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As filed with the Securities and Exchange Commission on December 12, 2000
Registration No. 33-92580
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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
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ASHWORTH, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 84-1052000
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2791 LOKER--AVENUE WEST, CARLSBAD, CALIFORNIA 92008
(Address of Principal Executive Offices) (Zip Code)
ASHWORTH, INC.
AMENDED AND RESTATED
NONQUALIFIED STOCK OPTION PLAN
(Full title of the plan)
HALINA BALYS
SECRETARY AND CONTROLLER
ASHWORTH, INC.
2791 LOKER AVENUE WEST, CARLSBAD, CALIFORNIA 92008
(Name and address of agent for service)
(760) 438-6610
(Telephone number, including area code, of agent for service)
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EXPLANATORY STATEMENT
A total of 4,700,000 shares of the common stock of Ashworth, Inc. (the
"Company") were registered by the Company to be issued in connection with the
Company's Amended and Restated Nonqualified Stock Option Plan (the "Nonqualified
Plan") as follows: (a) 1,200,000 shares of common stock registered on Form S-8
(File No. 33-35516); (b) 500,000 additional shares of common stock registered on
Form S-8 (File No. 33-41455); and (c) 3,000,000 additional shares of common
stock registered on Form S-8 (File No. 33-92580). On March 24, 2000, the
stockholders of the Company approved the Amended and Restated Ashworth, Inc.
2000 Equity Incentive Plan (the "2000 Plan"), which replaces the Nonqualified
Plan. At least 1,906,776 shares of the Company's common stock which were
registered in connection with the Nonqualified Plan on Form S-8 (File No.
33-92580) have not been, and will not be, issued under the Nonqualified Plan.
Pursuant to Instruction E to Form S-8 and Interpretation 89 of Section G
(Securities Act Forms) of the Division of Corporate Finance's Manual of
Publicly-Available Telephone Interpretations (July 1997), 1,899,999 of the
shares registered in connection with the Nonqualified Plan on Form S-8 (File No.
33-92580) are carried forward to, and deemed covered by the Registration
Statement on Form S-8 filed on or about the date hereof in connection with the
2000 Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. Incorporation of Documents by Reference.
The Registration Statements on Form S-8, File Nos. 33-35516, 33-41455,
33-92580, are incorporated by reference herein.
[SIGNATURE PAGE FOLLOWS]
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SIGNATURES
Pursuant to the requirements of the Securities Act, Ashworth, Inc.
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 December 11, 2000.
ASHWORTH, INC.,
a Delaware corporation
By: /s/ Randall L. Herrel, Sr.
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Randall L. Herrel, Sr.
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement on Form S-8 has been signed by the following persons, including a
majority of the Board of Directors, in the capacities and on the date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ Randall L. Herrel, Sr. President, Chief Executive Officer and December 11, 2000
------------------------------------------ Director (Principal Executive Officer)
/s/ Terence W. Tsang Senior Vice President - Finance, Treasurer December 11, 2000
------------------------------------------ and Chief Financial Officer (Principal
Financial Officer and Principal Accounting
Officer)
/s/ Stephen Bartolin, Jr. Director December 11, 2000
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/s/ Stephen G. Carpenter, Jr. Director December 11, 2000
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/s/ Andre P. Gambucci Director December 11, 2000
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/s/ John M. Hanson, Jr. Director December 11, 2000
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/s/ H. Michael Hecht Director December 11, 2000
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/s/ James W. Nantz Director December 11, 2000
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</TABLE>
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