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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 29, 2006
Adams Golf, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware 000-24583 75-2320087
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
300 Delaware Avenue, Suite 572
Wilmington, Delaware 19801
(Address of Principal Executive (Zip Code)
Offices)
Registrant's telephone number, including area code: (302) 427-5892
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions (see General
Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under
the Exchange Act (17 CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
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On March 29, 2006, we entered into a Change of Control Agreement
(the "Agreement") with Eric Logan, our Chief Financial Officer. The
term of the Agreement runs for two years from the date of the Agreement.
Pursuant to the Agreement, if Mr. Logan's employment with our company is
terminated pursuant to a Sale Termination or Change of Control
Termination, all unpaid salary owed to Mr. Logan will accrue and we must
provide Mr. Logan will all salary, benefits and expense reimbursements
to which Mr. Logan would otherwise be entitled through and including the
date of his termination.
Under the Agreement, a "Sale Termination" means Mr. Logan is
terminated without cause (as defined in the Agreement) and at the time
of termination, one or both of the following are imminently anticipated
or actually takes place: (i) the sale or transfer of a majority of the
capital stock of our company to an unaffiliated entity; or (ii) the sale
of substantially all of the assets of our company to an unaffiliated
entity. A "Change of Control Termination" means Mr. Logan is terminated
without cause and one or both of the following are imminently
anticipated or actually takes place: (i) a person becomes the direct or
indirect beneficial owner (as defined in Rule 13d-3 under the Securities
Exchange Act of 1934, as amended) of securities of our company
representing 51% or more of the combined voting power of our company's
then outstanding securities; or (ii) our stockholders approve a merger,
consolidation, sale or disposition of substantially all of our assets,
or a plan of liquidation or dissolution of our company.
A "termination" is defined in the Agreement as meaning any of the
following:
* a reduction in Mr. Logan's base salary;
* a relocation of Mr. Logan's principal place of business to any
location not within the greater Dallas/Fort Worth metropolitan
area;
* assignment to Mr. Logan of any duties inconsistent with and
inferior to the position with our company that he held
immediately prior to the execution of the Agreement, or a
significant adverse alteration in the nature or status of Mr.
Logan's responsibilities or the conditions of Mr. Logan's
employment from those in effect immediately prior to the
execution of the Agreement;
* failure by our company to continue in effect any compensation
plan in which Mr. Logan participates immediately prior to the
execution of the Agreement that is material to Mr. Logan's
total compensation including, without limitation, the Adams
Golf, Inc. 2002 Equity Incentive Plan, or similar agreement,
or our failure to continue Mr. Logan's participation in any
such compensation plan on a basis at least as favorable as
that which existed at the time of execution of the Agreement;
* failure by our company to continue to provide Mr. Logan with
benefits substantially similar at a substantially similar cost
to those enjoyed by him under any of our life insurance,
medical, health and accident, or disability plans in which Mr.
Logan was participating at the execution of the Agreement, or
the taking of any action by our company which would directly
or indirectly materially reduce any of such benefits or
deprive Mr. Logan of any material fringe benefit enjoyed by
him at the execution of the Agreement;
* the firing or laying off of Mr. Logan; or
* any material breach of the Agreement by our company or our
successors.
Mr. Logan will also provide us with a general release upon his
termination in exchange for the following:
* payment of base salary for the nine month period following his
termination;
* substantially equal medical benefits for the six month period
following his termination;
* immediate vesting of any stock options granted under the Adams
Golf, Inc. 2002 Equity Incentive Plan or similar plan, and Mr.
Logan will have 120 days following termination to exercise
such options; and
* immediate vesting of any stock options agreed to in Mr.
Logan's Executive Employment Agreement that have not been
granted, and he will have 120 days following termination to
exercise such options.
Any of the above listed payments owed to Mr. Logan may be offset by
any severance payments paid to him by our company or our successor. In
the event of a Sale Termination or Change of Control Termination, Mr.
Logan is not required to mitigate his payments or benefits by securing
other employment. If a Sale or Change of Control Termination does not
occur during the term of the Agreement, the Agreement will expire.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
ADAMS GOLF, INC.
Date: March 31, 2006 By: /s/ Eric Logan
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Eric Logan
Chief Financial Officer
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