Attached files
| file | filename |
|---|---|
| EX-99.2 - CALLAWAY GOLF CO | v191721_ex99-2.htm |
| EX-99.1 - CALLAWAY GOLF CO | v191721_ex99-1.htm |
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
July 27,
2010
Date of
Report (Date of earliest event reported)
|
CALLAWAY
GOLF COMPANY
|
|
(Exact
name of registrant as specified in its
charter)
|
|
DELAWARE
|
1-10962
|
95-3797580
|
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
|
2180
RUTHERFORD ROAD, CARLSBAD, CALIFORNIA
|
92008-7328
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
(760)
931-1771
Registrant’s
telephone number, including area code
|
NOT
APPLICABLE
|
|
(Former
name or former address, if changed since last
report.)
|
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 (see General Instruction A.2. below):
¨ 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
2.02 Results of Operations and Financial
Condition.*
On July
28, 2010, Callaway Golf Company (the “Company”) issued a press release captioned
“Callaway Golf Company Announces Second Quarter and First Half 2010
Results.” A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by this reference.
Item
2.05 Costs Associated with Exit or Disposal
Activities.
The Company previously announced that
it had adopted a global operations strategy targeted at improving the Company’s
gross margins (the “Global Operations Strategy”). On July 27, 2010,
the Company announced the next phase of its Global Operations
Strategy. More specifically, the Company announced that it will be
restructuring its global manufacturing and distribution operations over the next
18 months to add speed and flexibility to customer service demands, optimize
efficiencies and facilitate long-term gross margin improvements (the “M&D
Restructuring”). This initiative will include the reorganization of
the Company’s manufacturing and distribution centers located in Carlsbad,
California and Toronto, Canada, the creation of third party logistics sites in
Dallas, Texas and Toronto, Canada, as well as the establishment of a new
production facility in Monterrey, Mexico. A copy of the July 27, 2010 press
release is attached hereto as Exhibit 99.2 and incorporated herein by this
reference.
Set forth below are the current
estimated charges that are expected to be incurred over the next 18 months in
connection with the M&D Restructuring (in
thousands):
|
Cash
|
Non-cash
|
Total
|
||||||||||
|
Termination
benefits
|
$ | 5,447 | $ | - | $ | 5,447 | ||||||
|
Asset
write-offs
|
- | 100 | 100 | |||||||||
|
Transition
costs1
|
18,753 | - | 18,753 | |||||||||
|
Total
|
$ | 24,200 | $ | 100 | $ | 24,300 | ||||||
1Transition
costs consist primarily of consulting expenses, costs associated with
redundancies during the start-up and training phase of the new production
facility in Monterrey, Mexico, start-up costs associated with the establishment
of third party logistics sites, travel expenses, and costs associated with the
transfer of inventory and equipment.
The above
enumerated charges reflect the Company’s best estimate as of the filing of this
report based upon the Company’s current plans. Any change in the
Company’s plans during implementation, or any delays, difficulties, or increased
costs associated with the implementation of these initiatives, could affect the
estimated amounts or timing of the charges.
Item
9.01 Financial Statements and Exhibits.*
|
|
(c)
|
Exhibits.
|
The following exhibits are being
furnished herewith:
|
|
Exhibit
99.1
|
Press
Release, dated July 28, 2010, captioned “Callaway Golf Company Announces
Second Quarter and First Half 2010
Results.”
|
|
|
Exhibit
99.2
|
Press
Release, dated July 27, 2010, captioned “Callaway Golf Announces Redesign
of Global Operations System.”
|
* The
information furnished under Item 2.02 and 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.
|
CALLAWAY
GOLF COMPANY
|
||
|
Date: July 28,
2010
|
By:
|
/s/ Brian P. Lynch
|
|
Name:
|
Brian
P. Lynch
|
|
|
Title:
|
Vice
President and
|
|
|
Corporate
Secretary
|
||
Exhibit
Index
|
Exhibit Number
|
Description
|
|
|
99.1
|
Press
Release, dated July 28, 2010, captioned “Callaway Golf Company Announces
Second Quarter and First Half 2010 Results.”
|
|
|
99.2
|
Press
Release, dated July 27, 2010, captioned “Callaway Golf Announces Redesign
of Global Operations System.”
|