UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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, 2007 |
Ashworth, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 001-14547 | 84-1052000 |
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_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 2765 Loker Avenue West, Carlsbad, California | 92010 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 760-438-6610 |
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:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] 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))
Item 8.01 Other Events.
On March 29, 2007, Ashworth, Inc. (the "Company") and Callaway Golf Company ("Callaway") entered into a second amendment to the license agreement between the Company and Callaway, dated May 14, 2001 (the "License Agreement"), under which the Company designs, produces and markets golf-related apparel bearing Callaway trademarks. Among other things, the second amendment to the License Agreement clarified the relationship of the parties in certain respects, updated the licensed trademarks to reflect Callaway’s current product lineup and changed the territories in which the Company may market products under the License Agreement.
The foregoing description of the second amendment to the License Agreement is qualified in its entirety by the terms of such amendment, which is filed as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.
On December 3, 2007, the Company and Callaway entered into a third amendment to the License Agreement. Among other things, the third amendment created a new mid-price retail channel, with new trademarks for use in that channel, and changed the royalty payments owed to Callaway to a flat percentage of net sales of products sold under the License Agreement. Under the third amendment, the Company will pay royalties at two separate rates, one for the mid-price channel and another for all other sales channels. The flat royalty rates replaced the tiered royalty rates formerly paid by the Company.
The foregoing description of the third amendment to the License Agreement is qualified in its entirety by the terms of such amendment, which is filed as Exhibit 99.2 to this Form 8-K and is incorporated herein by reference
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
The following exhibits are furnished with this Current Report on Form 8-K:
Exhibit No. Description of Exhibit
99.1* Second Amendment to License Agreement, effective March 29, 2007, by and between Ashworth, Inc. and Callaway Golf Company.
99.2* Third Amendment to License Agreement, effective December 3, 2007, by and between Ashworth, Inc. and Callaway Golf Company.
* Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission.
SIGNATURES
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.
| Ashworth, Inc. | ||||
| December 7, 2007 | By: |
/s/ Greg W. Slack
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| Name: Greg W. Slack | ||||
| Title: Chief Financial Officer and Principal Accounting Officer | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Second Amendment to License Agreement, effective March 29, 2007, by and between Ashworth, Inc. and Callaway Golf Company. Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission | |
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99.2
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Third Amendment to License Agreement, effective December 3, 2007, by and between Ashworth, Inc. and Callaway Golf Company. Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment filed separately with the Securities and Exchange Commission. |