Item 8.01 Other Events.
On November 12, 2020, Callaway Golf Company, a Delaware corporation
("Callaway"), will hold a virtual conference for analysts and shareholders to
provide further information about the business of Topgolf International, Inc., a
Delaware corporation ("Topgolf"). In connection with the virtual conference,
Callaway is providing a slide presentation, a copy of which is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 99.1 Topgolf Virtual Conference Slide Presentation, dated November 12,
2020
Exhibit 104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL document
Additional Information and Where You Can Find It
Callaway Golf Company will file with the SEC a registration statement on Form
S-4, which will include the proxy statement of Callaway Golf Company that also
constitutes a prospectus of Callaway Golf Company and a consent solicitation
statement of Topgolf International, Inc. (the "proxy
statement/prospectus/consent solicitation"). INVESTORS AND STOCKHOLDERS ARE
URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTUS/CONSENT SOLICITATION, AND
OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC, IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT CALLAWAY
GOLF COMPANY, TOPGOLF INTERNATIONAL, INC., THE PROPOSED TRANSACTION AND RELATED
MATTERS. Investors and stockholders will be able to obtain free copies of the
proxy statement/prospectus/consent solicitation and other documents filed with
the SEC by the parties through the website maintained by the SEC at www.sec.gov.
In addition, investors and stockholders will be able to obtain free copies of
the proxy statement/prospectus/consent solicitation and other documents filed
with the SEC on Callaway's website at https://www.callawaygolf.com (for
documents filed with the SEC by Callaway).
No Offer or Solicitation
This communication is for information purposes only and is not intended to and
does not constitute an offer to sell or the solicitation of an offer to
subscribe for or buy or an invitation to purchase or subscribe for any
securities or the solicitation of any vote in any jurisdiction pursuant to the
proposed transaction or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of applicable law.
No offer of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Callaway, Topgolf, and their respective directors and executive officers may be
deemed to be participants in the solicitation of proxies from the stockholders
of Callaway in connection with the proposed transaction. Information regarding
the persons who are, under the rules of the SEC, participants in the
solicitation of the stockholders of Callaway and Topgolf, respectively, in
connection with the proposed transaction, including a description of their
direct or indirect interests, by security holdings or otherwise, will be set
forth in the proxy statement/prospectus/consent solicitation when it is filed
with the SEC. Information regarding Callaway's directors and executive officers
is contained in Callaway's Annual Report on Form 10-K for the year ended
December 31, 2019 and its Revised Definitive Proxy Statement on Schedule 14A,
dated March 27, 2020, which are filed with the SEC and can be obtained free of
charge from the sources indicated above.
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Forward-Looking Statements
The information in this Current Report on Form 8-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
words "may," "should," "will," "could," "would," "anticipate," "plan,"
"believe," "project," "estimate," "expect," "strategy," "future," "likely," and
similar expressions, among others, generally identify forward-looking
statements, which speak only as of the date the statements were made and are not
guarantees of future performance. Such forward-looking statements include, but
are not limited to, statements about the benefits of the business combination
transaction involving Callaway and Topgolf, including the anticipated
operations, financial position, liquidity, performance, prospects or growth and
scale opportunities of Callaway, Topgolf or the combined company, the
strategies, prospects, plans, expectations or objectives of management of
Callaway or Topgolf for future operations of the combined company, any
statements regarding the approval and closing of the merger, including the need
for stockholder approval and the satisfaction of closing conditions, and
statements of belief and any statement of assumptions underlying any of the
foregoing.
Forward-looking statements involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to
be materially different from any future results, performance or achievements
expressed or implied by the forward-looking statements. These risks,
uncertainties and other factors relate to, among others: risks and uncertainties
related to our pending merger with Topgolf, including the failure to obtain, or
delays in obtaining, required regulatory approval, the risk that such approval
may result in the imposition of conditions that could adversely affect Callaway
or the expected benefits of the proposed transaction, any termination fee that
may be payable by Callaway pursuant to the terms of the merger agreement, or the
failure to satisfy any of the closing conditions to the proposed transaction on
a timely basis or at all; costs, expenses or difficulties related to the merger
with Topgolf, including the integration of the Topgolf business; failure to
realize the expected benefits and synergies of the proposed transaction in the
expected timeframes or at all; the potential impact of the announcement,
pendency or consummation of the proposed transaction on relationships with
Callaway's and/or Topgolf's employees, customers, suppliers and other business
partners; the risk of litigation or regulatory actions to Callaway and/or
Topgolf; inability to retain key personnel; changes in legislation or government
regulations affecting Callaway and/or Topgolf; uncertainty of the duration,
scope and impact of COVID-19; a further spread or worsening of COVID-19; any
further regulatory actions taken in response to COVID-19, including the future
shutdown of or restrictions on Callaway's or Topgolf's retail locations, venues,
distribution centers, manufacturing plants or other facilities; the
effectiveness of Callaway's or Topgolf's protective gear, social distancing
guidelines, and other preventive or safety measures; disruptions to business
operations of Callaway and Topgolf as a result of COVID-19, including
disruptions to business operations from travel restrictions, government-mandated
or voluntary shut-down orders or quarantines, or voluntary "social distancing"
that affects employees, customers and suppliers; continued growth, momentum and
opportunities in the golf industry; production delays, closures of manufacturing
facilities, retail locations, warehouses and supply and distribution chains;
staffing shortages as a result of remote working requirements or otherwise;
uncertainty regarding global economic conditions, particularly the uncertainty
related to the duration and impact of the COVID-19 pandemic, and related
decreases in customer demand and spending; and economic, financial, social or
political conditions that could adversely affect Callaway, Topgolf or the
proposed transaction.
The foregoing list is not exhaustive. For additional information concerning
these and other risks and uncertainties that could affect these statements, the
golf industry, and Callaway's business, see Callaway's Annual Report on Form
10-K for the year ended December 31, 2019 as well as other risks and
uncertainties detailed from time to time in Callaway's reports on Forms 10-Q and
8-K subsequently filed with the SEC, including the proxy
statement/prospectus/consent solicitation that will be included in the
registration statement on Form S-4 that will be filed with the SEC in connection
with the proposed transaction. Readers are cautioned not to place undue reliance
on these forward-looking statements, which speak only as of the date hereof.
Callaway undertakes no obligation to republish revised forward-looking
statements to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
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