As Filed with the Securities and Exchange Commission on July 1, 1999
Registration No. 333-61889
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
POST EFFECTIVE AMENDMENT NO. 2 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________
CALLAWAY GOLF COMPANY
(Exact name of Registrant as specified in its charter)
2285 Rutherford Road
Carlsbad, California 92008-8815
(Address of principal executive offices)
Delaware 95-3797580
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1995 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)
_____________
Ely Callaway
President and Chief Executive Officer
2285 Rutherford Road
Carlsbad, California 92008-8815
(760) 931-1771
(Name, address, and telephone number,
including area code, of agent for service)
_____________
CALCULATION OF REGISTRATION FEE
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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
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Common Stock,
$.01 par value
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Newly Reserved 400,000 $ 13.38 $ 5,352,000 $ 1,488
Under 1995
Employee Stock
Incentive Plan
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(1) Pursuant to Rule 416, this Registration Statement shall cover, in addition
to the number of shares of Common Stock stated above, such indeterminate
number of shares of Common Stock as may be issued upon exercise of options
granted 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 June 28, 1999 on the New York
Stock Exchange, in respect of options to be granted under the plan.
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INTRODUCTION
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This Registration Statement on Form S-8 is filed by Callaway Golf Company
(the "Company") relating to 400,000 additional 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.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
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ITEM 1. PLAN INFORMATION
The Registrant will send or give the documents containing information
specified in this Item 1 to employees, officers, directors or others as
specified by Rule 428(b)(1). In accordance with the rules and regulations of
the Securities and Exchange Commission (the "Commission") and the instructions
to Form S-8, the Registrant is not filing such documents with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Registrant will send or give the documents containing information
specified in this Item 2 to employees, officers, directors or others as
specified by Rule 428(b)(1). In accordance with the rules and regulations of
the Securities and Exchange Commission (the "Commission") and the instructions
to Form S-8, the Registrant is not filing such documents with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1998;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the latest fiscal year covered by the Annual Report referred to
in (a) above;
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(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (Registration No. 33-53732),
including any amendment or report filed for the purpose of updating such
description;
(d) The description of the Company's Rights contained in the Company's
Registration Statement on Form 8-A on June 27, 1995, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 14 and 15(d)
of the Exchange Act, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Seema L. Nene, Esq., who has rendered an opinion as to the validity of the
Common Stock being registered by this Registration Statement, is an employee of
the Company.
ITEM 8. EXHIBITS.
Exhibit No. Description
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4.1 Certificate of Incorporation of the Company (filed as an exhibit to
the Company's Current Report on Form 8-K filed on July 1, 1999, and
incorporated herein by this reference)
4.2 Bylaws of the Company (filed as an exhibit to the Company's Current
Report on Form 8-K filed on July 1, 1999 and incorporated herein by
this reference)
4.3 Rights Agreement by and between the Company and Chemical Mellon
Shareholder Services, as Rights Agent, dated as of June 21, 1995
(filed as an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995, and incorporated herein by
this reference)
4
4.4 Dividend Reinvestment and Stock Purchase Plan (filed as the
Prospectus in the Company's Registration Statement on Form S-3 (No.
33-77024), and incorporated herein by this reference)
4.7 Callaway Golf Company 1995 Employee Stock Incentive Plan (as
amended and restated February 16, 1999)
5 Opinion of Seema L. Nene, Esq., Corporate Counsel to the Company,
as to the legality of the securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of Seema L. Nene, Esq. (contained in Exhibit 5 hereto)
24 Power of Attorney (contained in signature page hereto)
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SIGNATURES
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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 on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Carlsbad, State of California, on July 1, 1999.
CALLAWAY GOLF COMPANY
By: /s/ ELY CALLAWAY
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Ely Callaway
Chairman, President and
Chief Executive Officer
By: /s/ DAVID A. RANE
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David A. Rane
Executive Vice President,
Administration and Planning, and
Chief Financial Officer
POWER OF ATTORNEY
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Each person whose signature appears below constitutes and appoints
DAVID A. RANE AND STEVEN C. McCRACKEN his or her true and lawful attorneys-in-
fact and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, at any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, with full powers and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
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Principal Executive Officer
and Director:
/s/ ELY CALLAWAY Chairman, President and July 1, 1999
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Ely Callaway Chief Executive Officer
Principal Financial and
Accounting Officer:
/s/ DAVID A. RANE Executive Vice President, July 1, 1999
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David A. Rane Administration and Planning,
and Chief Financial Officer
Other Directors:
/s/ WILLIAM C. BAKER Director July 1, 1999
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William C. Baker
/s/ VERNON E. JORDAN, JR. Director July 1, 1999
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Vernon E. Jordan, Jr.
/s/ YOTARO KOBAYASHI Director July 1, 1999
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Yotaro Kobayashi
/s/ BRUCE A. PARKER Director, Senior Executive July 1, 1999
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Bruce A. Parker Vice President, U.S. Sales
and Chief Merchant
/s/ AULANA L. PETERS Director July 1, 1999
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Aulana L. Peters
/s/ FREDERICK R. PORT Director and Senior July 1, 1999
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Frederick R. Port Executive Vice President,
International Sales
/s/ RICHARD L. ROSENFIELD Director July 1, 1999
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Richard L. Rosenfield
/s/ WILLIAM A. SCHREYER Director July 1, 1999
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William A. Schreyer
/s/ CHARLES J. YASH Director and Senior July 1, 1999
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Charles J. Yash Executive Vice President,
Golf Balls
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INDEX TO EXHIBITS
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Exhibit No. Description
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4.1 Certificate of Incorporation of the Company (filed as an exhibit to
the Company's Current Report on Form 8-K filed on July 1, 1999, and
incorporated herein by this reference)
4.2 Bylaws of the Company (filed as an exhibit to the Company's current
Report on Form 8-K filed on July 1, 1999 and incorporated herein by
this reference)
4.3 Rights Agreement by and between the Company and Chemical Mellon
Shareholder Services, as Rights Agent, dated as of June 21, 1995
(filed as an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995, and incorporated herein by
this reference)
4.4 Dividend Reinvestment and Stock Purchase Plan (filed as the
Prospectus in the Company's Registration Statement on Form S-3 (No.
33-77024), and incorporated herein by this reference)
4.7 Callaway Golf Company 1995 Employee Stock Incentive Plan (as
amended and restated February 16, 1999)
5 Opinion of Seema L. Nene, Esq., Corporate Counsel to the Company,
as to the legality of the securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of Seema L. Nene, Esq. (contained in Exhibit 5 hereto)
24 Power of Attorney (contained in signature page hereto)
8