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ELY > SEC Filings for ELY > Form 8-K on 15-Aug-2013All Recent SEC Filings

Show all filings for CALLAWAY GOLF CO



Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securiti

Item 1.01 Entry into a Material Definitive Agreement.

On August 15, 2013, Callaway Golf Company (the "Company") entered into separate, privately-negotiated exchange agreements (the "Exchange Agreements") pursuant to which it will issue 3,392,263 shares (the "Exchange Shares") of the Company's common stock, par value $0.01 per share, in exchange for 233,843 shares of the Company's outstanding 7.50% Series B Cumulative Perpetual Convertible Preferred Stock, par value $0.01 per share and liquidation preference $100 per share (the "Preferred Stock"). The Company will also pay to the exchanging holders cash dividends through December 15, 2013 on their shares of Preferred Stock surrendered in the exchange transactions.

The Company offered the Exchange Shares to certain holders of the Preferred Stock in the exchange transactions in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

The foregoing description of the Exchange Agreements does not purport to be complete and is qualified in its entirety by reference to the Form of Exchange Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02.

Item 8.01 Other Events.

On August 15, 2013, the Company issued a press release captioned "Callaway Golf Company Announces Exchange Transactions in Connection with Convertible Preferred Stock." A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                  Description

10.1              Form of Exchange Agreement.

99.1              Press release, dated August 15, 2013, captioned "Callaway Golf
                  Company Announces Exchange Transactions in Connection with
                  Convertible Preferred Stock."

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