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
August 8, 1997
Date of report (Date of earliest event reported)
CALLAWAY GOLF COMPANY
(Exact Name of Registrant as Specified in Charter)
California 1-10962 95-3797580
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2285 Rutherford Road
Carlsbad, CA 92008-8815
(Address of Principal Executive Offices)
(760) 931-1771
(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
On August 8, 1997, Callaway Golf Company (the "Company"), a California
corporation, consummated its acquisition of substantially all of the assets of
Odyssey Sports, Inc. ("Odyssey"), a California corporation (the "Purchase"), for
a purchase price of $130 million, subject to certain adjustments as of the time
of closing. The Company paid the $130 million purchase price from its existing
cash and cash equivalents, and the acquired assets and certain specified
liabilities were transferred to a newly-formed, wholly-owned subsidiary of the
Company, Odyssey Golf, a California corporation (formerly named "Callaway
Acquisition"). A copy of the Asset Purchase Agreement (the "Purchase
Agreement") dated July 20, 1997 by and among the Company, Odyssey and U.S.
Industries, Inc. ("USI"), a Delaware corporation and the ultimate parent company
of Odyssey, is attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Odyssey Sports, Inc. previously used the acquired assets in connection with
its business of making and selling the Odyssey(R) line of putters with
Stronomic(R) face inserts. The Company, through its Odyssey Golf subsidiary,
intends to continue to use the acquired assets for the purpose of making and
selling the Odyssey(R) line of putters.
Odyssey(R) putters had been manufactured and shipped on behalf of Odyssey
by Tommy Armour Golf Company ("Tommy Armour"). Odyssey Golf and Tommy Armour
have entered into a Transitional Assembly Services Agreement (the "Transition
Agreement") dated as of August 8, 1997, pursuant to which Tommy Armour will
continue to provide these manufacturing and shipping services through at least
February 8, 1998 unless earlier terminated by Odyssey Golf. At the conclusion
of the Transition Agreement, the Company will have to make satisfactory
arrangements for the manufacturing and shipping of Odyssey(R) products. The
Company has not yet determined how or where this product manufacturing and
shipping will be accomplished. There can be no assurance that the Company's
ability to deliver Odyssey(R) products to the marketplace in sufficient
quantities and quality will not be adversely affected by these transitions. A
copy of the Transition Agreement is attached hereto as Exhibit 10.2 and
incorporated herein by reference.
The foregoing summary does not purport to be complete and is qualified in
its entirety by reference to the full text of the Purchase Agreement and the
Transition Agreement, copies of which are attached hereto as Exhibits 10.1 and
10.2, respectively.
On August 11, 1997, the Company issued a press release announcing its
consummation of the Purchase, which press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The historical financial statements of the business acquired will be
filed by amendment as soon as practicable, but not later than 60 days
after this report is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information for the business acquired will be
filed by amendment as soon as practicable, but not later than 60 days
after this report is required to be filed.
(c) Exhibits.
10.1 Asset Purchase Agreement dated July 20, 1997 by and among
Callaway Golf Company, Odyssey Sports, Inc. and U.S. Industries,
Inc.
10.2 Transitional Assembly Services Agreement dated as of August 8,
1997 by and between Callaway Acquisition and Tommy Armour Golf
Company.
99.1 Press Release, dated August 11, 1997, of Callaway Golf Company.
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: August 20, 1997 CALLAWAY GOLF COMPANY
By: /s/ DONALD H. DYE
----------------------------
Donald H. Dye
President and CEO
EXHIBIT INDEX
Exhibit Number Description
- - -------------- -----------
10.1 Asset Purchase Agreement dated July 20, 1997 by and among
Callaway Golf Company, Odyssey Sports, Inc. and U.S.
Industries, Inc.
10.2 Transitional Assembly Services Agreement dated as of August 8,
1997 by and between Callaway Acquisition and Tommy Armour Golf
Company.
99.1 Press Release, dated August 11, 1997, of Callaway Golf
Company.