As Filed with the Securities and Exchange Commission on September 26, 2007
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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) |
(IRS Employer Identification No.) |
2180 Rutherford Road
Carlsbad, California 92008-7328
(Address of principal executive offices)
CALLAWAY GOLF COMPANY AMENDED AND RESTATED 2004 INCENTIVE PLAN
(Full title of the plan)
George Fellows
President and Chief Executive Officer
2180 Rutherford Road
Carlsbad, California 92008-7328
(760) 931-1771
(Name, address, and telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered (1) |
Proposed Maximum Offering Price Per Share (2) |
Proposed Maximum Aggregate Offering Price (2) |
Amount of Registration Fee | |||||||
| Common Stock, $0.01 par value |
4,250,000 | $ | 15.90 | $ | 67,575,000 | $ | 2,074.56 | ||||
| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers, in addition to the number of shares of Common Stock stated above, such indeterminate number of additional shares of Common Stock as may be issued under such plan as a result of adjustment provisions thereunder. |
| (2) | Estimated solely for purposes of determining the registration fee pursuant to Rule 457(h), based on the average of the high and low prices of the Registrant’s Common Stock as reported on September 21, 2007 on the New York Stock Exchange. |
TABLE OF CONTENTS
| Introduction |
2 | |
| Item 8 |
2 | |
| Signature |
3 | |
| Index to Exhibits |
4 |
1
INTRODUCTION
This Registration Statement on Form S-8 is filed by Callaway Golf Company, a Delaware corporation (the “Company”), to register an additional 4,250,000 shares of the Company’s common stock, par value $.01 per share (the “Common Stock”), issuable to employees of the Company under the Callaway Golf Company Amended and Restated 2004 Incentive Plan and consists only of those items required by General Instruction E to Form S-8.
The Company previously registered an aggregate of 8,000,000 shares of Common Stock for issuance under the Plan (previously known as the 2004 Equity Incentive Plan) under Registration Statement No. 333-117368. The contents of that registration statement are hereby incorporated by reference into this Registration Statement with the exception that the contents of that registration statement that relate exclusively to the Company’s Employee Stock Purchase Plan are not so incorporated.
| ITEM 8. | EXHIBITS. |
The Exhibits to this Registration Statement are listed in the Index to Exhibits immediately following the signature page(s).
[The remainder of this page is blank]
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Carlsbad, California, as of September 25, 2007.
| CALLAWAY GOLF COMPANY | ||
| By: | /S/ GEORGE FELLOWS | |
| George Fellows | ||
| President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the date indicated.
| Signature |
Title |
Dated as of | ||||
| President and Chief Executive Officer (Principal Executive Officer) |
September 25, 2007 | |||||
| /S/ GEORGE FELLOWS |
Director | |||||
| George Fellows | ||||||
| /S/ BRADLEY J. HOLIDAY |
Senior Executive Vice President and Chief Financial Officer |
September 25, 2007 | ||||
| Bradley J. Holiday | (Principal Financial Officer and Principal Accounting Officer) |
|||||
| * |
Director | September 25, 2007 | ||||
| Ronald S. Beard | ||||||
| * |
Director | September 25, 2007 | ||||
| Samuel H. Armacost | ||||||
| * |
Director | September 25, 2007 | ||||
| John C. Cushman, III | ||||||
| * |
Director | September 25, 2007 | ||||
| Yotaro Kobayashi | ||||||
| * |
Director | September 25, 2007 | ||||
| Richard L. Rosenfield | ||||||
| * |
Director | September 25, 2007 | ||||
| Anthony S. Thornley | ||||||
| * By: |
/S/ BRADLEY J. HOLIDAY |
September 25, 2007 | ||||
| Bradley J. Holiday, Attorney-in-Fact | ||||||
3
INDEX TO EXHIBITS
| Exhibit No. | Description | |
| 5.1 | Opinion of Brian P. Lynch, Esq., Associate General Counsel and Assistant Secretary of Callaway Golf Company, as to the legality of the securities being registered | |
| 23.1 | Consent of Independent Registered Public Accounting Firm Deloitte & Touche LLP | |
| 23.3 | Consent of Brian P. Lynch (included in Exhibit 5.1) | |
| 24.1 | Form of Power of Attorney | |
| 99.1 | Callaway Golf Company Amended and Restated 2004 Equity Incentive Plan, included as Exhibit A to the Company’s annual proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2007 is incorporated herein by this reference. | |