SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
July 1, 1999
Date of report
CALLAWAY GOLF COMPANY
(Exact name of Registrant as Specified in Charter)
Delaware 1-10962 95-3797580
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification
Incorporation) Number)
2285 Rutherford Road
Carlsbad, CA 92008-8815
(Address of Principal Executive Offices)
(760) 931-1771
(Registrant's telephone number, including area code)
ITEM 5. OTHER
Reincorporation in Delaware
On July 1, 1999, Callaway Golf Company, a California corporation ("Callaway
Golf California"), completed a reincorporation in Delaware (the
"Reincorporation") through the merger of Callaway Golf California with and into
its wholly-owned subsidiary, Callaway Golf Company, a Delaware corporation
("Callaway Golf Delaware" or the "Company"). As of the effective date of the
merger, Callaway Golf California ceased to exist.
The Reincorporation effects a change in the legal domicile of the Company
and will not result in any change in the Company's business, management,
employees, fiscal year, assets or liabilities, location of any of the facilities
(including corporate headquarters) and will not result in any relocation of
management or other employees. The Reincorporation was approved by the holders
of a majority of the outstanding shares of Common Stock of Callaway Golf
California on May 5, 1999.
Pursuant to the Agreement and Plan of Merger between Callaway Golf Delaware
and Callaway Golf California, each share of Callaway Golf California's Common
Stock, $0.01 par value, was automatically converted into one share of Callaway
Golf Delaware's Common Stock, par value $0.01 per share and each previously
issued share of Callaway Golf California Common Stock, $0.01 par value per
share, was cancelled on the effective date of the merger. IT IS NOT NECESSARY
FOR SHAREHOLDERS TO EXCHANGE THEIR EXISTING STOCK CERTIFICATES FOR STOCK
CERTIFICATES OF CALLAWAY GOLF DELAWARE.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits
Set forth below is a list of exhibits included as part of this Current
Report.
Exhibit Number Description of Exhibit
- -------------- ----------------------
2.1 Agreement and Plan of Merger between Callaway Golf Company,
a Delaware corporation, and Callaway Golf Company, a
California corporation, dated July 1, 1999
3.1 Certificate of Incorporation of Callaway Golf Company, a
Delaware corporation
3.2 Bylaws of Callaway Golf Company, a Delaware corporation
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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.
Date: July 1, 1999
CALLAWAY GOLF COMPANY
By: /s/ David A Rane
--------------------------------------
David A. Rane
Executive Vice President, Administration and
Planning, and Chief Financial Officer
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EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
2.1 Agreement and Plan of Merger between Callaway Golf Company,
a Delaware corporation, and Callaway Golf Company, a
California corporation, dated July 1, 1999
3.1 Certificate of Incorporation of Callaway Golf Company, a
Delaware corporation
3.2 Bylaws of Callaway Golf Company, a Delaware corporation
4