ADAMS GOLF INC
8-A12G, 1998-07-07
SPORTING & ATHLETIC GOODS, NEC
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<PAGE>
                                        
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                        
                                    FORM 8-A
                                        
               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                                        
                   PURSUANT TO SECTION 12 (b) OR (g) OF THE
                       SECURITIES EXCHANGE ACT OF 1934
                                        
                                ADAMS GOLF, INC.
- --------------------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)
                                        
           Delaware                                         75-2320087
- --------------------------------                 -------------------------------
  (State of incorporation or                     (I.R.S. Employer Identification
        organization)                                          Number)
                                          
  300 Delaware Avenue, Suite 548
       Wilmington, Delaware                                  19801
- --------------------------------                 -------------------------------
(Address of principal executive                            (Zip Code)
         offices)
                                          
Securities to be registered pursuant to Section 12(b) of the Act:

      Title of each class                         Name of each exchange on which
      to be so registered                         each class is to be registered

            None                                                N/A
- --------------------------------                 -------------------------------


If this form relates to the registration of a class of securities pursuant to 
Section 12(b) of the Exchange Act and is effective pursuant to General 
Instruction A. (c), please check the following box. / / 

If this form relates to the registration of a class of securities pursuant to 
Section 12(g) of the Exchange Act and is effective pursuant to General 
Instruction A. (d), please check the following box. /X/

Securities Act registration statement file number to which this form relates: 
333-51715 (If applicable)

Securities to be registered pursuant to Section 12(g) of the Act:
                                       
                     COMMON STOCK, PAR VALUE $.001 PER SHARE
- --------------------------------------------------------------------------------
                               (Title of class)

<PAGE>

         INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

     A description of the Registrant's Common Stock, par value $.001 per 
share, to be registered hereby is contained in the section entitled 
"Description of Capital Stock" in the Registrant's Form S-1 Registration 
Statement, filed with the Securities and Exchange Commission on May 4, 1998 
(Registration No. 333-51715), as amended, pursuant to the Securities Act of 
1933, as amended (the "S-1 Registration Statement"), and such information is 
incorporated herein by reference.

ITEM 2.  EXHIBITS.

   EXHIBIT           
     NO.             EXHIBIT
   -------           -------
     1.              Amended and Restated Certificate of Incorporation of the
                     Registrant (Incorporated by reference to Exhibit 3.1 to
                     the S-1 Registration Statement).

     2.              Amended and Restated Bylaws of the Registrant
                     (Incorporated by reference to  Exhibit 3.2 to the S-1
                     Registration Statement).

     3.              Registration Rights Agreement dated April 30, 1998 by and
                     among the Registrant and certain stockholders of the
                     Registrant (Incorporated by reference to Exhibit 4.3 to
                     the S-1 Registration Statement).

     4.              Form of Common Stock Certificate of  the Company
                     (Incorporated by reference to Exhibit 4.5 to the S-1
                     Registration Statement).


                                       
                           [SIGNATURE PAGE FOLLOWS]



                                       2.

<PAGE>

                                   SIGNATURE

     Pursuant to the requirements of Section 12 of the Securities Exchange 
Act of 1934, the Registrant has duly caused this registration statement to be 
signed on its behalf by the undersigned, thereto duly authorized.

                                            ADAMS GOLF, INC.

                                            By: /s/ Darl P. Hatfield  
                                                ------------------------------
                                                      Darl P. Hatfield
                                                SENIOR VICE PRESIDENT - FINANCE 
                                                      AND ADMINISTRATION
                                                 AND CHIEF FINANCIAL OFFICER 
                                          
Date:  July 6, 1998





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