As filed with the Securities and Exchange Commission on
Registration No. 33-56756
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CALLAWAY GOLF COMPANY
(Exact name of Registrant as specified in its charter)
| Delaware | 95-3797580 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
2180 Rutherford Road
Carlsbad, California 92008
(760) 931-1771
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Callaway Golf PGA Tour Stock Incentive Plan
(Full Title of the Plan)
Brian P. Lynch
Senior Vice President, General Counsel
and Corporate Secretary
Callaway Golf Company
2180 Rutherford Road
Carlsbad, California 92008
(760) 931-1771
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check One):
| Large accelerated filer ¨ Non-accelerated filer ¨ (Do not check if a smaller reporting company) |
Accelerated filer x Smaller reporting company ¨ |
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 deregisters certain shares that were initially registered on our Registration Statement on Form S-8 filed on January 4, 1993 (Registration No. 33-56756), (the “Registration Statement”), pursuant to which the Registrant registered 445,000 shares of common stock of the Registrant, par value $0.01 per share (the “Common Stock”) (which shares subsequently split two-for-one on each of March 22, 1993, March 4, 1994 and March 13, 1995). The offering contemplated by the Registration Statement has terminated by virtue of our Callaway Golf PGA Tour Stock Incentive Plan being no longer in effect. Pursuant to the undertaking contained in the Registration Statement, we are filing this Post-Effective Amendment No. 1 to deregister, as of the effective date of this Post-Effective Amendment No. 1, all securities remaining unsold under the Registration Statement.
The following exhibit is being filed or furnished herewith:
Exhibit 24.1 Form of Limited Power of Attorney.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant, Callaway Golf Company, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, on August 7, 2014.
| CALLAWAY GOLF COMPANY | ||
| By: /s/ OLIVER G. BREWER III | ||
| Name: Oliver G. Brewer III | ||
| Title: President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the Registration Statement has been signed below by the following persons in the capacities indicated below and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ OLIVER G. BREWER III Oliver G. Brewer III |
President and Chief Executive Officer (Principal Executive Officer) and Director |
August 7, 2014 | ||
| /s/ BRADLEY J. HOLIDAY Bradley J. Holiday |
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer) |
August 7, 2014 | ||
| /s/ JENNIFER L. THOMAS Jennifer L. Thomas |
Chief Accounting Officer (Principal Accounting Officer) |
August 7, 2014 | ||
| * Samuel H. Armacost |
Director |
August 7, 2014 | ||
| * Ronald S. Beard |
Director |
August 7, 2014 | ||
| * John C. Cushman, III |
Director |
August 7, 2014 | ||
| * John F. Lundgren |
Director |
August 7, 2014 | ||
| * Adebayo O. Ogunlesi |
Director |
August 7, 2014 | ||
| * Richard L. Rosenfield |
Director |
August 7, 2014 | ||
| * Anthony S. Thornley |
Director |
August 7, 2014 | ||
| *By: /s/ Bradley J. Holiday Bradley J. Holiday Attorney-in-fact |
August 7, 2014 | |||
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EXHIBIT INDEX
| Exhibit No. |
Description | |
| 24.1 |
Form of Limited Power of Attorney. | |