0001193125-15-306839.txt : 20150828 0001193125-15-306839.hdr.sgml : 20150828 20150828160906 ACCESSION NUMBER: 0001193125-15-306839 CONFORMED SUBMISSION TYPE: S-8 POS PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20150828 DATE AS OF CHANGE: 20150828 EFFECTIVENESS DATE: 20150828 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CALLAWAY GOLF CO CENTRAL INDEX KEY: 0000837465 STANDARD INDUSTRIAL CLASSIFICATION: [3949] IRS NUMBER: 953797580 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 POS SEC ACT: 1933 Act SEC FILE NUMBER: 333-61889 FILM NUMBER: 151082284 BUSINESS ADDRESS: STREET 1: 2180 RUTHERFORD RD CITY: CARLSBAD STATE: CA ZIP: 92008-8815 BUSINESS PHONE: 7609311771 MAIL ADDRESS: STREET 1: 2180 RUTHERFORD ROAD CITY: CARLSBAD STATE: CA ZIP: 92008 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO DATE OF NAME CHANGE: 20070604 FORMER COMPANY: FORMER CONFORMED NAME: CALLAWAY GOLF CO /CA DATE OF NAME CHANGE: 19940222 S-8 POS 1 d63844ds8pos.htm S-8 POS S-8 POS

As filed with the Securities and Exchange Commission on

Registration No. 333-61889

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 4

TO

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CALLAWAY GOLF COMPANY

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   95-3797580
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

2180 Rutherford Road

Carlsbad, California 92008

(760) 931-1771

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

1998 Employee Stock Incentive Plan

1996 Stock Option Plan

(Full Title of the Plan)

Brian P. Lynch

Senior Vice President, General Counsel

and Corporate Secretary

Callaway Golf Company

2180 Rutherford Road

Carlsbad, California 92008

(760) 931-1771

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):

 

Large accelerated filer   ¨    Accelerated filer  

x

Non-accelerated filer   ¨ (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

 

DEREGISTRATION OF SECURITIES

Callaway Golf Company (the “Registrant”) is filing this Post-Effective Amendment No. 4 (the “Post-Effective Amendment”) to deregister certain securities that were initially registered by the Registrant pursuant to its Registration Statement on Form S-8 initially filed on August 20, 1998, as amended by Post-Effective Amendment No. 1 thereto filed on July 1, 1999, Post-Effective Amendment No. 2 thereto filed on July 1, 1999 and Post-Effective Amendment No. 3 thereto filed on August 7, 2014 (Registration No. 333-61889) (as amended, the “Registration Statement”). Pursuant to the Registration Statement the Registrant registered 3,000,000 shares of common stock, par value $0.01 per share for issuance under the 1996 Stock Option Plan and 500,000 shares of common stock, par value $0.01 per share for issuance the 1998 Employee Stock Incentive Plan. Neither the 1996 Stock Option Plan nor the 1998 Employee Stock Incentive Plan remain in effect and all rights to purchase securities under the 1996 Stock Option Plan and the 1998 Employee Stock Incentive Plan have been exercised or have expired. Pursuant to the undertaking contained in the Registration Statement, we are filing this Post-Effective Amendment to deregister, as of the effective date of this Post-Effective Amendment, all securities remaining unsold under the Registration Statement relating to the 1996 Stock Option Plan and the 1998 Employee Stock Incentive Plan.

The following exhibit is being filed or furnished herewith:

Exhibit 24.1            Form of Limited Power of Attorney.

 

 

 

2

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on August 28, 2015.

 

CALLAWAY GOLF COMPANY
By:  

/s/ OLIVER G. BREWER III

Name:   Oliver G. Brewer III
Title:   President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 4 to the Registration Statement has been signed below by the following persons in the capacities indicated below and on the dates indicated.

 

Signature

   

Title

  

Date

/s/ OLIVER G. BREWER III

    President and Chief Executive Officer   August 28, 2015
Oliver G. Brewer III    (Principal Executive Officer) and Director  

/s/ ROBERT K. JULIAN

Robert K. Julian

   

Senior Vice President and

Chief Financial Officer

(Principal Financial Officer)

   August 28, 2015

/s/ JENNIFER L. THOMAS

Jennifer L. Thomas

   

Chief Accounting Officer

(Principal Accounting Officer)

   August 28, 2015

*

    Director   August 28, 2015
Samuel H. Armacost     

*

    Director   August 28, 2015
Ronald S. Beard     

*

    Director   August 28, 2015
John C. Cushman, III     

*

    Director   August 28, 2015
John F. Lundgren     

*

    Director   August 28, 2015
Adebayo O. Ogunlesi     

*

    Director   August 28, 2015
Richard L. Rosenfield     

*

    Director   August 28, 2015
Linda B. Segre     

*

    Director   August 28, 2015
Anthony S. Thornley     

*By:                 /s/ Brian P. Lynch                        

      August 28, 2015

Brian P. Lynch

Attorney-in-fact

     

 

3

EXHIBIT INDEX

 

Exhibit No.

   

Description

24.1    Form of Limited Power of Attorney.
 EX-24.1 2 d63844dex241.htm EX-24.1 EX-24.1

Exhibit 24.1

Each of the non-employee directors who are signatories to Post-Effective Amendment No. 4 to the Registration Statement on Form S-8 have executed a limited power of attorney in the form set forth below:

FORM OF LIMITED POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below does hereby constitute and appoint Brian P. Lynch and Robert K. Julian, each of whom are executive officers of the Company, as my true and lawful attorneys-in-fact, each with power of substitution, with full power to act without the other and on behalf of and as attorney for the undersigned, for the purpose of executing and filing with the Securities and Exchange Commission the post-effective amendments to the Registration Statements filed under the Securities Act of 1933 that are listed on Exhibit A attached hereto, which will have the sole effect of deregistering shares of Company capital stock registered under such Registration Statements, and to do all such other acts and execute all such other instruments which said attorney may deem necessary or desirable in connection therewith.

The undersigned have each executed this Limited Power of Attorney effective as of August 5, 2015.

 

Signature

   

Title

 

    Director
Samuel H. Armacost   

 

    Director
Ronald S. Beard   

 

    Director
John C. Cushman, III   

 

    Director
John F. Lundgren   

 

    Director
Adebayo O. Ogunlesi   

 

    Director
Richard L. Rosenfield   

 

    Director
Linda B. Segre   

 

    Director
Anthony S. Thornley   

EXHIBIT A

Registration Statements

 

  1. 333-43756
  2. 333-61889