As filed with the Securities and Exchange Commission on

Registration No. 333-43756

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

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)

2001 Non-Employee Directors Stock Option 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. 1 (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 14, 2000 (Registration No. 333-43756) (the “Registration Statement”). Pursuant to the Registration Statement the Registrant registered 500,000 shares of common stock, par value $0.01 per share for issuance under the 2001 Non-Employee Directors Stock Option Plan and 3,000,000 shares of common stock, par value $0.01 per share for issuance under the 1996 Stock Option Plan. Neither the 2001 Non-Employee Directors Stock Option Plan nor the 1996 Stock Option Plan remain in effect and all rights to purchase securities under the 2001 Non-Employee Directors Stock Option Plan and the 1996 Stock Option 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 2001 Non-Employee Directors Stock Option Plan and the 1996 Stock Option 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. 1 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. 1 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

Oliver G. Brewer III

  

President and Chief Executive Officer

(Principal Executive Officer) and Director

  August 28, 2015

/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

*

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

   Director   August 28, 2015

*By:            /s/ Brian P. Lynch                        

Brian P. Lynch

Attorney-in-fact

     August 28, 2015

 

3


EXHIBIT INDEX

 

Exhibit
No.

  

Description

24.1    Form of Limited Power of Attorney.


Exhibit 24.1

Each of the non-employee directors who are signatories to Post-Effective Amendment No. 1 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

     

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

   Director


EXHIBIT A

Registration Statements

 

  1. 333-43756
  2. 333-61889
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