8-K 1 a5419352.txt CALLAWAY GOLF COMPANY 8-K 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 June 5, 2007 Date of Report (Date of earliest event reported) CALLAWAY GOLF COMPANY (Exact name of registrant as specified in its charter) DELAWARE 1-10962 95-3797580 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2180 Rutherford Road, Carlsbad, CA 92008-7328 (Address of principal executive offices) (Zip Code) (760) 931-1771 Registrant's telephone number, including area code (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 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 June 5, 2007, Callaway Golf Company issued a press release captioned "Callaway Golf Company Declares Dividend and Announces Plans to Repurchase up to $100 Million of Common Stock," announcing that the Board of Directors (1) authorized a new $100 million stock repurchase program and (2) declared a dividend of $.07 per share, payable July 5, 2007, to shareholders of record as of June 18, 2007. In June 2006, the Company had announced the implementation of a $50 million stock repurchase program. To date, the Company has repurchased under that program approximately 1.82 million shares at an average cost of $15.69 for a total cost of $28.6 million. That program has now been canceled and superseded by the new $100.0 million stock repurchase program announced today. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference. Item 9.01 Financial Statements and Exhibits. (d) Exhibits: -------- The following exhibit is filed with this report on Form 8-K: Exhibit No. Description ----------- ----------- 99.1 Press release, dated June 5, 2007, captioned, "Callaway Golf Company Declares Dividend and Announces Plans to Repurchase up to $100 Million of Common Stock." 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. CALLAWAY GOLF COMPANY Date: June 5, 2007 By: /s/ Bradley J. Holiday ------------------------------- Name: Bradley J. Holiday Title: Senior Executive Vice President and Chief Financial Officer Exhibit Index ------------- Exhibit Number Description -------------- ----------- 99.1 Press release, dated June 5, 2007, captioned "Callaway Golf Company Declares Dividend and Announces Plans to Repurchase up to $100 Million of Common Stock."