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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Callaway Golf Co | NYSE:ELY | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 21.33 | 0 | 01:00:00 |
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DELAWARE
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95-3797580
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(State or other jurisdiction
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(IRS Employer
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of incorporation)
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Identification No.)
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2180 RUTHERFORD ROAD
CARLSBAD, CALIFORNIA 92008-7328
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(Address of principal executive offices, including Zip Code)
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Large accelerated filer
x
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Accelerated filer
¨
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Non-accelerated filer
¨
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Smaller reporting company
¨
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(Do not check if a smaller reporting company)
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Emerging growth company
¨
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Title of Securities to be Registered
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Amount to be Registered
(1)
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Proposed Maximum Offering Price Per Share
(2)
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Proposed Maximum Aggregate Offering Price
(2)
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Amount of
Registration
Fee
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Common Stock, $0.01 par value
(3)
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9,000,000
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$16.02
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$144,180,000
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$17,950.41
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(1)
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Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers, in addition to the number of shares of Common Stock stated above, such indeterminate number of additional shares of Common Stock as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
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(2)
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Estimated solely for purposes of determining the registration fee pursuant to Rule 457 under the Securities Act. The proposed maximum aggregate offering price per share and the proposed maximum offering price are based upon the average of the high and low sales prices of the Registrant’s Common Stock as reported on March 7, 2018 on the New York Stock Exchange.
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(3)
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Represents additional shares of Common Stock reserved for issuance pursuant to the Callaway Golf Company Amended and Restated 2004 Incentive Plan resulting from the approval by the Company’s shareholders of an amendment and restatement of the Callaway Golf Company Amended and Restated 2004 Incentive Plan at the 2017 Annual Meeting of Shareholders.
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ITEM 1.
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PLAN INFORMATION.*
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ITEM 2.
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REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.*
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*
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Information required by Part I of Form S-8 constituting the requirements of a Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act, and the Note to Part I of Form S-8. Such information is not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act.
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ITEM 3.
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INCORPORATION OF DOCUMENTS BY REFERENCE.
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(a)
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The Company’s Annual Report on Form 10-K for the year ended December 31, 2017; and
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(b)
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The description of the Company’s Common Stock contained in the Company’s Registration Statement on Form S-1 filed December 16, 1991 (Registration No. 33-53732), including any amendment or report filed for the purpose of updating such description.
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ITEM 4.
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DESCRIPTION OF SECURITIES.
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ITEM 5.
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INTERESTS OF NAMED EXPERTS AND COUNSEL.
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ITEM 6.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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ITEM 7.
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EXEMPTION FROM REGISTRATION CLAIMED.
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ITEM 8.
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EXHIBITS.
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Exhibit No.
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Description
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4.1
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5.1
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10.1
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10.2
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10.3
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23.1
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23.2
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24.1
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ITEM 9.
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UNDERTAKINGS.
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CALLAWAY GOLF COMPANY
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By:
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/S/ BRIAN P. LYNCH
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Brian P. Lynch
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Senior Vice President, Chief Financial Officer,
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General Counsel and Corporate Secretary
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(Principal Financial Officer)
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Signature
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Title
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Dated as of
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/S/ OLIVER G. BREWER III
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President and Chief Executive Officer, Director
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March 8, 2018
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Oliver G. Brewer III
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/S/ JENNIFER THOMAS
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Vice President and Chief Accounting Officer
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March 8, 2018
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Jennifer Thomas
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*
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Director
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March 8, 2018
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Samuel H. Armacost
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*
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Chairman of the Board
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March 8, 2018
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Ronald S. Beard
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*
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Director
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March 8, 2018
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John C. Cushman, III
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*
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Director
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March 8, 2018
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John F. Lundgren
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*
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Director
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March 8, 2018
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Adebayo O. Ogunlesi
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*
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Director
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March 8, 2018
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Linda B. Segre
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*
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Director
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March 8, 2018
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Anthony S. Thornley
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*By:
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/S/ BRIAN P. LYNCH
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Brian P. Lynch
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Attorney-in-fact
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1 Year Callaway Golf Chart |
1 Month Callaway Golf Chart |
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