<PAGE>
As Filed with the Securities and Exchange Commission on July 1, 1999
Registration No. 333-61889
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
2285 Rutherford Road
Carlsbad, California 92008-8815
(Address of principal executive offices)
Delaware 95-3797580
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1998 EMPLOYEE STOCK INCENTIVE PLAN
1996 STOCK OPTION PLAN
1995 EMPLOYEE STOCK INCENTIVE PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
PROMOTION, MARKETING AND ENDORSEMENT STOCK INCENTIVE PLAN
1991 STOCK INCENTIVE PLAN AND OTHER STOCK OPTIONS
CALLAWAY GOLF COMPANY STOCK OPTION AGREEMENT BY AND BETWEEN CALLAWAY GOLF
COMPANY AND FEDERICK R. PORT
CALLAWAY GOLF COMPANY STOCK OPTION AGREEMENT BY AND BETWEEN CALLAWAY GOLF
COMPANY AND CHARLES YASH
CALLAWAY GOLF COMPANY 401(K) PROFIT SHARING PLAN
NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
(Full title of the plan)
_____________
Ely Callaway
President and Chief Executive Officer
2285 Rutherford Road
Carlsbad, California 92008-8815
(760) 931-1771
(Name, address, and telephone number,
including area code, of agent for service)
_____________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Per Offering Registration
to be Registered Registered Share Price Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
See below ** N/A ** N/A ** N/A ** N/A **
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
* This is Post-Effective Amendment No. 2 to the Registration Statement on Form
S-8 for the Callaway Golf Company Non- Employee Directors Stock Option Plan
(Registration No. 33-67160)
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** No additional securities are to be registered, and therefore no registration
fee is required.
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INTRODUCTION
------------
This Post-Effective Amendment No. 1 (the "Amendment") to certain
Registration Statements on Form S-8 (File Nos. 33-67160, 33-73680, 33-50564, 33-
85692, 33-92302, 33-98750, 333-247, 333-05719, 333-05721, 333-24207, 333-27089,
333-27091, 333-39093, 333-39095, 333-61889) (the "Registration Statements") is
being filed pursuant to Rule 414 under the Securities Act of 1933, as amended
(the "Securities Act"), by Callaway Golf Company, a Delaware corporation
("Callaway Golf Delaware" or the "Company"), which is the successor to Callaway
Golf Company, a California corporation ("Callaway Golf California"), following a
statutory merger effective on July 1, 1999 (the "Merger") for the purpose of
changing Callaway Golf California's state of incorporation. Prior to the
Merger, Callaway Golf Delaware had no assets or liabilities other than nominal
assets or liabilities. In connection with the Merger, Callaway Golf Delaware
succeeded by operation of law to all of the assets and liabilities of Callaway
Golf California. The Merger was approved by the shareholders of Callaway Golf
California at a meeting for which proxies were solicited pursuant to Section
14(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the Company with
the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended December 31,
1998;
(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934, as amended (the "Exchange Act") since
the end of the latest fiscal year covered by the Annual Report referred to in
(a) above;
(c) The description of the Company's Common Stock contained in the Company's
Registration Statement on Form S-1 (Registration No. 33-53732), including any
amendment or report filed for the purpose of updating such description;
(d) The description of the Company's Rights contained in the Company's
Registration Statement on Form 8-A on June 27, 1995, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 14 and 15(d) of
the Exchange Act, subsequent to the date of this Amendment and prior to the
filing of a post-effective amendment hereto that indicates that all securities
offered hereunder have been sold or that reregisters all securities then
remaining unsold shall be deemed to be incorporated by reference herein and to
be a part hereof from the date of filing of such documents.
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For purposes of this Amendment, any statement contained in a document
incorporated or deemed to be incorporated herein by reference shall be deemed to
be modified or superseded to the extent that a statement contained herein or in
any other subsequently filed document that also is or is deemed to be
incorporated herein by reference modifies or supersedes such statement in such
document. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Amendment.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Seema L. Nene, Esq., who has rendered an opinion as to the validity of the
Common Stock covered under this Amendment, is an employee of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Certificate of Incorporation limits the liability of directors
to the fullest extent permitted by Delaware law. Delaware law provides that
directors of a corporation will not be personally liable for monetary damages
for breach of their fiduciary duties as directors, except for liability (i) for
any breach of their duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or that involve intentional misconduct
or knowing violation of law, (iii) for unlawful payments of dividends or
unlawful stock repurchases or redemptions as provided in Section 174 of the
Delaware General Corporation Law, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify and hold
harmless any person who is or was a director or officer of the Company, or is or
was serving at the request of the Board of Directors of the Company as a
director or officer of another corporation, partnership, joint venture, trust or
other enterprise, or other persons serving the Company subject to limitations
imposed by applicable law, from and against any expenses, judgments, fines,
settlements, and other amounts actually and reasonably incurred in connection
with any threatened, pending or completed action or proceeding to the fullest
extent permitted by applicable law. The Company's Bylaws further provide that
the Company shall advance to such persons expenses incurred in defending any
proceeding prior to the final disposition thereof to the fullest extent and in
the manner permitted by the law.
The Company's Bylaws provide that indemnification provided for in the Bylaws
shall not be deemed exclusive of any other rights to which the indemnified party
may be entitled and that the Company may purchase and maintain insurance on
behalf of an agent of the Company against any liability asserted against him or
her or incurred by him or her in any such capacity or arising out of his or her
status as such, whether or not the Company would have the power to indemnify him
or her against such liabilities under such Bylaws.
The Company has entered into Indemnification Agreements with its outside
directors. These Indemnification Agreements require the Company to indemnify
each outside director if he or she is or was a party or other participant in any
suit or proceeding individually or in the
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right of the Company or any subsidiary of the Company, by reason of (a) the fact
that such outside director is or was a director of the Company or any
subsidiary, (b) any action or inaction on the part of such outside director
while a director of the Company or any subsidiary, and/or (c) the fact that such
outside director is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation or other enterprise. The
indemnification extends to all expenses, liabilities, judgments, fines and
amounts paid in settlement actually and reasonably incurred by the outside
director in connection with such action, suit or proceeding if the outside
director acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the Company and, with respect to any
criminal action or proceeding, had no reasonable cause to believe that his or
her conduct was unlawful. The Indemnification Agreements require that, to the
extent that the outside director has been successful on the merits or otherwise
in defense of any such action, suit or proceeding, the Company indemnify such
outside director against expenses actually and reasonably incurred by him or her
in connection therewith. The Company must further advance, within 30 days of a
written request, all expenses incurred by the outside director in connection
with the investigation, defense, settlement or appeal of any such action or
proceeding; provided, however, that the outside director must repay such amounts
advanced if it is ultimately determined that he or she is not entitled to be
indemnified by the Company. Under the Indemnification Agreements, the outside
directors are permitted to petition the court to seek recovery of amounts due
under the Indemnification Agreements and to recover the expenses of seeking such
recovery if he or she is successful.
The Indemnification Agreements also provide that the Company will indemnify
the outside directors to the fullest extent permitted by law. Absent the
Indemnification Agreements, indemnification that might be made available to
outside directors could be changed by amendments to the Company's Certificate of
Incorporation or Bylaws. Benefits under the Indemnification Agreements are not
available, however, to indemnify an outside director (a) with respect to
proceedings or claims initiated by the outside director that are not by way of
defense (unless authorized by the Board of Directors); (b) with respect to
liability for transactions from which the outside director derived an improper
personal benefit; (c) if the outside director is determined to have committed
acts of active and deliberate dishonesty; (d) for expenses or liabilities that
have been paid to the outside director under an insurance policy maintained by
the Company or otherwise by any other means; or (e) for an accounting of profits
realized from the purchase and sale of securities within the meaning of Section
16(b) of the Securities Exchange Act of 1934.
ITEM 8. EXHIBITS.
Exhibit No. Description
- ----------- -----------
5 Opinion of Seema L. Nene, Esq., Corporate Counsel to the Company,
as to the legality of the securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of Seema L. Nene, Esq. (contained in Exhibit 5 hereto)
5
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24 Power of Attorney (contained in signature page hereto)
6
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933 each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is
7
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against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by a final adjudication of such issue.
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SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
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 Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Carlsbad, State of California, on July 1, 1999.
CALLAWAY GOLF COMPANY
By: /s/ ELY CALLAWAY
--------------------------
Ely Callaway
Chairman, President and
Chief Executive Officer
By: /s/ DAVID A. RANE
--------------------------
David A. Rane
Executive Vice President, Administration and
Planning, and Chief Financial Officer
POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and appoints
DAVID A. RANE AND STEVEN C. McCRACKEN his or her true and lawful attorneys-in-
fact and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, at any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, with full powers and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
Principal Executive Officer
And Director:
/s/ ELY CALLAWAY Chairman, President and July 1, 1999
- --------------------------------
9
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Ely Callaway Chief Executive Officer
Principal Financial and
Accounting Officer:
/s/ DAVID A. RANE Executive Vice President, July 1, 1999
- --------------------------------
David A. Rane Administration and Planning,
and Chief Financial Officer
Other Directors:
/s/ WILLIAM C. BAKER Director July 1, 1999
- --------------------------------
William C. Baker
/s/ VERNON E. JORDAN, JR. Director July 1, 1999
- --------------------------------
Vernon E. Jordan, Jr.
/s/ YOTARO KOBAYASHI Director July 1, 1999
- --------------------------------
Yotaro Kobayashi
/s/ BRUCE A. PARKER Director, Senior Executive July 1, 1999
- --------------------------------
Bruce A. Parker Vice President, U.S. Sales
and Chief Merchant
/s/ AULANA L. PETERS Director July 1, 1999
- --------------------------------
Aulana L. Peters
/s/ FREDERICK R. PORT Director and Senior July 1, 1999
- --------------------------------
Frederick R. Port Executive Vice President,
International Sales
/s/ RICHARD L. ROSENFIELD Director July 1, 1999
- --------------------------------
Richard L. Rosenfield
/s/ WILLIAM A. SCHREYER Director July 1, 1999
- --------------------------------
William A. Schreyer
/s/ CHARLES J. YASH Director and Senior July 1, 1999
- --------------------------------
Charles J. Yash Executive Vice President,
Golf Balls
10
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INDEX TO EXHIBITS
-----------------
Exhibit No. Description
- ----------- -----------
5 Opinion of Seema L. Nene, Esq., Corporate Counsel to the Company,
as to the legality of the securities being registered.
23.1 Consent of Independent Accountants.
23.2 Consent of Seema L. Nene, Esq. (contained in Exhibit 5 hereto).
24.1 Power of Attorney (contained in signature page hereto).
11
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EXHIBIT 5
---------
July 1, 1999
Callaway Golf Company
2285 Rutherford Road
Carlsbad, California 92008-8815
Re: Post-Effective Amendment No. 1 to Registration Statements on Form S-8
Ladies and Gentlemen:
I have prepared the Post-Effective Amendment No. 1 to the Registration
Statements on Form S-8 (the "Amendment") to be filed by Callaway Golf Company, a
Delaware Corporation (the "Company"), with the Securities and Exchange
Commission on or about July 1, 1999 in connection with the assumption pursuant
to Rule 414 of the Securities Act of 1933, as amended, by the Company of certain
Registration Statements on Form S-8 filed by the Company's predecessor, Callaway
Golf Company, a California Corporation ("Callaway Golf California"), relating to
shares of Common Stock of Callaway Golf California reserved for issuance under
certain stock plans (the "Plans") of Callaway Golf California. I understand
that the Plans have been assumed by the Company and that in accordance with the
terms of the Plans, the Company has reserved shares (the "Shares") of Common
Stock of the Company for issuance pursuant to the Plans. As your counsel, I
have examined the proceedings taken and am familiar with the proceedings
proposed to be taken by you in connection with said issuance and sale of the
Shares pursuant to the Plans. In addition, I have made such legal and factual
examinations and inquiries, including an examination of originals or copies
certified or otherwise identified to my satisfaction of such documents,
corporate records and instruments, as I have deemed necessary or appropriate for
purposes of this opinion.
In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, and the conformity
to authentic original documents of all documents submitted to me as copies.
I am opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, and I express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or any other laws, or as to any matters of municipal law
or the laws of any other local agencies within the state.
Subject to the foregoing, upon completion of the proceedings being taken
or contemplated by the Company to be taken prior to the issuance and sale of the
Shares pursuant to the Plans, and upon completion of the proceedings being taken
in order to permit such transactions to be carried out in accordance with the
securities laws of the various states
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where required, the Shares, when issued and sold in the manner referred to in
the Plan and the Registration Statement, will be legally and validly issued,
fully-paid and non-assessable.
13
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I hereby consent to filing this opinion as an exhibit to the Amendment.
Very truly yours,
/s/ SEEMA L. NENE
-------------------
Seema L. Nene, Esq.
Corporate Counsel
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Exhibit 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 26, 1999, except as to Note 16
which is as of February 12, 1999 relating to the financial statements, which
appears in the 1998 Annual Report to Shareholders of Callaway Golf Company,
which is incorporated by reference in Callaway Golf Company's Annual Report on
Form 10-K for the year ended December 31, 1998. We also consent to the
incorporation by reference of our report dated January 26, 1999 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
PRICEWATERHOUSECOOPERS LLP
San Diego, California
June 30, 1999
15
