SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 2)*
Adams Golf, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
006228209
(CUSIP Number)
Wilmot B. Harkey
Nantahala Capital Management,
LLC
100 First Stamford
Place, 2
nd
Floor
Stamford, CT 06902
(203)909-6431
(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
May 8, 2012
(Date of Event which Requires
Filing of this Statement)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
¨
*The remainder of this
cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
and Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes.)
(Continued on following
page(s))
1.
|
name
of reporting persons
Nantahala Capital Management, LLC
|
2.
|
check
the appropriate box if a member of a group*
(a)
£
(b)
S
|
3.
|
sec
use only
|
4.
|
source
of funds*
AF
|
5.
|
check
box if disclosure of legal proceeding is required pursuant to items
2(d) or 2(e)
£
|
6.
|
citizenship
or place of organization
United States
|
number
of shares beneficially owned by each reporting person with
|
7.
|
sole
voting power
313,960
|
8.
|
shared
voting power
0
|
9.
|
sole
dispositive power
313,960
|
10.
|
shared
dispositive power
0
|
11.
|
aggregate
amount beneficially owned by each reporting person
313,960
|
12.
|
check
box if the aggregate amount in row (11) excludes certain shares*
£
|
13.
|
percent
of class represented by amount in row (11)
3.927%
|
14.
|
type
of reporting person*
IA
|
|
Item 1.
|
Security and Issuer.
|
This statement relates to the Common Stock
of Adams Golf, Inc. The address of the principal executive offices of the Issuer is 2801 E. Plano Pkwy., Plano, Texas,
75074.
|
Item 2.
|
Identity and Background.
|
|
(a)
|
The name of the Reporting Person is Nantahala Capital Management, LLC (“NCM” or the “Reporting Person”).
|
The Reporting Person is the general
partner and/or the investment manager of the following entities (each, an “Investment Vehicle,” collectively the “Investment
Vehicles”), and in such capacity exercises voting and dispositive power over the securities beneficially owned by each of
them.
Nantahala Capital Partners Limited
Partnership
Nantahala Capital Partners II Limited
Partnership
Nantahala Capital Partners CL Limited
Partnership
Blackwell Partners LLC
Silver Creek CS SAV, LLC
Set forth in the attached Annex
A and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons
of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal
occupation, citizenship and principal place of business of each Covered Person.
|
(b)
|
The principal business address of the Reporting Person is:
|
100 First Stamford Place, 2
nd
Floor
Stamford, CT 06902
|
(c)
|
The principal business of the Reporting Person is the performance of investment management and advisory services. The
principal business of the Investment Vehicles is investment in securities.
|
|
(d)
|
The Reporting Person, nor to the best of its knowledge, none of the Covered Persons, has, in the last five years, been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
|
|
(e)
|
The Reporting Person, nor to the best of its knowledge, any persons listed in the Annex hereto, has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violations with respect to such laws.
|
|
(f)
|
The place of organization of the Reporting Person is as follows:
|
Nantahala Capital Management, LLC is a Massachusetts
limited liability company.
The citizenship of each Covered
Person is set forth on the attached Annex A and incorporated herein by reference.
|
Item 3.
|
Source and Amount of Funds or Other Consideration.
|
The securities to which this statement relates
were acquired by the Reporting Person using the funds of each Investment Vehicle as follows:
Nantahala Capital Partners Limited
Partnership: $182,485
Nantahala Capital Partners II Limited
Partnership: $1,545,736
Nantahala Capital Partners CL Limited
Partnership: $388,184
Blackwell Partners LLC: $0
Silver Creek CS SAV, LLC: $0
|
Item 4.
|
Purpose of Transaction.
|
The Reporting Person acquired the securities
to which this statement relates for investment purposes and does not have a present intent to acquire or influence control over
the business of the Issuer. The Reporting Person may, from time to time, dispose of some or all of such securities, acquire additional
securities of the Issuer, or continue to hold such securities, depending on business and market conditions, the Reporting Person’s
continuing evaluation of the business and prospects of the Issuer and other factors. The Reporting Person does not have
any current plans, proposals or negotiations that relate to or would result in any of the matters referred to in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
The Reporting Person filed its initial statement
on a Schedule 13G filed on July 22, 2011, having acquired more than 5% ownership of the Issuer’s outstanding class of Common
Stock on July 14, 2011 (the “Initial Statement”). The Reporting Person became obliged to file Schedule 13D on November
28, 2011, and filed its first amendment on January 10, 2012 to report changes in its ownership amounts. The Reporting Person files
this second amended statement to indicate that its ownership is below 5% of the Issuer’s Common Stock, as indicated in response
to Item 5, below.
|
Item 5.
|
Interest in Securities of the Issuer.
|
The percentages of the class of securities
set forth below are based on
7,995,511
shares of the Issuer’s Common Stock outstanding
as stated in the Issuer’s Form 10-K/A filed on April 30, 2012.
|
(a)
|
The aggregate number and percentage of the class of securities beneficially owned by each Reporting Person is as follows:
|
313,960
shares (3.927%)
|
(b)
|
The number of shares as to which each Reporting Person has:
|
(i) Sole power to vote or to
direct the vote:
313,960
shares (3.927%)
(ii) Shared power to
vote or to direct the vote:
0 shares (0%)
(iii) Sole power to dispose
or to direct the disposition of:
313,960
shares (3.927%)
(iv) Shared power to
dispose or to direct the disposition of:
0 shares (0%)
|
(c)
|
During the past sixty days, the Reporting Person effected the transactions in the Issuer’s securities (all of which transactions
were purchases effected in the open market):
|
Date
|
Transaction
|
Quantity
|
Cost Per Share
|
05/08/2012
|
Sell
|
342,517
|
10.75
|
|
(d)
|
Except as set forth in this Schedule 13D, no person other than (i) the Reporting Person and (ii) limited partners and other
beneficial owners of interests in the reporting persons (none of whose interests relate to more than 5% of the Issuer’s Common
Stock) is known to have the right to receive, or the power to direct the receipt of, dividends from, or proceeds from the sale
of, the securities to which this statement relates.
|
|
Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
None.
|
Item 7.
|
Material to be Filed as Exhibits.
|
None.
SIGNATURE
After reasonable inquiry and to the best
of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: May 9, 2012
|
Nantahala Capital Management, LLC
|
|
|
|
|
|
By:
|
/s/ Wilmot B. Harkey
|
|
|
|
Wilmot B. Harkey
Managing Member
|
|
MANAGERS AND GENERAL PARTNERS
OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES
The following sets forth the name, principal
occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing
members or controlling persons (the “Covered Persons”) of the Reporting Person and the Investment Vehicles indicated
below:
Nantahala Capital Management, LLC
Name
|
Title or Relationship with Reporting Person
|
Principal Occupation or Employment
|
Citizenship or Jurisdiction of Organization
|
Principal Place of Business
|
Wilmot B. Harkey
|
Managing Member
|
Investment Management
|
United States
|
(1)
|
Daniel J. Mack
|
Managing Member
|
Investment Management
|
United States
|
(1)
|
Nantahala Capital Partners Limited Partnership
Name
|
Title or Relationship with Investment Vehicle
|
Principal Occupation or Employment
|
Citizenship or Jurisdiction of Organization
|
Principal Place of Business
|
Nantahala Capital Management, LLC
|
General Partner
|
Investment Management
|
Massachusetts
|
(1)
|
Nantahala Capital Partners II Limited
Partnership
Name
|
Title or Relationship with Investment Vehicle
|
Principal Occupation or Employment
|
Citizenship or Jurisdiction of Organization
|
Principal Place of Business
|
Nantahala Capital Management, LLC
|
General Partner
|
Investment Management
|
Delaware
|
(1)
|
Nantahala Capital Partners CL Limited
Partnership
Name
|
Title or Relationship with Investment Vehicle
|
Principal Occupation or Employment
|
Citizenship or Jurisdiction of Organization
|
Principal Place of Business
|
Nantahala Capital Management, LLC
|
General Partner
|
Investment Management
|
Delaware
|
(1)
|
Blackwell Partners LLC
Name
|
Title or Relationship with Investment Vehicle
|
Principal Occupation or Employment
|
Citizenship or Jurisdiction of Organization
|
Principal Place of Business
|
Wilmot B. Harkey
|
Investment Manager
|
Investment Management
|
United States
|
(1)
|
Daniel J. Mack
|
Investment Manager
|
Investment Management
|
United States
|
(1)
|
Silver Creek CS SAV, LLC
Name
|
Title or Relationship with Investment Vehicle
|
Principal Occupation or Employment
|
Citizenship or Jurisdiction of Organization
|
Principal Place of Business
|
Wilmot B. Harkey
|
Investment Manager
|
Investment Management
|
United States
|
(1)
|
Daniel J. Mack
|
Investment Manager
|
Investment Management
|
United States
|
(1)
|
(1) The address of the principal
place of business of each of the Covered Persons is 100 First Stamford Place, Second Floor, Stamford, Connecticut 06902
Adams Golf, Inc. (MM) (NASDAQ:ADGF)
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