. Casati
/s/ ROBERT F. MACNALLY
- -------------------------- Director
Robert F. MacNally
- ------------------------- Director
Mark R. Mulvoy
/s/ STEPHEN R. PATCHIN
- -------------------------- Director
Stephen R. Patchin
- -------------------------- Director
John S. Simpson
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<PAGE>
EXHIBIT INDEX
Exhibit Description
------- -----------
4.1 1999 Non-Employee Director Plan of Adams Golf,
Inc. (the "Plan") (filed herewith)
4.2 Form of Stock Option Agreement relating to
options granted under the Plan (filed herewith)
5.1 Opinion of Arter & Hadden LLP (filed herewith)
23.1 Consent of Arter & Hadden LLP (included in their
opinion filed as Exhibit 5.1) (filed herewith)
23.2 Consent of KPMG LLP (filed herewith)
1999 NON-EMPLOYEE DIRECTOR PLAN OF
ADAMS GOLF, INC.
1. PURPOSE. The purpose of this Plan is to advance the
interests of Adams Golf, Inc., a Delaware corporation (the
"Company"), by providing an additional incentive to attract and
retain qualified and competent directors, upon whose efforts and
judgment the success of the Company is largely dependent, through
the encouragement of stock ownership in the Company by such
persons.
2. DEFINITIONS. As used herein, the following terms shall
have the meaning indicated:
(a) "Board" shall mean the Board of Directors of Adams
Golf, Inc.
(b) "Committee" shall mean the committee, if any,
appointed by the Board pursuant to Section 12 hereof.
(c) "Common Stock" shall mean the common stock, par
value one tenth of one cent ($0.001) of the Company.
(d) "Date of Grant" shall mean the date on which an
Option is granted to an Eligible Person pursuant to this
Plan.
(e) "Director" shall mean a member of the Board.
(f) "Eligible Person(s)" shall mean those persons who
are Directors of the Company and who are not employees of
the Company or a Subsidiary.
(g) "Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended.
(h) "Fair Market Value" of a Share on any date means
the closing price on the business day immediately preceding
such date. For this purpose, the closing price of a Share
on any business day shall be (i) if the Common Stock is
listed or admitted for trading on any United States national
securities exchange, the last reported sale price of the
Common Stock on such exchange, as reported in any newspaper
of general circulation, (ii) if actual transactions in the
Common Stock are included in the Nasdaq National Market or
are reported on a consolidated transaction reporting system,
the closing sales price of the Common Stock on such system,
(iii) if the Common Stock is otherwise quoted on the Nasdaq
system, or any similar system of automated dissemination of
quotations of securities prices in common use, the mean
between the closing high bid and low asked quotations for
such day of the Common Stock on such system, (iv) if none of
clause (i), (ii) or (iii) is applicable, the mean between
the high bid and low asked quotations for the Common Stock
as reported by the National Daily Quotation Service if at
least two securities dealers have inserted both bid and
asked quotations for the Common Stock on at least five (5)
of the ten (10) preceding days and (v) if none of clause
(i), (ii), (iii) or (iv) is applicable, the price determined
by the Board in the exercise of its good faith discretion.
<PAGE>
(i) "Internal Revenue Code" or "Code" shall mean the
Internal Revenue Code of 1986, as it now exists or may be
amended from time to time.
(j) "Non-Employee Director" shall have the meaning set
forth in Rule 16b-3 of the Exchange Act or any successor
provision thereof.
(k) "Nonqualified Stock Option" shall mean an option
that is not an incentive stock option as defined in Section
422 of the Internal Revenue Code.
(l) "Option" (when capitalized) shall mean any option
granted under Section 4 of this Plan.
(m) "Optionee" shall mean a person to whom an Option
is granted under this Plan or any successor to the rights of
such person under this Plan by reason of the death of such
person.
(n) "Plan" shall mean this 1999 Non-Employee Director
Plan of Adams Golf, Inc.
(o) "Share(s)" shall mean a share or shares of the
Common Stock.
(p) "Subsidiary" shall mean any corporation or other
entity, whether domestic or foreign, in which the Company
has or obtains, directly or indirectly, a proprietary
interest of more than fifty percent (50%) by reason of stock
ownership or otherwise.
Other terms shall have the meanings set forth elsewhere herein.
3. SHARES AND OPTIONS.
(a) The maximum number of Shares to be issued pursuant
to Options under this Plan, shall be Two Hundred Thousand
(200,000) Shares. Shares issued pursuant to Options granted
under this Plan may be issued from Shares held in the
Company's treasury or from authorized and unissued Shares.
If any Option granted under this Plan shall terminate,
expire, or be canceled or surrendered as to any Shares, new
Options may thereafter be granted covering such Shares.
(b) Each Option granted hereunder shall be evidenced
by an option agreement (an "Option Agreement") and shall
contain such terms as are not inconsistent with this Plan or
any applicable law. Any person who files with the
Committee, in a form satisfactory to the Committee, a
written waiver of eligibility to receive any Option under
this Plan shall not be eligible to receive any Option under
this Plan for the duration of such waiver. Any Option
granted hereunder shall be a Nonqualified Stock Option.
(c) Neither the Plan nor any Option granted under the
Plan shall confer upon any person any right to continue to
serve as a Director.
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<PAGE>
4. DISCRETIONARY GRANTS OF OPTIONS.
(a) At any time and from time to time during the term
of this Plan and subject to the provisions herein, Options
may be granted by the Committee to any Eligible Person for
such number of Shares as the Committee in its discretion
shall deem to be in the best interest of the Company and
which will serve to further the purposes of the Plan. Upon
the grant of an Option, the Company shall promptly deliver
to such Eligible Person an Option Agreement. Options
granted pursuant to this Section 4(a) shall vest according
to the vesting schedule provided in the Option Agreement and
shall be exercisable for the term provided in the Option
Agreement. In the event no term is provided in the Option
Agreement, such term shall be ten (10) years.
(b) The Options granted to Directors pursuant to
Section 4(a) herein shall be in addition to any other
benefits with respect to the Director's position with the
Company or its Subsidiaries.
5. OPTION PRICE. The option price per Share of any Option
granted pursuant to this Plan shall be one hundred percent (100%)
of the Fair Market Value per Share on the Date of Grant.
6. EXERCISE OF OPTIONS. Options may be exercised at any
time after the date on which the Options, or any portion thereof,
are vested until the Option expires pursuant to Section 7;
provided, however, that at least six months must elapse from the
date of the acquisition of the Option to the date of disposition
of the Option (other than upon exercise or conversion) or the
underlying Shares. An Option shall be deemed exercised when (i)
the Company has received written notice of such exercise in
accordance with the terms of the Option Agreement, (ii) full
payment of the aggregate option price of the Shares as to which
the Option is exercised has been made and (iii) arrangements that
are satisfactory to the Committee in its sole discretion have
been made for the Optionee's payment to the Company of the
amount, if any, that the Committee determines to be necessary for
the Company to withhold in accordance with applicable federal or
state income tax withholding requirements. Pursuant to
procedures approved by the Committee, tax withholding
requirements, at the option of an Optionee, may be met by
withholding Shares otherwise deliverable to the Optionee upon the
exercise of an Option. Unless further limited by the Committee
in any Option Agreement, the Option price of any Shares purchased
shall be paid solely in cash, by certified or cashier's check, by
money order, with Shares (but with Shares that have been owned by
the Optionee for at least six months and only if permitted by the
Option Agreement or otherwise permitted by the Committee in its
sole discretion at the time of exercise) or by a combination of
the above; provided, however, that the Committee in its sole
discretion may accept a personal check in full or partial payment
of any Shares. If the exercise price is paid in whole or in part
with Shares, the value of the Shares surrendered shall be their
Fair Market Value on the date the Shares are received by the
Company. An Option shall not at any time be exercisable with
respect to less than 100 Shares unless the remaining Shares
covered by the Option are less than 100 Shares.
7. TERMINATION OF OPTION PERIOD. The unexercised portion
of an Option shall automatically and without notice terminate and
become null and void at the time of the earliest to occur of the
following:
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<PAGE>
(a) sixty (60) days after the date that an Optionee
ceases to be a Director regardless of the reason therefor
other than as a result of such termination by death of the
Optionee;
(b) one (1) year after the date that an Optionee
ceases to be a Director by reason of death of the Optionee
or six (6) months after the Optionee shall die if that shall
occur during the sixty-day period described in Subsection
7(a) herein; or
(c) the expiration date of the term of such Option.
8. ADJUSTMENT OF PROVISIONS.
(a) If at any time while this Plan is in effect or
unexercised Options are outstanding, (1) there shall be any
increase or decrease in the number of issued and outstanding
Shares through the declaration of a stock dividend, stock
split, combination of shares or through any recapitalization
resulting in a stock split-up, spin-off, combination or
exchange of Shares or (2) the value of the outstanding
shares of Common Stock of the Company is reduced by reason
of an extraordinary cash dividend, then and in each such
event:
(i) appropriate adjustment shall be made in the
maximum number of Shares then subject to being optioned
under this Plan, so that the same proportion of the
Company's issued and outstanding Shares shall continue
to be subject to being so optioned; and
(ii) appropriate adjustment shall be made in the
number of Shares and the exercise price per Share
thereof then subject to any outstanding Option, so that
the same proportion of the Company's issued and
outstanding Shares shall remain subject to purchase at
the same aggregate exercise price.
(b) Except as otherwise expressly provided herein, the
issuance by the Company of shares of its capital stock of
any class, or securities convertible into shares of capital
stock of any class, either in connection with a direct sale
or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the
Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall
be made with respect to, the number of or exercise price of
Shares then subject to outstanding Options granted under
this Plan.
(c) Without limiting the generality of the foregoing,
the existence of outstanding Options granted under this Plan
shall not affect in any manner the right or power of the
Company to make, authorize or consummate (i) any or all
adjustments, recapitalizations, reorganizations or other
changes in the Company's capital structure or its business;
(ii) any merger or consolidation of the Company; (iii) any
issue by the Company of debt securities, or preferred or
preference stock that would rank above the Shares subject to
outstanding Options; (iv) the dissolution or liquidation of
the Company; (v) any sale, transfer or assignment of all or
any part of the assets or business of the Company; or (vi)
any other corporate act or proceeding, whether of a similar
character or otherwise.
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<PAGE>
9. REORGANIZATIONS.
(a) Notwithstanding anything contained in this Plan or
any Option Agreement to the contrary, in the event of a
Change of Control, as defined below, all or any of the
following may, in the sole discretion of the Committee,
occur with respect to any and all Options outstanding as of
such Change of Control:
(i) automatic acceleration of the vesting of such
Options so that such Options may be immediately
exercised in full on or before the relevant date fixed
in the Option Agreement;
(ii) upon exercise of an Option during the 60-day
period from and after the date of a Change of Control,
the Optionee exercising the Option may in lieu of the
receipt of Shares upon the exercise of the Option,
elect by written notice to the Company to receive an
amount in cash equal to the excess of the aggregate
Value (as defined below) of the Shares covered by the
Option or portion thereof surrendered determined on the
date the Option is exercised, over the aggregate
exercise price of the Option (such excess is referred
to herein as the "Aggregate Spread"); provided,
however, and notwithstanding any other provision of
this Plan, if the end of such 60-day period from and
after the date of a Change of Control is within six
months of the Date of Grant, such Option shall be
canceled in exchange for a cash payment to the Optionee
equal to the Aggregate Spread on the day which is six
months and one day after the Date of Grant of such
Option. As used in this Section 9(a), the term "Value"
means the higher of (i) the highest Fair Market Value
during the 60-day period from and after the date of a
Change of Control and (ii) if the Change of Control is
the result of a transaction or series of transactions
described in paragraphs (i) or (iii) of the definition
of Change of Control, the highest price per share of
the Common Stock paid in such transaction or series of
transactions (which in the case of paragraph (i) shall
be the highest price per Share as reflected in a
Schedule 13D filed by the person having made the
acquisition);
(iii) if an Optionee ceases to be a Director
regardless of the reason therefor other than death
following a Change of Control, any Option held by such
Optionee may be exercised by such Optionee until the
earlier of sixty (60) days after the Optionee ceases to
be a Director or the expiration date of such Option;
(iv) all Options become non-cancelable;
(v) if the Option shall remain exercisable after
any such Change of Control, from and after such Change
of Control, any such Option shall be exercisable only
for the kind and amount of securities and/or other
property, or the cash equivalent thereof, receivable as
a result of such Change of Control by the holder of a
number of shares of stock for which such Option could
have been exercised immediately prior to such Change of
Control.
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<PAGE>
(b) "Change of Control" of the Company shall be deemed to
have occurred upon the happening of any of the following events:
(i) the acquisition, other than from the Company, by
any individual, entity or group (within the meaning of
Section 13(d)(3) of the Exchange Act) other than Royal
Holding Company, Inc. or B. H. Adams of beneficial ownership
of thirty percent (30%) or more of either the then
outstanding shares of Common Stock of the Company or the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors;
(ii) individuals who, as of January 1, 1999, constitute
the Board as of the date thereof (the "Incumbent Board")
cease for any reason to constitute at least a majority of
the Board, provided that any individual becoming a Director
subsequent to such date whose election, or nomination for
election by the Company's stockholders, was approved by a
vote of at least a majority of the Directors then comprising
the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office is in connection with an actual
or threatened election contest relating to the election of
the Directors (as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act);
(iii) approval by the stockholders of the Company
of a reorganization, merger or consolidation of the Company,
in each case, with respect to which the individuals and
entities who were the respective beneficial owners of the
Common Stock and voting securities of the Company
immediately prior to such reorganization, merger or
consolidation do not, following such reorganization, merger
or consolidation, beneficially own, directly or indirectly,
more than sixty percent (60%) of, respectively, the then
outstanding shares of Common Stock and the combined voting
power of the then outstanding voting securities entitled to
vote generally in the election of directors, as the case may
be, of the Company resulting from such reorganization,
merger or consolidation;
(iv) consummation by the Company of the sale or other
disposition by the Company of all or substantially all of
the Company's assets; or
(v) approval by the stockholders of the Company or any
order by a court of competent jurisdiction of a plan of
liquidation of the Company.
(c) If the Company shall consummate any merger,
consolidation or other reorganization not involving a Change of
Control (a "Reorganization") in which holders of shares of Common
Stock are entitled to receive in respect of such shares any
securities, cash or other consideration (including, without
limitation, a different number of shares of Common Stock), each
Option outstanding under this Plan shall thereafter be
exercisable, in accordance with this Plan, only for the kind and
amount of securities, cash and/or other consideration receivable
upon such Reorganization by a holder of the same
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<PAGE>
number of shares of Common Stock as are subject to that Option
immediately prior to such Reorganization, and any adjustments
will be made to the terms of the Option in the sole discretion of
the Committee as it may deem appropriate to give effect to the
Reorganization.
10. TRANSFERABILITY OF OPTIONS. Each Option Agreement
shall provide that such Option shall not be transferable by the
Optionee otherwise than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order
and that so long as an Optionee lives, only such Optionee or his
or her guardian or legal representative shall have the right to
exercise the related Option.
11. ISSUANCE OF SHARES. No person shall be, or have any of
the rights or privileges of, a stockholder of the Company with
respect to any of the Shares subject to an Option unless and
until certificates representing such Shares shall have been
issued and delivered to such person. As a condition of any
transfer of the certificate for Shares, the Committee may obtain
such agreements or undertakings, if any, as it may deem necessary
or advisable to assure compliance with any provision of this
Plan, any Option Agreement or any law or regulation, including,
but not limited to, the following:
(i) A representation, warranty or agreement by
the Optionee to the Company, at the time any Option is
exercised, that he or she is acquiring the Shares to be
issued to him or her for investment and not with a view
to, or for sale in connection with, the distribution of
any such Shares; and
(ii) A representation, warranty or agreement to be
bound by any legends that are, in the opinion of the
Committee, necessary or appropriate to comply with the
provisions of any securities law deemed by the
Committee to be applicable to the issuance of the
Shares and are endorsed upon the Share certificates.
Share certificates issued to an Optionee who is a party to
any stockholder agreement or a similar agreement shall bear the
legends contained in such agreements.
12. ADMINISTRATION OF THE PLAN.
(a) This Plan shall be administered by a stock option
committee (the "Committee") consisting of not fewer than two
(2) Non-Employee Directors; provided, however, that if no
Committee is appointed, the full Board shall administer this
Plan and in such case all references to the Committee shall
be deemed to be references to the Board. The Committee
shall have all of the powers of the Board with respect to
this Plan. Any member of the Committee may be removed at any
time, with or without cause, by resolution of the Board, and
any vacancy occurring in the membership of the Committee may
be filled by appointment by the Board.
(b) The Committee, from time to time, may adopt rules
and regulations for carrying out the purposes of this Plan.
The Committee may at any time terminate this Plan or make
such modification or amendment thereof as it deems
advisable. Termination or any modification or amendment of
this Plan shall not, without consent of
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<PAGE>
the Optionee, affect his rights under an Option previously
granted to him. The determinations and the interpretation
and construction of any provision of this Plan by the
Committee shall be final and conclusive.
(c) Any and all decisions or determinations of the
Committee shall be made either (i) by a majority vote of the
members of the Committee at a meeting or (ii) without a
meeting by the written approval of all of the members of the
Committee.
13. INTERPRETATION.
(a) If any provision of this Plan is held invalid for
any reason, such holding shall not affect the remaining
provisions hereof, but instead this Plan shall be construed
and enforced as if such provision had never been included in
this Plan.
(b) THIS PLAN SHALL BE GOVERNED BY THE SUBSTANTIVE
LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO DELAWARE
CONFLICT OF LAW PROVISIONS.
(c) Headings contained in this Plan are for
convenience only and shall in no manner be construed as part
of this Plan.
(d) Any reference to the masculine, feminine or neuter
gender shall be a reference to such other gender as is
appropriate.
14. SECTION 83(b) ELECTION. If as a result of exercising
an Option an Optionee receives Shares that are subject to a
"substantial risk of forfeiture" and are not "transferable" as
those terms are defined for purposes of Section 83(a) of the
Code, then such Optionee may elect under Section 83(b) of the
Code to include in his gross income, for his taxable year in
which the Shares are transferred to such Optionee, the excess of
the Fair Market Value of such Shares at the time of transfer
(determined without regard to any restriction other than one
which by its terms will never lapse), over the amount paid for
the Shares. If the Optionee makes the Section 83(b) election
described above, the Optionee shall (i) make such election in a
manner that is satisfactory to the Committee, (ii) provide the
Company with a copy of such election, (iii) agree to promptly
notify the Company if any Internal Revenue Service or state tax
agent, on audit or otherwise, questions the validity or
correctness of such election or of the amount of income
reportable on account of such election, and (iv) agree to such
withholding as the Committee may reasonably require in its sole
and absolute discretion.
15. EFFECTIVE DATE AND TERMINATION DATE. The effective
date of this Plan is February 3, 1999 and the effective date of
any amendment to this Plan is the date on which the Board adopted
such amendment; provided, however, if this Plan is not approved
by the stockholders of the Company within twelve (12) months
after the effective date, then, in such event, this Plan and all
Options granted pursuant to this Plan shall be null and void.
This Plan shall terminate on February 2, 2009, and any Option
outstanding on such date will remain outstanding until it has
either expired or has been exercised.
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STOCK OPTION AGREEMENT
UNDER
1999 NON-EMPLOYEE DIRECTOR PLAN
OF
ADAMS GOLF, INC.
STOCK OPTION AGREEMENT (this "Agreement") entered into this
____ day of ___________, ____, between ADAMS GOLF, INC., a
Delaware corporation (the "Corporation"), and __________________,
a member of the Board of Directors of the Corporation (the
"Optionee," which term as used herein shall be deemed to include
any successor to the Optionee by will or by the laws of descent
and distribution, unless the context shall otherwise require).
Pursuant to the Corporation's 1999 Non-Employee Director
Plan (the "Plan"), the Corporation, acting through its
Compensation/Plan Committee of the Board of Directors (the
"Committee"), approved the issuance to the Optionee, effective as
of the date set forth above, of a nonqualified stock option to
purchase up to an aggregate of ____________ shares of common
stock, par value $.001, of the Corporation (the "Common Stock"),
at the price of $____ per share (the "Option Price") which
represents not less than 100% of the fair market value of a share
of Common Stock determined in accordance with the Plan, upon the
terms and conditions hereinafter set forth. (Capitalized terms
used herein but not defined herein shall have the meaning
ascribed to them in the Plan).
NOW, THEREFORE, in consideration of the mutual premises and
undertakings hereinafter set forth, the parties hereto agree as
follows:
1. OPTION; OPTION PRICE. On behalf of the Corporation,
the Committee hereby grants as of the date of this Agreement to
the Optionee the option (the "Option") to purchase, subject to
the terms and conditions of this Agreement and the provisions of
the Plan (which is incorporated by reference herein and which in
all cases shall control in the event of any conflict with the
terms, definitions and provisions of this Agreement),
_______________ shares of Common Stock of the Corporation at an
exercise price per share equal to the Option Price. A copy of
the Plan as in effect on the date hereof has been supplied to the
Optionee, and the Optionee by executing this Agreement hereby
acknowledges receipt thereof.
2. TERM. The term (the "Option Term") of the Option shall
commence on the date of this Agreement and shall terminate on the
fifth anniversary of the date of this Agreement, unless such
Option shall theretofore have been terminated in accordance with
the terms hereof or the provisions of the Plan.
3. VESTING; CHANGE OF CONTROL; RESTRICTIONS ON EXERCISE.
(a) Subject to the provisions of Sections 5 and 8 hereof,
and unless accelerated, as set forth in the Plan or as provided
herein, the Option granted hereunder shall vest and become
exercisable for the number of shares set forth opposite the dates
noted below (the "Option Vesting Schedule").
<PAGE>
Cumulative
Date(s) Number of Vested Shares
------- -----------------------
(b) Notwithstanding the provisions of Paragraph 3(a) above,
upon a Change in Control (as hereinafter defined):
(i) the Option shall become fully vested and shall
become immediately exercisable with respect to all shares
subject to the Option;
(ii)upon exercise of the Option during the 60-day
period from and after the date of a Change of Control, the
Optionee may in lieu of the receipt of Common Stock upon the
exercise of the Option, elect by written notice to the
Corporation to receive an amount in cash equal to the excess
of the aggregate Value (as defined below) of the shares of
Common Stock covered by the Option or portion thereof
surrendered determined on the date the Option is exercised,
over the aggregate exercise price of the Option (such excess
is referred to herein as the "Aggregate Spread"); provided,
however, if the end of such 60-day period from and after the
date of a Change of Control is within six months of the date
of grant of the Option, the Option shall be cancelled in
exchange for a cash payment to the Optionee equal to the
Aggregate Spread on the day which is six months and one day
after the date of grant of the Option. As used in this
Section 3(b)(ii), the term "Value" means the higher of (1)
the highest Fair Market Value (as defined below) during the
60-day period from and after the date of a Change of Control
and (2) if the Change of Control is the result of a
transaction or series of transactions described in
paragraphs (i) or (iii) of the definition of Change of
Control, the highest price per share of the Common Stock
paid in such transaction or series of transactions (which in
the case of paragraph (i) shall be the highest price per
share of the Common Stock as reflected in a Schedule 13D
filed by the person having made the acquisition) and the
term "Fair Market Value" means the "Fair Market Value" of
the Common Stock on any date of reference shall be the
closing price on the business day immediately preceding such
date. For this purpose, the closing price of the Common
Stock on any business day shall be (i) if the Common Stock
is listed or admitted for trading on any United States
national securities exchange, the last reported sale price
of the Common Stock on such exchange, as reported in any
newspaper of general circulation, (ii) if actual
transactions in the Common Stock are included in the Nasdaq
National Market or are reported on a consolidated
transaction reporting system, the closing sales price of the
Common Stock on such system, (iii) if the Common Stock is
otherwise quoted on the Nasdaq system, or any similar system
of automated dissemination of quotations of securities
prices in common use, the mean between the closing high bid
and low asked quotations for such day of the Common Stock on
such system, (iv) if none of clause (i), (ii) or (iii) is
applicable, the mean between the high bid and low asked
quotations for the Common Stock as reported by the National
Daily Quotation Service if at least two securities dealers
have inserted both bid and asked
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<PAGE>
quotations for the Common Stock on at least five (5) of the
ten (10) preceding days and (v) if none of clause (i), (ii),
(iii) or (iv) is applicable, the most recent valuation price
for the Common Stock as adjusted by the Board in the
exercise of its good faith discretion;
(iii) if the Optionee ceases to be a Director
regardless of the reason therefor other than death following
a Change of Control, the Option may be exercised by the
Optionee until the earlier of sixty (60) days after the
Optionee ceases to be a Director or the expiration date of
the Option;
(iv) the Option becomes non-cancelable; and
(v) if the Option shall remain exercisable after any
such Change of Control, from and after such Change of
Control, the Option shall be exercisable only for the kind
and amount of securities and/or other property, or the cash
equivalent thereof, receivable as a result of such Change of
Control by the holder of a number of shares of stock for
which the Option could have been exercised immediately prior
to such Change of Control.
(c) For purposes of this Agreement, a Change in Control of
the Corporation shall be deemed to have occurred upon the
happening of any of the following events:
(i) the acquisition, other than from the Corporation,
by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Exchange Act) other than
Royal Holding Company, Inc. or B. H. Adams of beneficial
ownership of thirty percent (30%) or more of either the then
outstanding shares of Common Stock of the Corporation or the
combined voting power of the then outstanding voting
securities of the Corporation entitled to vote generally in
the election of directors; provided, however, that any
acquisition by the Corporation or any corporation or other
entity, whether domestic or foreign, in which the
Corporation has or obtains, directly or indirectly, a
proprietary interest of more than fifty percent (50%) by
reason of stock ownership or otherwise ("Subsidiary"), or
any employee benefit plan (or related trust) of the
Corporation or its Subsidiaries, or any corporation with
respect to which, following such acquisition, more than
fifty percent (50%) of, respectively, the then outstanding
shares of common stock of such corporation and the combined
voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election
of directors is then beneficially owned, directly or
indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively,
of the Common Stock and voting securities of the Corporation
immediately prior to such acquisition in substantially the
same proportion as their ownership, immediately prior to
such acquisition, of the then outstanding shares of Common
Stock of the Corporation or the combined voting power of the
then outstanding voting securities of the Corporation
entitled to vote generally in the election of directors, as
the case may be, shall not constitute a Change of Control;
(ii) individuals who constitute the Board of Directors
of the Corporation as of January 1, 1999 (the "Incumbent
Board") cease for any reason to constitute at least a
majority of the Board of Directors of the Corporation,
provided that any individual
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<PAGE>
becoming a director subsequent to such date whose election,
or nomination for election by the Corporation's
stockholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office is in
connection with an actual or threatened election contest
relating to the election of the directors of the Corporation
(as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"));
(iii) approval by the stockholders of the
Corporation of a reorganization, merger or consolidation of
the Corporation, in each case, with respect to which the
individuals and entities who were the respective beneficial
owners of the Common Stock and voting securities of the
Corporation immediately prior to such reorganization, merger
or consolidation do not, following such reorganization,
merger or consolidation, beneficially own, directly or
indirectly, more than sixty percent (60%) of, respectively,
the then outstanding shares of Common Stock and the combined
voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as
the case may be, of the corporation resulting from such
reorganization, merger or consolidation;
(iv) consummation by the Corporation of the sale or
other disposition by the Corporation of all or substantially
all of the Corporation's assets; or
(v) approval by the stockholders of the Corporation or
any order by a court of competent jurisdiction of a plan of
liquidation of the Corporation.
(d) If the Corporation shall consummate any merger,
consolidation or other reorganization not involving a Change of
Control (a "Reorganization") in which holders of shares of Common
Stock are entitled to receive in respect of such shares any
securities, cash or other consideration (including, without
limitation, a different number of shares of Common Stock), the
Option shall thereafter be exercisable, in accordance with the
Plan and this Agreement, only for the kind and amount of
securities, cash and/or other consideration receivable upon such
Reorganization by a holder of the same number of shares of Common
Stock as are subject to the Option immediately prior to such
Reorganization, and any adjustments will be made to the terms of
the Option in the sole discretion of the Committee as it may deem
appropriate to give effect to the Reorganization.
(e) Subject to the provisions of Sections 5 and 8 hereof,
shares as to which the Option becomes exercisable pursuant to the
foregoing provisions may be purchased at any time thereafter
prior to the expiration or termination of the Option.
4. TERMINATION OF OPTION.
(a) The unexercised portion of the Option shall
automatically and without notice terminate and become null and
void at the time of the earliest to occur of:
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<PAGE>
(i) sixty (60) days after the date that the Optionee
ceases to be a Director regardless of the reason therefor
other than as a result of such termination by death of the
Optionee;
(ii) one (1) year after the date that the Optionee
ceases to be a Director by reason of death of the Optionee
or six (6) months after the Optionee shall die if that shall
occur during the sixty-day period described in Section
4(a)(i); or
(iii) the expiration date of the term of the
Option.
5. PROCEDURE FOR EXERCISE.
(a) Subject to the requirements of Section 8, the Option
may be exercised, from time to time, in whole or in part (but for
the purchase of a whole number of shares only), by delivery of a
written notice (the "Notice") from the Optionee to the Secretary
of the Corporation, which Notice shall:
(i) state that the Optionee elects to exercise the
Option;
(ii) state the number of shares with respect to which
the Option is being exercised (the "Optioned Shares");
(iii) state the date upon which the Optionee
desires to consummate the purchase of the Optioned Shares
(which date must be prior to the termination of such Option
and no later than thirty (30) days after the date of receipt
of such Notice);
(iv) include any representations of the Optionee
required under Section 8(c); and
(v) if the Option shall be exercised pursuant to
Section 10 by any person other than the Optionee, include
evidence to the satisfaction of the Committee of the right
of such person to exercise the Option.
(b) Payment of the Option Price for the Optioned Shares
shall be made in U.S. dollars by personal check, bank draft or
money order payable to the order of the Corporation or by wire
transfer.
(c) The Corporation shall issue a stock certificate in the
name of the Optionee (or such other person exercising the Option
in accordance with the provisions of Section 10) for the Optioned
Shares as soon as practicable after receipt of the Notice and
payment of the aggregate Option Price for such shares.
6. NO RIGHTS AS A STOCKHOLDER. The Optionee shall have no
rights as a stockholder of the Corporation with respect to any
Optioned Shares until the date the Optionee or his nominee
(which, for purposes of this Agreement, shall include any third
party agent selected by the Committee to hold such Option Shares
on behalf of the Optionee), guardian or legal representative is
the holder of record of such Optioned Shares.
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<PAGE>
7. ADJUSTMENTS.
(a) If at any time while the Option is outstanding, (1)
there shall be any increase or decrease in the number of issued
and outstanding shares of Common Stock through the declaration of
a stock dividend, stock split, combination of shares or through
any recapitalization resulting in a stock split-up, spin-off,
combination or exchange of shares of Common Stock or (2) the
value of the outstanding shares of Common Stock is reduced by
reason of an extraordinary cash dividend, then and in each such
event appropriate adjustment shall be made in the number of
shares and the exercise price per share covered by the Option, so
that the same proportion of the Corporation's issued and
outstanding shares of Common Stock shall remain subject to
purchase at the same aggregate exercise price.
(b) Except as otherwise expressly provided herein, the
issuance by the Corporation of shares of its capital stock of any
class, or securities convertible into shares of capital stock of
any class, either in connection with a direct sale or upon the
exercise of rights or warrants to subscribe therefor, or upon
conversion of shares or obligations of the Corporation
convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with
respect to, the number of or exercise price of shares of Common
Stock covered by the Option.
(c) Without limiting the generality of the foregoing, the
existence of the Option shall not affect in any manner the right
or power of the Corporation to make, authorize or consummate (i)
any or all adjustments, recapitalizations, reorganizations or
other changes in the Corporation's capital structure or its
business; (ii) any merger or consolidation of the Corporation;
(iii) any issue by the Corporation of debt securities, or
preferred or preference stock that would rank above the shares of
Common Stock covered by the Option; (iv) the dissolution or
liquidation of the Corporation; (v) any sale, transfer or
assignment of all or any part of the assets or business of the
Corporation; or (vi) any other corporate act or proceeding,
whether of a similar character or otherwise.
8. ADDITIONAL PROVISIONS RELATED TO EXERCISE.
(a) The Option shall be exercisable only in accordance with
this Agreement, including the provisions regarding the period
when the Option may be exercised and the number of shares of
Common Stock that may be acquired upon exercise.
(b) The Option may not be exercised as to less than one
hundred (100) shares of Common Stock at any one time unless less
than one hundred (100) shares of Common Stock remain to be
purchased upon the exercise of the Option.
(c) To exercise the Option, the Optionee shall follow the
provisions of Section 5 hereof. Upon the exercise of the Option
at a time when there is not in effect a registration statement
under the Securities Act of 1933, as amended (the "Securities
Act") relating to the shares of Common Stock issuable upon
exercise of the Option, the Committee in its discretion may, as a
condition to the exercise of the Option, require the Optionee (i)
to represent in writing that the shares of Common Stock received
upon exercise of the Option are being acquired for investment and
not with a view to distribution and (ii) to make such other
representations and warranties as are deemed appropriate by
counsel to the Corporation. No Option may be exercised and no
shares of Common Stock shall be issued and delivered upon the
exercise of the Option unless and until the Corporation and/or
the
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<PAGE>
Optionee shall have complied with all applicable federal or state
registration, listing and/or qualification requirements and all
other requirements of law or of any regulatory agencies having
jurisdiction.
(d) Stock certificates representing shares of Common Stock
acquired upon the exercise of the Option that have not been
registered under the Securities Act shall, if required by the
Committee, bear the following legend:
"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "ACT"). THEY MAY NOT BE SOLD, OFFERED
FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES
UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM
REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO
THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED."
(e) The exercise of each Option and the issuance of shares
in connection with the exercise of an Option shall, in all cases,
be subject to each of the following conditions: (i) the
declaration of effectiveness by the Securities and Exchange
Commission ("SEC") of a registration statement relating to a
primary offering of the Common Stock, filed by the Corporation
with the SEC under the Securities Act, (ii) the satisfaction of
withholding tax or other withholding liabilities, (iii) the
listing, registration or qualification of any to-be-issued shares
upon any securities exchange, any NASDAQ or other trading or
quotation system or under any federal or state law, (iv) the
consent or approval of any regulatory body, (v) the execution of
a lock-up agreement with one or more prospective underwriters, or
(vi) the execution of a buy-sell or shareholders agreement with
other shareholders of the Corporation. The Committee shall in
its sole discretion determine whether one or more of these
conditions is necessary or desirable to be satisfied in
connection with the exercise of an Option and prior to the
delivery or purchase of shares pursuant to the exercise of an
Option. The exercise of an Option shall not be effective unless
and until such condition(s) shall have been satisfied or the
Committee shall have waived such conditions, in its sole
discretion.
9. RESTRICTION ON TRANSFER. The Option may not be
assigned or transferred except by will or by the laws of descent
and distribution or pursuant to a qualified domestic relations
order as defined in the Code, and may be exercised during the
lifetime of the Optionee only by the Optionee or the Optionee's
guardian or legal representative or assignee pursuant to a
qualified domestic relations order. If the Optionee dies, the
Option shall thereafter be exercisable, during the period
specified in Section 4(a)(ii), by his executors or administrators
or by a person who acquired the right to exercise such option by
bequest or inheritance to the full extent to which the Option was
exercisable by the Optionee at the time of his death. The Option
shall not be subject to execution, attachment or similar process.
Any attempted assignment or transfer of the Option contrary to
the provisions hereof, and the levy of any execution, attachment
or similar process upon the Option, shall be null and void and
without effect.
10. NOTICES. All notices or other communications which are
required or permitted hereunder shall be in writing and
sufficient if (i) personally delivered, (ii) sent by nationally-
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<PAGE>
recognized overnight courier or (iii) sent by registered or
certified mail, postage prepaid, return receipt requested,
addressed as follows:
if to the Optionee, to the address set forth on the
signature page hereto; and
if to the Corporation, to:
Adams Golf, Inc.
300 Delaware Avenue, Suite 572
Wilmington, Delaware 19801
Attention: Secretary
with a copy to:
Adams Golf, Ltd.
c/o Adams Golf GP Corp.
2801 E. Plano Parkway
Plano, Texas 75225
Attention: President
or to such other address as the party to whom notice is to be
given may have furnished to each other party in writing in
accordance herewith. Any such communication shall be deemed to
have been given (i) when delivered, if personally delivered, (ii)
on the first Business Day (as hereinafter defined) after
dispatch, if sent by nationally-recognized overnight courier and
(iii) on the third Business Day following the date on which the
piece of mail containing such communication is posted, if sent by
mail. As used herein, "Business Day" means a day that is not a
Saturday, Sunday or a day on which banking institutions in the
city to which the notice or communication is to be sent are not
required to be open.
11. NO WAIVER. No waiver of any breach or condition of
this Agreement shall be deemed to be a waiver of any other or
subsequent breach or condition, whether of like or different
nature.
12. OPTIONEE UNDERTAKING. The Optionee hereby agrees to
take whatever additional actions and execute whatever additional
documents the Corporation or its counsel may in their reasonable
judgment deem necessary or advisable in order to carry out or
effect one or more of the obligations or restrictions imposed on
the Optionee pursuant to the express provisions of this
Agreement.
13. MODIFICATION OF RIGHTS. The rights of the Optionee are
subject to modification and termination in certain events as
provided in this Agreement and the Plan.
14. GOVERNING LAW. This Agreement shall be governed by,
and construed in accordance with, the laws of the State of
Delaware applicable to contracts made and to be wholly performed
therein.
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<PAGE>
15. COUNTERPARTS. This Agreement may be executed in one or
more counterparts, each of which shall be deemed to be an
original, but all of which together shall constitute one and the
same instrument.
16. ENTIRE AGREEMENT. This Agreement and the Plan
constitute the entire agreement between the parties with respect
to the subject matter hereof, and supersede all previously
written or oral negotiations, commitments, representations and
agreements with respect thereto.
ADAMS GOLF, INC.
By:________________________________
Name:______________________________
Title:_____________________________
OPTIONEE:
___________________________________
Name:______________________________
Address: _________________________
_________________________
________________________
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<PAGE>
Ladies/Gentlemen:
I hereby exercise my Stock Option to purchase _________ shares of
Common Stock of ADAMS GOLF, INC. at the option price of $____ per
share as provided in the Stock Option Agreement dated the ___ day
of ________________.
I acknowledge that I previously received a copy of the 1999 Non-
Employee Director Plan of Adams Golf, Inc. and executed a Stock
Option Agreement, and I have carefully reviewed both documents.
I have considered the federal tax implications of my option. I
hereby tender my personal check, bank draft or money order
payable to ADAMS GOLF, INC. in the amount of $____________ or, I
have wire transferred $_______________ to ADAMS GOLF, INC., which
transfer shall be subject to the confirmation of receipt of funds
by the Corporation. [If payment is to be made by wire transfer,
the Optionee should contact the Corporation's Chief Financial
Officer or Controller in advance to obtain wiring instructions.]
__________________________
Optionee
__________________________
Date
EXHIBIT 5.1
-----------
ARTER & HADDEN LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
Tel: 214.761.2100
Fax: 214.741.7139
May 27, 1999
Board of Directors
Adams Golf, Inc.
300 Delaware Avenue, Suite 572
Wilmington, Delaware 19801
Re: Adams Golf, Inc.
Registration Statement on Form S-8
1999 Non-Employee Director Plan
Gentlemen:
We have acted as counsel to Adams Golf, Inc., a Delaware
corporation (the "Company"), in connection with the preparation
and filing of the Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities and
Exchange Commission on or about May 27, 1999, under the
Securities Act of 1933, as amended (the "Securities Act"),
relating to 200,000 shares of the $0.001 par value common stock
(the "Common Stock") of the Company that will be issued on the
exercise of stock options (collectively, the "Options") granted
or that may be granted under the Non-Employee Director Plan of
Adams Golf, Inc. (the "Plan").
You have requested the opinion of this firm with respect to
certain legal aspects of the Registration Statement. In
connection therewith, we have examined and relied upon the
original, or copies identified to our satisfaction, of (1) the
Certificate of Incorporation and the Bylaws of the Company, as
both have been amended; (2) minutes and records of the corporate
proceedings of the Company with respect to the establishment and
approval of the Plan, the granting of the Options under the Plan,
the issuance of shares of Common Stock pursuant to the Plan and
related matters; (3) the Registration Statement and exhibits
thereto, including the Plan and the Form of Stock Option
Agreement listed as exhibits to the Registration Statement; and
(4) such other documents and instruments as we have deemed
necessary for the expression of the opinions herein contained. In
making the foregoing 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 photostatic copies. As to various questions of fact material
to this opinion, and as to the content and form of the
Certificate of Incorporation, the Bylaws, minutes, records,
resolutions and other documents or writings of
<PAGE>
the Company, we have relied, to the extent we deem reasonably
appropriate, upon representations or 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 upon our examination, consideration of, and reliance
on the documents and other matters described above, and subject
to the comments and exceptions noted below, we are of the opinion
that, assuming (i) the outstanding Options were duly granted and
the Options to be granted in the future will be duly granted in
accordance with the terms of the Plan, (ii) the Company maintains
an adequate number of authorized but unissued shares and/or
treasury shares of Common Stock available for issuance to those
persons who exercise Options granted under the Plan, (iii) the
exercise of Options is in accordance with the provisions thereof
and in accordance with the provisions of the Plan, and (iv) the
consideration for the shares of Common Stock issuable upon the
exercise of such Options is actually received by the Company as
provided in the Plan and the particular Option and such
consideration exceeds the par value of such shares, then the
shares of Common Stock issued pursuant to the exercise of the
Options will be validly issued, fully paid and nonassessable.
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 rendered as of the date hereof, and we
undertake no, and hereby disclaim any, obligation to advise you
of any changes in or new developments that might affect any
matters or opinions set forth herein.
This opinion is limited in all respects to the General
Corporation Law of the State of Delaware as in effect on the date
hereof; however, we are not members of the Bar of the State of
Delaware and our knowledge of its General Corporation Law is
derived from a reading of the most recent compilation of that
statute available to us without consideration of any judicial or
administrative interpretations thereof.
We hereby consent to the filing of this opinion as
Exhibit 5.1 to the Registration Statement and to references to
our firm included in or made a part of the Registration
Statement. In giving this consent, we do not admit that we come
within the category of person whose consent is required under
Section 7 of the Securities Act or the Rules and Regulations of
the Securities and Exchange Commission thereunder. This opinion
may not be relied upon by any person other than the addressee
identified above.
Very truly yours,
/s/ ARTER & HADDEN LLP
ARTER & HADDEN LLP
EXHIBIT 23.2
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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 LLP
Dallas, Texas
May 27, 1999
