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
September 15, 2021
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 of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
2180 RUTHERFORD ROAD, CARLSBAD, CALIFORNIA | 92008-7328 | |
(Address of principal executive offices) | (Zip Code) |
(760) 931-1771
Registrant’s telephone number, including area code
NOT APPLICABLE
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange | ||
Common Stock, $0.01 par value per share | ELY | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 | Other Events |
On September 15, 2021, Callaway Golf Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC (the “Representative”), as the representative of the underwriters named in Schedule I thereto (the “Underwriters”), and PEP TG Investments LP (the “Selling Stockholder”), relating to an underwritten public offering (the “Offering”) of 4,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a price to the public of $29.25 per share. Pursuant to the Underwriting Agreement, all 4,000,000 shares of Common Stock are to be sold by the Selling Stockholder. Under the terms of the Underwriting Agreement, the Selling Stockholder granted the Underwriters an option exercisable for 30 days to purchase up to an additional 600,000 shares of Common Stock from the Selling Stockholder at the public offering price, less underwriting discounts and commissions. The offering is expected to close on September 20, 2021, subject to the satisfaction of customary closing conditions.
The offering of the Shares by the Selling Stockholder is being made pursuant to a registration statement on Form S-3 (Registration No. 333-259537) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on September 15, 2021, a prospectus included in the Registration Statement, and a preliminary prospectus supplement and final prospectus supplement, filed with the SEC on September 15, 2021 and September 16, 2021, respectively.
The Company will not receive any of the proceeds from the sale of the Shares.
The Underwriting Agreement contains customary representations, warranties and covenants, customary conditions to closing, indemnification obligations of the Company, the Representative, the Selling Stockholder and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the legal opinion of Latham & Watkins LLP relating to the validity of the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is filed with reference to, and is hereby incorporated by reference into, the Registration Statement.
Item 9.01 | Financial Statements and Exhibits |
(d) | Exhibits. |
Exhibit 1.1 | Underwriting Agreement, dated September 15, 2021, by and among Callaway Golf Company, Goldman Sachs & Co. LLC, as the representative of the underwriters named therein, and PEP TG Investments LP | |
Exhibit 5.1 | Opinion of Latham & Watkins LLP | |
Exhibit 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) | |
Exhibit 104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document |
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: September 16, 2021 | By: | /s/ Sarah Kim | ||||||
Name: | Sarah Kim | |||||||
Title: | Vice President, General Counsel and Corporate Secretary |