As filed with the Securities and Exchange Commission on May 28, 2008
Registration Statement No. 33-92302
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
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 92008-7328
(760) 931-1771
(Address, including zip code, and telephone number,
including area code of registrant’s principal executive offices)
1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
George Fellows
President and Chief Executive Officer
2180 Rutherford Road
Carlsbad, California 92008-7328
(760) 931-1771
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 to the Registration Statement on Form S-8 on May 15, 1995 (file No. 33-92302) (the “Registration Statement”), is filed for the sole purpose of terminating the Registration Statement and deregistering any unsold shares of the Registrant’s common stock, par value $0.01 per share, previously registered under the Registration Statement and issuable under the 1995 Employee Stock Purchase Plan (the “Plan”). As of the date of this Post-Effective Amendment No. 2, no shares of the Registrant’s common stock are reserved for future issuance under the Plan.
As no securities are being registered herein, the sole purpose being to terminate and deregister, the disclosure requirements for exhibits under Regulation S-K Item 601 are inapplicable to this filing.
The following exhibit is being filed or furnished herewith:
| Exhibit 10.24.1 | Form of Limited Power of Attorney. | |
2
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 the requirements for filing an amendment on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on May 28, 2008.
| CALLAWAY GOLF COMPANY | ||
| By | /s/ Bradley J. Holiday | |
| Bradley J. Holiday | ||
| Senior Executive Vice President and Chief Financial Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons on behalf of the registrant in the capacities and on the date indicated.
| Signature |
Title |
Date | ||
| /s/ George Fellows George Fellows |
President and Chief Executive Officer (Principal Executive Officer) Director |
May 28, 2008 | ||
| /s/ Bradley J. Holiday Bradley J. Holiday |
Senior Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
May 28, 2008 | ||
| * Ronald S. Beard |
Director | May 28, 2008 | ||
| * Samuel H. Armacost |
Director | May 28, 2008 | ||
| * John C. Cushman, III |
Director | May 28, 2008 | ||
| * Yotaro Kobayashi |
Director | May 28, 2008 | ||
| * Richard L. Rosenfield |
Director | May 28, 2008 | ||
| * Anthony S. Thornley |
Director | May 28, 2008 | ||
| *By: |
/s/Bradley J. Holiday Bradley J. Holiday Attorney-in-fact |
May 28, 2008 | ||||
3
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 10.24.1 | Form of Limited Power of Attorney. | |
4