As Filed with the Securities and Exchange Commission on June 30, 1999 Registration No. 333-39093 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ____________ POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________ CALLAWAY GOLF COMPANY (Exact name of Registrant as specified in its charter) 2285 Rutherford Road Carlsbad, California 92008-8815 (Address of principal executive offices) California 95-3797580 (State or other jurisdiction of (IRS Employer incorporation or organization) Identification No.) ODYSSEY GOLF 401(k) PLAN (Full title of the plan) _____________ Ely Callaway President and Chief Executive Officer 2285 Rutherford Road Carlsbad, California 92008-8815 (760) 931-1771 (Name, address, and telephone number, including area code, of agent for service) _____________ CALCULATION OF REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------ Proposed Proposed Maximum Maximum Title of Amount Offering Aggregate Amount of Securities to be Price Per Offering Registration to be Registered Registered Share Price Fee - ------------------------------------------------------------------------------------------------------------------ N/A* N/A* N/A* N/A* N/A* - ------------------------------------------------------------------------------------------------------------------ * This Amendment is to terminate the Registration Statement and deregister shares and plan interests thereunder. - ------------------------------------------------------------------------------- Post-Effective Amendment ------------------------ Pursuant to instructions from the Securities and Exchange Commission ("SEC"), we are filing this post-effective amendment to terminate the Callaway Golf Company Registration Statement on Form S-8, Registration No. 333-39093, originally filed with the SEC on October 30, 1997, and to deregister securities and plan interests thereunder. There currently are 100,000 shares registered under the plan, none of which have been sold. These 100,000 shares and any plan interests are hereby deregistered. As there are no securities being registered herein, the sole purpose being to deregister, the disclosure requirements under the Securities Act of 1933 and the requirements for exhibits under Regulation S-K Item 601 are inapplicable to this filing. 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 of the requirements for filing on Form S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, as of June 30, 1999. CALLAWAY GOLF COMPANY By: /s/ ELY CALLAWAY ---------------- Ely Callaway Chairman, President and Chief Executive Officer By: /s/ DAVID A. RANE ----------------- David A. Rane Executive Vice President, Administration and Planning, and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the date indicated. Signature Title Date --------- ----- ---- Principal Executive Officer and Director: Chairman, President and /s/ ELY CALLAWAY Chief Executive Officer June 30, 1999 - ----------------------------------- Ely Callaway Principal Financial and Accounting Officer: Executive Vice President, Administration and Planning, /s/ DAVID A. RANE and Chief Financial Officer June 30, 1999 - ----------------------------------- David A. Rane Other Directors: * Director June 30, 1999 - ----------------------------------- William C. Baker * Director June 30, 1999 - ----------------------------------- Vernon E. Jordan, Jr. * Director June 30, 1999 - ----------------------------------- Bruce A. Parker * Director June 30, 1999 - ----------------------------------- Aulana L. Peters * Director June 30, 1999 - ----------------------------------- Frederick R. Port * Director June 30, 1999 - ----------------------------------- Richard Rosenfield * Director June 30, 1999 - ----------------------------------- William A. Schreyer * Director June 30, 1999 - ----------------------------------- Charles J. Yash * By: /s/ DAVID A. RANE ----------------------------------- David A. Rane Attorney-in-fact The Plan. - -------- Pursuant to the requirements of the Securities Act of 1933, the Odyssey Golf 401(k) Profit Sharing Plan has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California, as of June 30, 1999. THE ODYSSEY GOLF 401(k) PROFIT SHARING PLAN By: /s/ RONALD DRAPEAU ------------------------------------ Ronald Drapeau Member, Odyssey Golf 401(k) Profit Sharing Plan Committee Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and as of the date indicated. SIGNATURE TITLE DATE --------- ----- ---- Member, Odyssey Golf 401(k) June 30, 1999 /s/ RONALD DRAPEAU Profit Sharing Plan Committee - ----------------------------- Ronald Drapeau Member, Odyssey Golf 401(k) June 30, 1999 * Profit Sharing Plan Committee - ----------------------------- Glenn Speirs Member, Odyssey Golf 401(k) June 30, 1999 * Profit Sharing Plan Committee - ----------------------------- Elizabeth O'Mea Member, Odyssey Golf 401(k) June 30, 1999 * Profit Sharing Plan Committee - ----------------------------- Anne Marie Oldham *By: /s/ RONALD A. DRAPEAU ------------------------ Ronald A. Drapeau (Attorney-in-fact)