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Form 8-K CALLAWAY GOLF CO For: Aug 29

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August 29, 2016 5:28 PM EDT

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 29, 2016

 

 

CALLAWAY GOLF COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   1-10962   95-3797580

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File No.)

  

(I.R.S. Employer

Identification No.)

2180 Rutherford Road

Carlsbad, California 92008-7328

(Address of Principal Executive Offices, Including Zip Code)

 

 

(760) 931-1771

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01 Regulation FD Disclosure.*

On August 29, 2016, Callaway Golf Company (the “Company”) issued a press release announcing that it has entered into an agreement to acquire Toulon Design. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference. The acquisition is expected to have only a minimal impact on the Company’s financial results in 2016 and the estimated impact is already included in the Company’s financial guidance provided on July 27, 2016.

 

Item 9.01 Financial Statements and Exhibits.*

 

  (d) Exhibits.

The following exhibit is being furnished herewith:

 

Exhibit 99.1    Press release, dated August 29, 2016, captioned “Callaway Golf Company Acquires Toulon Design.”

 

* The information furnished under Item 7.01 and Item 9.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any registration statement or other filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 29, 2016     CALLAWAY GOLF COMPANY
    By:  

/s/ Brian P. Lynch

      Brian P. Lynch
     

Senior Vice President, General Counsel and

Corporate Secretary

Exhibit 99.1

 

LOGO

CALLAWAY GOLF COMPANY ACQUIRES

TOULON DESIGN

Leading Equipment Manufacturer Strengthens its Premium Milled Putter Offering

and Adds Industry Innovator

CARLSBAD, Calif., August 29, 2016 — Callaway Golf Company (NYSE: ELY), an industry leader in innovative golf equipment and technology, today announced it has entered into an agreement to acquire Toulon Design. Based in Vista, California, Toulon Design is a premium milled putter company specializing in performance-driven design and exceptional customization. Sean Toulon, the company’s co-founder, is an established innovator in the golf industry with more than 30 years of experience; he will join Callaway Golf as SVP, Callaway Golf and General Manager, Odyssey Brand. Terms of the agreement were not disclosed.

With the acquisition of Toulon Design, Callaway strengthens its position in the putter category, where its Odyssey brand has been the #1 Putter in Golf® since Callaway acquired the brand in 1997. Odyssey is also the #1 Putter across the major worldwide Tours, with more Tour wins and major championships than any other putter company this year.

“Sean is one of the most experienced and knowledgeable leaders in the golf equipment industry, and we are excited to have him come aboard to help us continue to lead the putter category with great designs and the highest performing innovations,” commented Chip Brewer, President and Chief Executive Officer at Callaway Golf Company. “With today’s announcement we fortify our position as the number one equipment company in golf and add valuable experience to our leadership team.”

“We are so excited to be joining forces with Callaway and Odyssey,” said Mr. Toulon. “We have been inspired by the innovation of these two great brands over a long period of time. But what might be even more impressive is the engagement these great brands have with golfers,” he continued. “We have always believed that a deep connection to the game and to those that love it is the key to creating world class products and experiences that golfers love. We feel like we have found the perfect home and look forward to creating incredible products for passionate golfers for many years to come.”

For more information about Callaway Golf, please visit www.callawaygolf.com.

 

- more -

About Callaway Golf

Through an unwavering commitment to innovation, Callaway Golf Company (NYSE: ELY) creates products designed to make every golfer a better golfer. Callaway Golf Company manufactures and sells golf clubs and golf balls, and sells golf accessories under the Callaway Golf® and Odyssey® brands worldwide. For more information please visit www.callawaygolf.com.

MEDIA CONTACT:

Scott Goryl

Callaway Golf Company

[email protected]


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