As filed with the Securities and Exchange Commission on May
18, 2000.
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 19801
Wilmington, Delaware (Zip Code)
(Address of Principal Executive Offices)
---------------------
1998 STOCK INCENTIVE PLAN
(Full title of the plan)
---------------------
Copy to:
B.H. (Barney) Adams J. David Washburn, Esq.
Chief Executive Officer ARTER & HADDEN LLP
ADAMS GOLF, INC. 1717 Main St., Suite 4100
300 Delaware Avenue, Suite 572 Dallas, Texas 75201-4605
Wilmington, Delaware 19801 (214) 761-2100
(Name and address of
agent for service)
(302) 427-5892
(Telephone number,
including area code,
of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered (1) Share Price(2) Fee
---------------------------------------------------------------
Common 900,000 (2) $1,116,000 $295.00
Stock shares
$.001 par
value
- ------------------------------------------------------------------
(1) Relates only to additional shares registered hereby and
does not include the amount of the registration fee previously
paid in connection with the 1,800,000 shares of Common Stock
previously registered by that Registration Statement on Form S-8
filed with the Commission on November 30, 1998 (Reg. No. 333-
68129).
(2) Estimated pursuant to Rules 457(c) and (h) and General
Instruction E to Form S-8 solely for the purpose of calculating
the registration fee based on the average of the high and low
prices as reported on the Nasdaq Stock Market's National Market
on May 16, 2000.
=================================================================
<PAGE>
EXPLANATORY NOTE
This Registration Statement is being filed for the purpose
of increasing the number of shares of the Registrant's common
stock issuable pursuant to the same plan for which a Registration
Statement of the Registrant on Form S-8 is currently effective.
The Registrant's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on November 30, 1998
(No. 333-68129) is hereby incorporated by reference.
2
<PAGE>
Item 8. Exhibits.
(a) Exhibits.
Exhibit Description
----------- -----------------------------------------
4.1 1998 Stock Incentive Plan of Adams Golf,
Inc., as amended (filed herewith)
5.1 Opinion of Arter & Hadden LLP as to the
legality of the securities being
registered (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)
3
<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 17, 2000.
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 17,
2000.
Signatures Titles
- -------------------------- ----------------------------------------
/s/ B. H. Adams
- -------------------------- Chairman of the Board, Chief
B. H. (Barney) Adams Executive Officer and
President (Principal Executive Officer)
/s/ Darl P. Hatfield
- -------------------------- Senior Vice President-Finance and
Darl P. Hatfield Administration and Chief Financial
Officer
(Principal Financial and Accounting
Officer)
/s/ Richard H. Murtland
- -------------------------- Vice President-Research and
Richard H. Murtland Development, Secretary, Treasurer and
Director
/s/ Paul F. Brown, Jr.
- -------------------------- Director
Paul F. Brown, Jr.
/s/ Robert F. MacNally
- -------------------------- Director
Robert F. MacNally
/s/ Mark R. Mulvoy
- -------------------------- Director
Mark R. Mulvoy
/s/ Stephen R. Patchin
- -------------------------- Director
Stephen R. Patchin
/s/ John Simpson
- -------------------------- Director
John S. Simpson
4
<PAGE>
EXHIBIT INDEX
-------------
Exhibit Description
-------- -------------------------------------------
4.1 1998 Stock Incentive Plan of Adams Golf,
Inc., as amended (filed herewith)
5.1 Opinion of Arter & Hadden LLP as to the
legality of the securities being registered
(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)
5
EXHIBIT 4.1
ADAMS GOLF, INC.
1998 STOCK INCENTIVE PLAN
1. Purpose
The purpose of the ADAMS GOLF, INC. 1998 STOCK
INCENTIVE PLAN is to provide incentives and rewards for
Employees and Consultants of the Corporation and its
Subsidiaries (i) to support the execution of the
Corporation's business strategies and the achievement of its
goals and (ii) to associate the interests of Employees and
Consultants with those of the Corporation's stockholders.
2. Definitions
"Award" includes, without limitation, stock options
(including incentive stock options within the meaning of
Section 422 of the Code), stock appreciation rights,
restricted and performance shares, restricted and
performance share units, Performance Stock Awards, dividend
or equivalent rights, or other awards that are valued in
whole or in part by reference to, or are otherwise based on,
the Common Stock ("other Common Stock-based Awards"), all on
a stand alone, combination or tandem basis, as described in
Section 6 and granted pursuant to this Plan.
"Award Agreement" means a written agreement entered
into between the Corporation and a Participant setting forth
the terms and conditions of an Award made to such
Participant under this Plan, in the form prescribed by the
Committee.
"Board" means the Board of Directors of the
Corporation.
"Change of Control" shall have the meaning specified in
Section 12(b) hereof.
"Code" means the Internal Revenue Code of 1986, as
amended from time to time.
"Committee" means the Committee, if any, appointed by
the Board which shall consist of two or more members, each
of whom shall be an "outside director" within the meaning of
Section 162(m) of the Code and the applicable regulations
promulgated thereunder.
"Common Stock" means the common stock of the
Corporation, par value of $.001 per share.
"Consultants" means a consultant of the Corporation or
a Subsidiary.
"Corporation" means ADAMS GOLF, INC., a Delaware
corporation.
- --------------------
* As Amended at the 2000 Annual Meeting of
Stockholders on May 3, 2000.
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"Employee" means an employee of the Corporation or a
Subsidiary.
"ERISA" means the Employee Retirement Income Security
Act of 1974, as amended.
"Exchange Act" means the Securities Exchange Act of
1934, as amended.
"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 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.
"Negative Discretion" means other factors to be applied
by the Committee in reducing the number of restricted shares
to be issued pursuant to a Performance Stock Award if the
Performance Goals have been met or exceeded if, in the
Committee's sole judgment, such application is appropriate
in order to act in the best interests of the Corporation and
its stockholders. The Negative Discretion factors include,
but are not limited to, the achievement of measurable
individual performance objectives established by the
Committee and communicated to the Employee in advance of the
Performance Period, and competitive pay practices.
"Participant" means an Employee or a Consultant who has
been granted an Award under this Plan.
"Performance Goals" means, with respect to any
Performance Period, performance goals based on any of the
following criteria established by the Committee prior to the
beginning of such Performance Period or performance goals
based on any of the following criteria established by the
Committee after the beginning of such Performance Period
that, if appropriate, meet the requirements to be considered
pre-established performance goals under Section 162(m) of
the Code: earnings or earnings growth; return on equity,
assets or investment; sales; expenses; stock price; market
share; or any other performance goal established by the
Committee. Such Performance Goals may be particular to an
Employee or to a Consultant or the division, department,
branch, line of business, Subsidiary or other unit in which
the Employee works or
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<PAGE>
which has engaged the Consultant, or may be based on the
performance of the Corporation generally.
"Performance Period" means the period of time
designated by the Committee applicable to a Performance
Stock Award during which the Performance Goal(s) shall be
measured.
"Performance Stock Award" shall have the meaning
specified in Section 6(g).
"Plan" means this ADAMS GOLF, INC. 1998 STOCK INCENTIVE
PLAN.
"Plan Year" means a twelve-month period beginning with
January 1 of each year.
"Reporting Person" means an officer or director of the
Corporation, if any, subject to the reporting requirements
of Section 16 of the Exchange Act.
"Subsidiary" means 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.
3. Eligibility
Any Employee or Consultant selected by the Committee is
eligible to receive an Award.
4. Plan Administration
(a) This Plan shall be administered by the Committee;
provided, however, that if no Committee is appointed, the
Board shall administer this Plan and in such case all
references to the Committee shall be deemed references to
the Board. The Committee shall periodically make
determinations with respect to the participation of
Employees or Consultants in this Plan and, except as
otherwise required by law or this Plan, establish the grant
terms of Awards including vesting schedules, price,
performance standards (including Performance Goals), length
of relevant performance, restriction or option period,
dividend rights, post-retirement and termination rights,
payment alternatives such as cash, stock, contingent awards
or other means of payment consistent with the purposes of
this Plan, and such other terms and conditions as the
Committee deems appropriate. The Committee shall maintain
written minutes of its meetings including minutes regarding
Performance Goals established by the Committee, and any
certification regarding satisfaction of the Performance
Goals made pursuant to Section 7 hereof. Except as otherwise
required by this Plan, the Committee shall have authority to
interpret and construe the provisions of this Plan and the
Award Agreements and make determinations pursuant to any
Plan provision or Award Agreement, which shall be final and
binding on all persons.
Page 3
<PAGE>
(b) The Committee may designate persons other than its
members to carry out its responsibilities under such
conditions or limitations as it may set, other than its
authority with regard to Awards granted to Reporting
Persons.
5. Stock Subject To The Provisions Of This Plan
(a) The stock subject to the provisions of this Plan shall
either be shares of authorized but unissued Common Stock,
shares of Common Stock held as treasury stock or previously
issued shares of Common Stock reacquired by the Corporation,
including shares purchased on the open market. Subject to
adjustment in accordance with the provisions of Section 10,
and subject to Section 5(d), an aggregate of 2,700,000
shares of Common Stock shall be available for grants of
Awards (including, without limitation, Awards of restricted
and performance shares) under the Plan.
(b) Subject to adjustment in accordance with Section 10,
and subject to Section 5(a), the total number of shares of
Common Stock available for grants of Awards in any Plan Year
to any Participant shall not exceed 500,000.
(c) For purposes of calculating the total number of shares
of Common Stock available for grants of Awards, (i) the
grant of a performance or restricted share unit Award shall
be deemed to be equal to the maximum number of shares of
Common Stock which may be issued under the Award and (ii)
where the value of an Award is variable on the date it is
granted, the value shall be deemed to be the maximum
limitation of such Award. Awards payable solely in cash will
not reduce the number of shares of Common Stock available
for Awards granted under this Plan.
(d) There shall be carried forward and be available for
Awards under this Plan in each succeeding Plan Year, in
addition to shares of Common Stock available for grant under
paragraph (a) of this Section 5, all of the following: (i)
shares of Common Stock represented by Awards which have been
cancelled, forfeited, surrendered, terminated or expire
unexercised; and (ii) the excess amount of variable Awards
which become fixed at less than their maximum limitations.
6. Awards Under This Plan
As the Committee may determine, the following types of
Awards may be granted under this Plan to Employees or
Consultants on a stand alone, combination or tandem basis:
(a) Stock Option. A right to buy a specified number of
shares of Common Stock at a fixed exercise price during a
specified period of time (which shall not exceed ten (10)
years from the date of grant), all as the Committee may
determine; provided that the exercise price of any option
shall not be less than 100% of the Fair Market Value of the
Common Stock on the date of grant of the Award and,
notwithstanding the foregoing, in the case of a Participant
who owns stock
Page 4
<PAGE>
representing more than 10% of the total combined voting
power of all classes of stock of the Corporation or of its
parent or any subsidiary (as defined in Section 424 of the
Code) at the time an incentive stock option is granted, the
option price shall not be less than 110% of the fair market
value of the shares at the time the incentive stock option
is granted and such option shall not be exercisable more
than 5 years from its date of grant.
(b) Incentive Stock Option. An award in the form of a
stock option which shall comply with the requirements of
Section 422 of the Code or any successor Section as it may
be amended from time to time provided that no incentive
stock option shall be exercisable more than 10 years from
its date of grant and further provided that the aggregate
fair market value, determined as of the date of grant, of
the Common Stock as to which such incentive stock options
are exercisable for the first time by a Participant shall be
limited to $100,000 per calendar year. Non-qualified stock
options may be exercised by a Participant without regard to
the foregoing limitation.
(c) Stock Appreciation Right. A right to receive the
excess of the Fair Market Value of a share of Common Stock
on the date the stock appreciation right is exercised over
the Fair Market Value of a share of Common Stock on the date
the stock appreciation right was granted.
(d) Restricted and Performance Shares. A transfer of
shares of Common Stock to a Participant, subject to such
restrictions on transfer or other incidents of ownership, or
subject to specified performance standards, for such periods
of time as the Committee may determine.
(e) Restricted and Performance Share Unit. A fixed or
variable share or dollar denominated unit subject to
conditions of vesting, performance and time of payment as
the Committee may determine, which may be paid in shares of
Common Stock, cash or a combination of both.
(f) Dividend Or Equivalent Right. A right to receive
dividends or their equivalent in value in shares of Common
Stock, cash or in a combination of both with respect to any
new or previously existing Award.
(g) Performance Stock Awards. A right to receive
restricted shares (as defined in Section 6(d) hereof) that
shall not be issued until after the end of the related
Performance Period, subject to satisfaction of the
Performance Goals for such Performance Period.
(h) Other Common Stock-Based Awards. Other Common Stock-
based Awards which are related to or serve a similar
function to those Awards set forth in this Section 6.
In addition to granting Awards for purposes of
incentive compensation, Awards may also be made in tandem
with or in lieu of current or deferred compensation of a
Participant.
7. Performance Stock Awards.
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(a) Administration. Performance Stock Awards may be
granted either alone or in addition to other Awards granted
under this Plan. The Committee shall determine the Employees
or Consultants to whom Performance Stock Awards shall be
awarded for any Performance Period, the duration of the
applicable Performance Period, the number of restricted
shares to be awarded at the end of a Performance Period if
the Performance Goals are met (in whole or in part) or
exceeded and the terms and conditions of the Performance
Stock Award in addition to those contained in this Section 7.
(b) Payment of Award. After the end of a Performance
Period, the relevant financial performance during such
Performance Period shall be measured against the Performance
Goals. If the Performance Goals are not met, no restricted
shares shall be issued pursuant to the Performance Stock
Award. If the Performance Goals are met (in whole or in
part) or exceeded, the Committee shall certify that fact in
writing in the Committee minutes or elsewhere and certify
the number of restricted shares to be issued under each
Performance Stock Award in accordance with the related Award
Agreement. The Committee may, in its sole discretion, apply
Negative Discretion to reduce the number of restricted
shares to be issued under a Performance Stock Award.
(c) Requirement of Employment or Engagement. To be
entitled to receive a Performance Stock Award, a Participant
must remain in the continuous employment of or engagement by
the Corporation or a Subsidiary through the end of the
Performance Period, except that the Committee may provide
for partial or complete exceptions to this requirement as it
deems equitable in its sole discretion.
8. Other Terms and Conditions
(a) Assignability. Except to the extent, if any, as
may be permitted by the Code and rules promulgated under
Section 16 of the Exchange Act, (i) no Award shall be
assignable or transferable except by will, by the laws of
descent and distribution or pursuant to a qualified domestic
relations order as defined by the Code and (ii) during the
lifetime of a Participant, the Award shall be exercisable
only by such Participant or such Participant's guardian,
legal representative or assignee pursuant to a qualified
domestic relations order.
(b) Award Agreement. Each Award under this Plan shall
be evidenced by an Award Agreement.
(c) Rights As A Shareholder. Except as otherwise
provided herein or in any Award Agreement, a Participant
shall have no rights as a shareholder with respect to shares
of Common Stock covered by an Award until the date the
Participant or his nominee (which, for purposes of this
Plan, shall include any third party agent selected by the
Committee to hold such shares on behalf of a Participant),
guardian or legal representative is the holder of record of
such shares.
(d) No Obligation to Exercise. The grant of an Award
shall impose no obligation upon the Participant to exercise
the Award.
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<PAGE>
(e) Payments by Participants. The Committee may
determine that Awards for which a payment is due from a
Participant may be payable: (i) in U.S. dollars by personal
check, bank draft or money order payable to the order of the
Corporation, by money transfers or direct account debits;
(ii) through the delivery or deemed delivery based on
attestation to the ownership of shares of Common Stock with
a Fair Market Value equal to the total payment due from the
Participant; (iii) by a combination of the methods described
in (i) and (ii) above; or (iv) by such other methods as the
Committee may deem appropriate.
(f) Exercise of Stock Options by Employees.
(i) By an Employee During Continuous Employment.
An Employee who has been continuously
employed by the Corporation or a subsidiary
since the date the stock option was granted
is eligible to exercise all such options
which are then exercisable up to the
termination date of such options as provided
by the Committee at the time of grant. The
Committee will decide in each case, subject
to the limitations set forth in Section 422
of the Code applicable to incentive stock
options, to what extent leaves of absence for
government or military service, illness,
temporary disability, or other reasons shall
not for this purpose be deemed interruptions
of continuous employment.
(ii) By a Former Employee. An Employee who
terminates employment with the Corporation
and its subsidiaries for reasons other than
retirement, permanent and total disability or
death, must exercise all stock options
previously awarded on or prior to the date of
his termination of employment (but no later
than the termination date of such stock
options). A stock option may be exercised on
or prior to the date of such termination of
employment only for the number of shares for
which it could have been exercised at the
time the Employee terminated employment with
the Corporation and its subsidiaries. The
failure to exercise all stock options by a
Participant on or prior to the date of his
termination of employment will result in the
forfeiture of all unexercised options.
(iii)In Case of Retirement. Upon retirement (as
hereafter defined), the nonqualified stock
options of an Employee must be exercised
within one (1) year of such retirement and
the incentive stock options must be exercised
within three (3) months of such retirement
(but in either case no later than the
termination date of such option). For
purposes of the Plan, "retirement" shall mean
that the Employee as of the date of
termination of employment has attained age 62
with 10 years of continuous employment with
the Corporation and its subsidiaries. If the
Employee should die within the one (1) year
or three (3) month period following
retirement, as applicable, the provisions
contained in subsection (v) below shall
apply. The exercisability of all stock
options granted to such an Employee shall
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be accelerated and such options shall become
immediately exercisable without regard to the
number of shares for which it otherwise could
have been exercised on the date of
retirement.
(iv) In Case of Permanent and Total Disability.
If an Employee who was granted a stock option
terminates employment with the Corporation
and its subsidiaries because of permanent and
total disability and is eligible for benefits
under the Corporation disability plan, or
successor plan, upon termination of
employment, all stock options previously
awarded must be exercised within one (1) year
of such date of termination of employment
(but no later than the termination date of
such options). If the Employee should die
during such one (1) year period, as
applicable, the provisions contained in
subsection (v) below shall apply. The
exercisability of all stock options granted
to such an Employee shall be accelerated and
such options shall become immediately
exercisable without regard to the number of
shares for which it could otherwise have been
exercised on the date of termination of
employment.
(v) In Case of Death. If an Employee who was
granted a stock option dies while employed by
the Corporation or a subsidiary, or during
the one (1) year or three (3) month period
following retirement or during the one (1)
year period following termination of
employment due to permanent or total
disability, as applicable, all options
previously awarded must be exercised no later
than the termination date of such option by
the Employee's estate or by a person who
acquires the right to exercise such option by
bequest or inheritance. The exercisability
of all options granted to the deceased
Employee shall be accelerated and the options
shall become immediately exercisable without
regard to the number of shares for which it
otherwise could have been exercised on the
date of death of the Employee.
(vi) Committee Discretion. Notwithstanding the
foregoing, the Committee at the time of grant
of such Award may determine such effects of a
termination of employment or the termination
of an engagement with respect to any stock
option or other Award.
(g) Tax Withholding. The Corporation shall
have the right to withhold from any payments made under this
Plan, or to collect as a condition of payment, any taxes required
by law to be withheld. At any time when a Participant is required
to pay to the Corporation an amount required to be withheld
under applicable income tax laws in connection with a distribution
of shares of Common Stock pursuant to this Plan, the Participant
may satisfy this obligation in whole or in part by electing to have the
Corporation withhold from the amount of such distribution that whole
number of shares of Common Stock having a Fair Market Value equal
to the amount required to be withheld, and any remaining tax withholding
obligation shall be satisfied by an appropriate cash payment. The value
of the shares of Common Stock to be
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withheld shall be based on the Fair Market Value of the
Common Stock on the date that the amount of tax to be
withheld shall be determined (the "Tax Date"). Any such
election is subject to the following restrictions: (i) the
election must be made on or prior to the Tax Date; (ii) the
election must be irrevocable; and (iii) the election must be
subject to the disapproval of the Committee.
(h) Restrictions On Sale and Exercise. With respect
to Reporting Persons, and if and only if required to comply
with rules promulgated under Section 16 of the Exchange Act,
(i) no Award providing for exercise, a vesting period, a
restriction period or the attainment of performance
standards shall permit unrestricted ownership of shares of
Common Stock by the Participant for at least six months from
the date of grant, and (ii) shares of Common Stock acquired
pursuant to this Plan (other than shares of Common Stock
acquired as a result of the granting of a "derivative
security") may not be sold or otherwise disposed of for at
least six months after acquisition.
(i) Requirements of Law. The granting of Awards and
the issuance of shares of Common Stock upon the exercise of
Awards shall be subject to all applicable requirements
imposed by federal and state securities and other laws,
rules and regulations and by any regulatory agencies having
jurisdiction, and by any stock exchanges or trading or
quotation systems upon which the Common Stock may be listed.
As a condition precedent to the issuer of shares of Common
Stock pursuant to the grant or exercise of an Award, the
Corporation may require the Participant to take any
reasonable action to meet such requirements.
9. Amendments
(a) Except as otherwise provided in this Plan, the Board
may at any time terminate and, from time to time, may amend
or modify this Plan. Any such action of the Board may be
taken without the approval of the Corporation's
stockholders, but only to the extent that such shareholder
approval is not required by applicable law or regulation.
(b) No amendment, modification or termination of this Plan
shall in any manner adversely affect any Awards theretofore
granted to a Participant under this Plan without the consent
of such Participant.
10. Recapitalization
The aggregate number of shares or securities as to
which Awards may be granted to Participants, the number of
shares or securities thereof covered by each outstanding
Award, and the price per share or security thereof in each
such Award, shall all be proportionately adjusted for any
increase or decrease in the number of issued shares of
Common Stock resulting from a stock split, stock dividend,
combination or exchange of shares, exchange for other
securities, reclassification, reorganization, redesignation,
spinoff, split off, merger, consolidation,
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recapitalization or other such change. Any such adjustment
may provide for the elimination of fractional shares.
11. No Right to Employment or Engagement
No person shall have any claim or right to be granted
an Award, and the grant of an Award shall not be construed
as giving a Participant the right to be retained in the
employ of or under contract with the Corporation or a
Subsidiary. Nothing in this Plan shall interfere with or
limit in any way the right of the Corporation or any
Subsidiary to terminate any Participant's employment or
engagement at any time, nor confer upon any Participant any
right to continue in the employ of or under contact with the
Corporation or any Subsidiary.
12. Change of Control
1. Notwithstanding anything contained in this Plan or
any Award Agreement to the contrary, in the event of a
Change of Control, as defined below, the following may, in
the sole discretion of the Committee, occur with respect to
any and all Awards outstanding as of such Change of Control:
(a) automatic maximization of performance
standards, lapse of all restrictions and acceleration of any
time periods relating to the exercise, realization or
vesting of such Awards so that such Awards may be
immediately exercised, realized or vested in full on or
before the relevant date fixed in the Award Agreement;
(b) performance shares or performance units shall
be paid entirely in cash;
(c) upon exercise of a stock option or an
incentive stock option (collectively, an "Option")
during the 60-day period from and after the date of a
Change of Control, the Participant exercising the
Option 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, 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 of an Option held by a Participant who is a
Reporting Person, such Option shall be cancelled in
exchange for a cash payment to the Participant 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 12(a)(iii) 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
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<PAGE>
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);
(d) if a Participant's employment or engagement
terminates for any reason other than retirement or
death following a Change of Control, any Options held
by such Participant may be exercised by such
Participant until the earlier of three months after the
termination of employment or engagement or the
expiration date of such Options: and
(e) all Awards become non-cancellable.
2. A "Change of Control" of the Corporation
shall be deemed to have occurred upon the happening of any
of the following events:
(a) 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 of
its Subsidiaries, 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;
(b) individuals who, as of January 1, 1998,
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
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 Exchange Act); or
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<PAGE>
(c) 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, or a complete
liquidation or dissolution of the Corporation or of the
sale or other disposition of all or substantially all
of the assets of the Corporation.
13. Governing Law
To the extent that federal laws do not otherwise
control, this Plan shall be construed in accordance with and
governed by the law of the State of Delaware.
14. Indemnification
Each person who is or shall have been a member of the
Committee or of the Board shall be indemnified and held
harmless by the Corporation against and from any loss, cost,
liability or expense that may be imposed upon or reasonably
incurred by him in connection with or resulting from any
claim, action, suit or proceeding to which he may be a party
or in which he may be involved by reason of any action taken
or failure to act under this Plan and against and from any
and all amounts paid by him in settlement thereof, with the
Corporation's approval, or paid by him in satisfaction of
any judgment in any such action, suit or proceeding against
him, provided he shall give the Corporation an opportunity,
at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The
foregoing right of indemnification shall not be exclusive of
any other rights of indemnification to which such persons
may be entitled under the Corporation's Certificate of
Incorporation or Code of Regulations, as a matter of law, or
otherwise, or any power that the Corporation may have to
indemnify them or hold them harmless.
15. Savings Clause
This Plan is intended to comply in all aspects with
applicable law and regulation, including, with respect to
those Participants who are Reporting Persons, Rule 16b-3
under the Exchange Act. In case any one or more of the
provisions of this Plan shall be held invalid, illegal or
unenforceable in any respect under applicable law and
regulation (including Rule 16b-3), the validity, legality
and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby and the invalid,
illegal or unenforceable provision shall be deemed
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<PAGE>
null and void; however, to the extent permissible by laws,
any provision which could be deemed null and void shall
first be construed, interpreted or revised retroactively to
permit this Plan to be construed in compliance with all
applicable laws (including Rule 16b-3) so as to foster the
intent of this Plan. Notwithstanding anything in this Plan
to the contrary, the Committee, in its sole and absolute
discretion, may bifurcate this Plan so as to restrict, limit
or condition the use of any provision of this Plan to
Participants who are Reporting Persons without so
restricting, limiting or conditioning this Plan with respect
to other Participants.
16. Effective Date and Term
The effective date of this Plan is February 26, 1998,
subject to its approval by the Corporation's stockholders at
their next annual meeting or at any adjournment thereof,
within twelve months following the date of its adoption by
the Board. This Plan shall remain in effect for ten (10)
years from the date the Plan is adopted or the date the Plan
received stockholder approval, whichever is earlier unless
terminated earlier by the Board as provided herein.
Page 13
EXHIBIT 5.1
ARTER & HADDEN LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201
Tel: 214.761.2100
Fax: 214.741.7139
May 17, 2000
Board of Directors
Adams Golf, Inc.
2801 East Plano Parkway
Plano, Texas 75074
Re: Adams Golf, Inc.
Registration Statement on Form S-8
1998 Stock Incentive Plan
Gentlemen:
We have acted as counsel to Adams Golf, Inc., a Delaware corpora
tion (the "Company"), in connection with the preparation and
filing of a Registration Statement on Form S-8 (the
"Registration Statement") to be filed with the Securities
and Exchange Commission on or about May 17, 2000, under the
Securities Act of 1933, as amended (the "Securities Act"),
relating to 900,000 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") that may be granted in the future under the 1998
Stock Incentive Plan of Adams Golf, Inc. (the "Plan").
You have requested the opinion of this firm with respect to cert
ain 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; (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 agreements used in connection with
grants under the Plan; and (5) 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 Articles of
<PAGE>
Incorporation, the Bylaws, minutes, records, resolutions
and other documents or writings of 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 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 the Options is actually received by the
Company as provided in Plan, 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 a
n expression of professional judgment and not a guarantee 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 Delaware General
Corporation Law as in effect on the date hereof.
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.
Respectfully submitted,
ARTER & HADDEN LLP
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 LLP
KPMG LLP
Dallas, Texas
May 17, 2000
