SJ INVESTMENTS 13D/A 05-23-07
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Amendment
No. 1
Under
the
Securities Exchange Act of 1934
ADAMS
GOLF, INC.
(Name
of
Issuer)
Common
Stock, par value $.001 per share
(Title
of
Class of Securities)
006228-10-0
(CUSIP
Number)
Linda
Crouch-McCreadie
Baker,
Donelson, Bearman, Caldwell & Berkowitz,
PC
207
Mockingbird Lane, Suite 300
Johnson
City, Tennessee 37602
(423)928-0181
--------------------------------------------------------------------------------
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
May
23,
2007
--------------------------------------------------------------------------------
(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 ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
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 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).
CUSIP
NO.
006228-10-0
1.
Name
of Reporting Persons. S.S. or I.R.S. Identification Nos. of above
persons
John M. Gregory
2.
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3.
SEC
Use Only
4.
Source
of Funds (See
Instructions)
00
5.
Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
6.
Citizenship or Place of
Organization
United States of America
| Number
of Shares |
7. |
Sole
Voting Power
|
1,198,500
|
| Beneficially
Owned by Each |
8.
|
Shared
Voting Power |
0
|
| Reporting
Person |
9. |
Sole
Dispositive Power |
1,198,500
|
| With |
10. |
Shared
Dispositive Power |
0
|
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,500
12.
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13.
Percent of Class Represented by Amount in
Row (11) 4.9993%
14.
Type
of Reporting Person (See
Instructions)
IN
CUSIP
NO.
006228-10-0
1.
Name
of Reporting Persons. S.S. or I.R.S. Identification Nos. of above
persons
Joan P. Gregory
2.
Check
the Appropriate Box if a Member of a Group (See Instructions) (a)
(b)
X
3.
SEC
Use Only
4.
Source
of Funds (See
Instructions)
00
5.
Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
6.
Citizenship or Place of
Organization
United States of America
| Number
of Shares |
7. |
Sole
Voting Power
|
1,198,500
|
| Beneficially
Owned by Each |
8.
|
Shared
Voting Power |
0
|
| Reporting
Person |
9. |
Sole
Dispositive Power |
1,198,500
|
| With |
10. |
Shared
Dispositive Power |
0
|
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,500
12.
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13.
Percent of Class Represented by Amount in
Row (11) 4.9993%
14.
Type
of Reporting Person (See
Instructions)
IN
CUSIP
NO.
006228-10-0
1.
Name
of Reporting Persons. S.S. or I.R.S. Identification Nos. of above
persons
Susan Gregory
2.
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
X
3.
SEC
Use Only
4.
Source
of Funds (See
Instructions)
00
5.
Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
6.
Citizenship or Place of
Organization
United States of America
| Number
of Shares |
7. |
Sole
Voting Power
|
1,198,500
|
| Beneficially
Owned by Each |
8.
|
Shared
Voting Power |
0
|
| Reporting
Person |
9. |
Sole
Dispositive Power |
1,198,500
|
| With |
10. |
Shared
Dispositive Power |
0
|
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,500
12.
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13.
Percent of Class Represented by Amount in
row (11)
4.9993%
14.
Type
of Reporting Person (See
Instructions)
IN
CUSIP
NO.
006228-10-0
1.
Name
of Reporting Persons. S.S. or I.R.S. Identification Nos. of above
persons
James M.
Gregory
2.
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3.
SEC
Use Only
4.
Source
of Funds (See
Instructions)
00
5.
Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
6.
Citizenship or Place of
Organization
United States of America
| Number
of Shares |
7. |
Sole
Voting Power
|
1,198,500
|
| Beneficially
Owned by Each |
8.
|
Shared
Voting Power |
0
|
| Reporting
Person |
9. |
Sole
Dispositive Power |
1,198,500
|
| With |
10. |
Shared
Dispositive Power |
0
|
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,500
12.
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13.
Percent of Class Represented by Amount in
Row (11) 4.9993%
14.
Type
of Reporting Person (See
Instructions)
IN
CUSIP
NO.
006228-10-0
1.
Name
of Reporting Persons. S.S. or I.R.S. Identification Nos. of above
persons SJ
Strategic Investments LLC
30-0060195
2.
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) X
3.
SEC
Use Only
4.
Source
of Funds (See
Instructions)
WC
5.
Check
if Disclosure of Legal Proceedings Is Required Pursuant to
Items
2(d) or 2(e)
6.
Citizenship or Place of
Organization
Tennessee
| Number
of Shares |
7. |
Sole
Voting Power
|
1,198,500
|
| Beneficially
Owned by Each |
8.
|
Shared
Voting Power |
0
|
| Reporting
Person |
9. |
Sole
Dispositive Power |
1,198,500
|
| With |
10. |
Shared
Dispositive Power |
0
|
11.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,198,500
12.
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
13.
Percent of Class Represented by Amount in
Row (11) 4.9993%
14.
Type
of Reporting Person (See
Instructions)
IN
This
Amendment No. 1 to the related Schedule 13D is being filed to reflect the sale
of shares of Common Stock (as defined below) of the Issuer (as defined
below).
Item
1.
Security and Issuer.
The
title and class of equity securities to which this statement relates
is the Common Stock, $0.001 par value (the "Common Stock"), of Adams Golf,
Inc.
(the "Issuer"). The Issuer's principal executive offices are located at
300 Delaware Avenue, Suite 572, Wilmington, Delaware
19801.
Item
2.
Identity and Background.
(a)
This report is being filed by John M. Gregory and Joan P. Gregory, husband
and
wife, Susan Gregory, James M. Gregory and SJ Strategic Investments LLC
(collectively, the "Reporting Persons"). SJ Strategic Investments LLC
("SJSI") is a Tennessee limited liability company which has a principal business
of engaging in investment activities. The members of SJSI are John M.
Gregory, Joan P. Gregory, Susan Gregory and James M. Gregory. Susan
Gregory and James M. Gregory are the children of John M. Gregory and Joan P.
Gregory.
(b)
The address for the Reporting Persons and the principal business
office for SJSI is:
SJ Strategic Investments LLC
340
Edgemont Avenue, Suite 200
Bristol, TN 37620
(c)
John M. Gregory is the Managing Member of SJSI. Joan P. Gregory is a
homemaker and is not presently employed in any other capacity. Susan
Gregory is the Chief Investment Officer for SJSI. James M. Gregory is a
full-time student.
(d)and(e)
None of the Reporting Persons has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) 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 activities subject to, federal or state securities
laws or finding any violation of such laws.
(f) John
M.
Gregory, Joan P. Gregory, Susan Gregory and James M. Gregory are citizens
of the
United States of America.
Item
3.
Source and Amount of Funds or Other Consideration.
Not applicable.
Item
4. Purpose
of Transaction.
The
Reporting Persons have acquired the shares of Common Stock for investment
purposes and may acquire additional shares, or dispose of some or all of
the
shares of Common Stock, from time to time, depending upon price and market
conditions, evaluation of alternative investments and other factors. The
Reporting Persons intend to review on a continuing basis their investment
in the
Common Stock, the Issuer's business affairs and financial condition, as well
as
conditions in the securities markets and general economic and industry
conditions.
None
of the Reporting Persons has any plan or
proposal which relates to or which would result in:
| (a) |
An
extraordinary corporate transaction, such as a merger, reorganization
or
liquidation, involving the Issuer; |
| (b) |
The
sale or transfer of a material amount of assets of the
Issuer; |
| (c) |
Any
change in the present Board of Directors or management of the Issuer,
including any plans or proposals to change the number or terms
of
Directors or to fill any existing vacancies on the Board; |
| (d) |
Any
material change in the present capitalization or dividend policy
of the
Issuer; |
| (e) |
Any
other material change in the Issuer's business or corporate structure; |
| (f) |
Changes
in the Issuer's Articles of Incorporation, Bylaws or other actions
which
may impede the acquisition or control of the Issuer by any
person; |
| (g) |
Causing
a class of securities of the Issuer to be delisted from a national
securities exchange or to cease to be authorized to be quoted in
an
interdealer quotation system of a registered national securities
association; |
| (h) |
A
class of equity securities of the Issuer becoming eligible for
termination
of registration pursuant to Section 12(g) (4) of the Exchange Act;
or |
| (i) |
Any
action similar to any of those enumerated
above. |
Item
5. Interest
in Securities of Issuer
| (a) |
The
calculations in this Item are based upon 24,002,349 shares of Common
Stock issued and outstanding as of May 4, 2007 (based on
disclosures made by the Issuer in its Quarterly Report on Form
10-Q filed
on May 9, 2007) . As of the date hereof, the Reporting Persons
beneficially owned 1,198,500 shares or 4.9993% of the outstanding
shares of Common Stock of the Issuer. The foregoing calculation
is made
pursuant to Rule l3d-3 promulgated under the
Act.
|
| (b) |
SJSI
has the sole power to vote or direct the vote of 1,198,500 shares and
the sole power to dispose or direct the disposition of 1,198,500
shares. Because John M. Gregory controls all of the voting interests
of
SJSI with respect to the securities, he may be deemed to have the
sole
power to vote and direct the vote of 1,198,500 shares and the sole
power to dispose and direct the disposition of 1,198,500
shares. Neither Joan P. Gregory, Susan Gregory nor James M.
Gregory presently have the power to dispose, direct the disposition,
vote
or direct the vote of shares of Common Stock held by SJSI. However,
they
may be deemed to indirectly beneficially own shares of Common Stock
of the
Issuer held by SJSI due to their financial interests in
SJSI.
|
| (c) |
During
the 60 day period ended as of the date hereof, the Reporting Persons
have
engaged in the following
transactions:
|
| Transaction
|
Date |
No.
of Shares
|
Average
Price Per Share
|
| Sale |
5/23/07
|
12,000
|
2.0203
|
(d) The
Reporting Persons affirm that no other person has the right to receive or
the
power to direct the receipt of dividends from, or the proceeds from the sale
of,
the shares of the Issuer’s Common Stock beneficially owned by the Reporting
Persons.
Item
6. Contracts, Arrangements, Understandings or Relationships With Respect
to
Securities of the Issuer.
The
Reporting Persons do not have any contract, arrangement, understandings or
relationships with respect to securities of the Issuer.
Item
7. Material
to be Filed as Exhibits.
None
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief,certify that
the
information set forth in this statement is true, complete and
correct.
Date: May
23, 2007
/s/
John M. Gregory
John
M.
Gregory
/s/
Joan P. Gregory
Joan
P.
Gregory
/s/
Susan Gregory
Susan
Gregory
/s/
James M. Gregory
James
M.
Gregory
SJ
Strategic Investments LLC
By:
/s/
John M. Gregory
John
M.
Gregory
Its:
Managing Member