Ashworth, Inc. (NASDAQ:ASHW), a leading designer ofgolf-inspired lifestyle sportswear, today announced that the Board ofDirectors of Ashworth, Inc. (the "Board") appointed a new outsidedirector to the Company's Board effective January 1, 2006.
The Company's Board approved the appointment of Mr. Detlef Adlerto serve as Director effective January 1, 2006. Mr. Adler will standfor election at the Company's Annual Meeting of Stockholders scheduledfor March 2006. The Company's Corporate Governance and NominatingCommittee is in the process of searching for two or three directorswho possess the desired skill sets designed to enhance the diversityof experience on the Company's Board of Directors. Mr. Adler brings tothe Board several of these desired skill sets. First, Mr. Adler hasextensive supply chain related experience. Second, he is the CEO ofSeidensticker Group ("Seidensticker"), an international apparelcompany domiciled in Germany, and third, he represents Seidensticker,which is a beneficial shareholder of approximately 5.4% of theCompany's outstanding common stock at October 31, 2005.
Mr. Adler, 47, is CEO of Seidensticker which is a supplier ofwoven shirts to Ashworth as well as a major shareholder. Mr. Adler hasbeen with Seidensticker since 1994 and served as the CFO from 1994 to1996 when he was named the CEO. From 1989 to 1994, he served as theDirector of Finance for Goldwell AG, which at the time was asubsidiary of Kao Corp. Japan. He was responsible for thefinance-related function of all international subsidiaries forGoldwell.
To accommodate the election of Mr. Adler, the Board also adopted aresolution to increase the authorized number of directors on theBoard. Effective as of January 1, 2006, the exact number of directorsof the Company was increased from six to seven.
After the effective date of Mr. Adler's appointment, the Boardwill have seven directors comprised of six independent directors (asdetermined in accordance with NASDAQ's independence requirements) andone employee director. Mr. Adler has been appointed to serve on theCompensation and Human Resources and the Corporate GovernanceCommittee and Nominating Committee.
There are no arrangements or understandings pursuant to which Mr.Adler was selected as a director of the Company. However, Mr. Adler isthe CEO of Seidensticker which has a supply arrangement with theCompany that will require disclosure pursuant to Item 404 of theSecurities and Exchange Commission's Regulation S-K. The amount ofbusiness between Seidensticker and Ashworth is approximately $4.5million a year. This amount has been determined to be well belowNASDAQ's 5% threshold and, therefore, the Board has determined thatMr. Adler will be an independent member of the Board.
Ashworth, Inc. is a designer of men's and women's golf-inspiredlifestyle sportswear distributed domestically and internationally ingolf pro shops, resorts, upscale department and specialty stores andto corporate customers. Ashworth products include three main brandextensions. Ashworth Collection(TM) is a range of upscale sportsweardesigned to be worn on and off course. Ashworth Authentics(TM)showcases popular items from the Ashworth line. Ashworth WeatherSystems(R) utilizes technology to create a balance between fashion andfunction in a variety of climatic conditions. Callaway Golf is atrademark of Callaway Golf Company. Ashworth, Inc., 2765 Loker AvenueWest, Carlsbad, CA 92008 is an Official Licensee of Callaway GolfCompany.
In July 2004, Ashworth, Inc. acquired Gekko Brands, LLC ("Gekko"),a leading designer, producer and distributor of headwear and apparelunder The Game(R) and Kudzu(R) brands. This strategic acquisitionprovides opportunity for additional growth in three new, qualitychannels of distribution for the Ashworth(R) and Callaway Golf apparelbrands as well as further growth from The Game and Kudzu brands' salesinto the Company's three traditional distribution channels. The Gamebrand products are marketed primarily under licenses to over 1,000colleges and universities, as well as to the PGA TOUR, resorts,entertainment complexes and sporting goods dealers that serve the highschool and college markets. The Game brand is one of the leadingheadwear brands in the College/Bookstore distribution channel. TheKudzu brand products are sold into the NASCAR/racing markets andthrough outdoor sports distribution channels, including fishing andhunting.
To learn more, please visit our Web site at www.ashworthinc.com.
This press release contains forward-looking statements related tothe Company's market position, finances, operating results, marketingplans and strategies. Readers are cautioned not to place unduereliance on these forward-looking statements, which speak only as ofthe date hereof. These statements involve risks and uncertainties thatcould cause actual results to differ materially from those projected.These risks include the timely development and acceptance of newproducts, as well as strategic alliances, the integration of theCompany's recent acquisition, the impact of competitive products andpricing, the success of the Callaway Golf apparel product line, thepreliminary nature of bookings information, the ongoing risk of excessor obsolete inventory, potential inadequacy of booked reserves, thesuccessful operation of the new distribution facility in Oceanside,CA, and other risks described in Ashworth, Inc.'s SEC reports,including the report on Form 10-K for the year ended October 31, 2004and Form 10-Q's filed thereafter. The Company undertakes no obligationto publicly release the results of any revision of the forward-lookingstatements.