Post-Effective Amendment No. 2 to Form S-8

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.

 

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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 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

 

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EXHIBIT INDEX

 

Exhibit No.

  

Description

10.24.1    Form of Limited Power of Attorney.

 

4