Table of Contents
As Filed with the Securities and Exchange Commission on March 21, 2002
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CALLAWAY GOLF COMPANY
2180 Rutherford Road
Carlsbad, California 92008-7328
Delaware (State or other jurisdiction of incorporation or organization) | 95-3797580 (IRS Employer Identification No.) |
1995 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
Chairman, 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
Proposed | Proposed | |||||||
Maximum | Maximum | |||||||
Title of | Amount | Offering | Aggregate | Amount of | ||||
Securities | to be | Price Per | Offering | Registration | ||||
to be Registered | Registered(1) | Share(2) | Price(2) | Fee | ||||
Common Stock, $.01 par value | 1,500,000 shares | $19.75 | $29,625,000 | $2,725.50 | ||||
(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, 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 Callaway Golf Company Common Stock as reported on March 18, 2002 on the New York Stock Exchange. |
ITEM 8. EXHIBITS. | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
EXHIBIT 5.1 | ||||||||
EXHIBIT 23.1 | ||||||||
EXHIBIT 23.2 | ||||||||
EXHIBIT 24.1 |
Table of Contents
INTRODUCTION
This Registration Statement on Form S-8 is filed by Callaway Golf Company, a Delaware corporation (the “Company”), to register an additional 1,500,000 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 1995 Employee Stock Incentive Plan (the “Plan”) and consists only of those items required by General Instruction E to Form S-8.
The Company previously registered an aggregate of 9,300,000 shares of Common Stock for issuance under the Plan under (i) Registration Statement No. 333-52020 (2,200,000 shares), (ii) Registration Statement No. 333-95601 (1,500,000 shares), (iii) Post-Effective Amendment No. 2 to Registration Statement No. 333-61889 (400,000 shares), (iv) Registration Statement No. 333-61889 (1,600,000 shares), (v) Registration Statement No. 333-39095 (600,000 shares), (vi) Registration Statement No. 333-24207 (2,000,000 shares), and (vii) Registration Statement No. 333-242 (1,000,000 shares). The contents of these registration statements are hereby incorporated by reference into this Registration Statement.
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
Table of Contents
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 March 20, 2002.
CALLAWAY GOLF COMPANY | ||
By: | /s/ Ronald A. Drapeau | |
Ronald A. Drapeau | ||
Chairman, 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 | |||
/s/ RONALD A. DRAPEAU Ronald A. Drapeau | Chairman, President and Chief Executive Officer (Principal Executive Officer) | March 20, 2002 | |||
/s/ BRADLEY J. HOLIDAY Bradley J. Holiday | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | March 20, 2002 | |||
/s/ DENNIS R. SECOR Dennis R. Secor | Vice President and Controller (Principal Accounting Officer) | March 20, 2002 | |||
* | Director | March 20, 2002 | |||
William C. Baker | |||||
* | Director | March 20, 2002 | |||
Ronald S. Beard | |||||
* | Director | March 20, 2002 | |||
Vernon E. Jordan, Jr | |||||
* | Director | March 20, 2002 | |||
Yotaro Kobayashi | |||||
* | Director | March 20, 2002 | |||
Richard L. Rosenfield | |||||
* By: | /s/ BRADLEY J. HOLIDAY | ||||
Bradley J. Holiday, Attorney-in-Fact |
3
Table of Contents
INDEX TO EXHIBITS
Exhibit No. | Description | |
5.1 | Opinion of Brian P. Lynch, Esq., Senior Corporate Counsel of Callaway Golf Company, as to the legality of the securities being registered. | |
23.1 | Consent of Arthur Andersen LLP, Independent Accountants. | |
23.2 | Consent of PricewaterhouseCoopers LLP, Independent Public Accountants. | |
23.3 | Consent of Brian P. Lynch, Esq. (included in Exhibit 5.1) | |
24.1 | Form of Power of Attorney. | |
99.1 | Letter dated March 21, 2002 from the Company to the Commission, incorporated herein by this reference to Exhibit 99.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2001, as filed with the Commission on March 21, 2002 (file no. 1-0962). |
4