<PAGE>
As Filed with the Securities and Exchange Commission on July 1, 1999
Registration No. 333-61889
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
POST EFFECTIVE AMENDMENT NO. 2 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)
Delaware 95-3797580
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
1995 EMPLOYEE STOCK INCENTIVE 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
<TABLE>
<CAPTION>
==============================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount Offering Aggregate Amount of
Securities to be Price Per Offering Registration
to be Registered Registered (1) Share (2) Price (2) Fee
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value
- --------------------------------------------------------------------------------------------------------------
Newly Reserved 400,000 $ 13.38 $ 5,352,000 $ 1,488
Under 1995
Employee Stock
Incentive Plan
- --------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement shall cover, in addition
to the number of shares of Common Stock stated above, such indeterminate
number of shares of Common Stock as may be issued upon exercise of options
granted under such plan as a result of adjustment provisions thereunder.
<PAGE>
(2) Estimated solely for purposes of determining the registration fee pursuant
to Rule 457(h), based on the average of the high and low prices of Callaway
Golf Company Common Stock as reported on June 28, 1999 on the New York
Stock Exchange, in respect of options to be granted under the plan.
================================================================================
2
<PAGE>
INTRODUCTION
------------
This Registration Statement on Form S-8 is filed by Callaway Golf Company
(the "Company") relating to 400,000 additional shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), issuable to employees of
the Company under the Callaway Golf Company 1995 Employee Stock Incentive Plan.
PART I
INFORMATION REQUIRED IN THE PROSPECTUS
--------------------------------------
ITEM 1. PLAN INFORMATION
The Registrant will send or give the documents containing information
specified in this Item 1 to employees, officers, directors or others as
specified by Rule 428(b)(1). In accordance with the rules and regulations of
the Securities and Exchange Commission (the "Commission") and the instructions
to Form S-8, the Registrant is not filing such documents with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Registrant will send or give the documents containing information
specified in this Item 2 to employees, officers, directors or others as
specified by Rule 428(b)(1). In accordance with the rules and regulations of
the Securities and Exchange Commission (the "Commission") and the instructions
to Form S-8, the Registrant is not filing such documents with the Commission
either as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
--------------------------------------------------
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which previously have been filed by the Company
with the Securities and Exchange Commission (the "Commission"), are incorporated
herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1998;
(b) All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the latest fiscal year covered by the Annual Report referred to
in (a) above;
3
<PAGE>
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-1 (Registration No. 33-53732),
including any amendment or report filed for the purpose of updating such
description;
(d) The description of the Company's Rights contained in the Company's
Registration Statement on Form 8-A on June 27, 1995, including any amendment or
report filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 14 and 15(d)
of the Exchange Act, subsequent to the date of this Registration Statement and
prior to the filing of a post-effective amendment hereto that indicates that all
securities offered hereunder have been sold or that deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference herein and
to be a part hereof from the date of filing of such documents.
For purposes of this Registration Statement, any statement contained in a
document incorporated or deemed to be incorporated herein by reference shall be
deemed to be modified or superseded to the extent that a statement contained
herein or in any other subsequently filed document that also is or is deemed to
be incorporated herein by reference modifies or supersedes such statement in
such document. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Seema L. Nene, Esq., who has rendered an opinion as to the validity of the
Common Stock being registered by this Registration Statement, is an employee of
the Company.
ITEM 8. EXHIBITS.
Exhibit No. Description
- ----------- -----------
4.1 Certificate of Incorporation of the Company (filed as an exhibit to
the Company's Current Report on Form 8-K filed on July 1, 1999, and
incorporated herein by this reference)
4.2 Bylaws of the Company (filed as an exhibit to the Company's Current
Report on Form 8-K filed on July 1, 1999 and incorporated herein by
this reference)
4.3 Rights Agreement by and between the Company and Chemical Mellon
Shareholder Services, as Rights Agent, dated as of June 21, 1995
(filed as an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995, and incorporated herein by
this reference)
4
<PAGE>
4.4 Dividend Reinvestment and Stock Purchase Plan (filed as the
Prospectus in the Company's Registration Statement on Form S-3 (No.
33-77024), and incorporated herein by this reference)
4.7 Callaway Golf Company 1995 Employee Stock Incentive Plan (as
amended and restated February 16, 1999)
5 Opinion of Seema L. Nene, Esq., Corporate Counsel to the Company,
as to the legality of the securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of Seema L. Nene, Esq. (contained in Exhibit 5 hereto)
24 Power of Attorney (contained in signature page hereto)
5
<PAGE>
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, on July 1, 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
POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and appoints
DAVID A. RANE AND STEVEN C. McCRACKEN his or her true and lawful attorneys-in-
fact and agents, each acting alone, with full powers of substitution and
resubstitution, for him or her and in his or her name, place and stead, at any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, each acting alone, with full powers and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as full to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming that all said attorneys-in-fact and
agents, each acting alone, or his substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer
and Director:
/s/ ELY CALLAWAY Chairman, President and July 1, 1999
- -----------------------------
</TABLE>
6
<PAGE>
<TABLE>
<S> <C>
Ely Callaway Chief Executive Officer
Principal Financial and
Accounting Officer:
/s/ DAVID A. RANE Executive Vice President, July 1, 1999
- -----------------------------
David A. Rane Administration and Planning,
and Chief Financial Officer
Other Directors:
/s/ WILLIAM C. BAKER Director July 1, 1999
- -----------------------------
William C. Baker
/s/ VERNON E. JORDAN, JR. Director July 1, 1999
- -----------------------------
Vernon E. Jordan, Jr.
/s/ YOTARO KOBAYASHI Director July 1, 1999
- -----------------------------
Yotaro Kobayashi
/s/ BRUCE A. PARKER Director, Senior Executive July 1, 1999
- -----------------------------
Bruce A. Parker Vice President, U.S. Sales
and Chief Merchant
/s/ AULANA L. PETERS Director July 1, 1999
- -----------------------------
Aulana L. Peters
/s/ FREDERICK R. PORT Director and Senior July 1, 1999
- -----------------------------
Frederick R. Port Executive Vice President,
International Sales
/s/ RICHARD L. ROSENFIELD Director July 1, 1999
- -----------------------------
Richard L. Rosenfield
/s/ WILLIAM A. SCHREYER Director July 1, 1999
- -----------------------------
William A. Schreyer
/s/ CHARLES J. YASH Director and Senior July 1, 1999
- -----------------------------
Charles J. Yash Executive Vice President,
Golf Balls
</TABLE>
7
<PAGE>
INDEX TO EXHIBITS
-----------------
Exhibit No. Description
- ----------- -----------
4.1 Certificate of Incorporation of the Company (filed as an exhibit to
the Company's Current Report on Form 8-K filed on July 1, 1999, and
incorporated herein by this reference)
4.2 Bylaws of the Company (filed as an exhibit to the Company's current
Report on Form 8-K filed on July 1, 1999 and incorporated herein by
this reference)
4.3 Rights Agreement by and between the Company and Chemical Mellon
Shareholder Services, as Rights Agent, dated as of June 21, 1995
(filed as an exhibit to the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1995, and incorporated herein by
this reference)
4.4 Dividend Reinvestment and Stock Purchase Plan (filed as the
Prospectus in the Company's Registration Statement on Form S-3 (No.
33-77024), and incorporated herein by this reference)
4.7 Callaway Golf Company 1995 Employee Stock Incentive Plan (as
amended and restated February 16, 1999)
5 Opinion of Seema L. Nene, Esq., Corporate Counsel to the Company,
as to the legality of the securities being registered
23.1 Consent of Independent Accountants
23.2 Consent of Seema L. Nene, Esq. (contained in Exhibit 5 hereto)
24 Power of Attorney (contained in signature page hereto)
8
<PAGE>
Exhibit 4.7
-----------
CALLAWAY GOLF COMPANY
1995 EMPLOYEE STOCK INCENTIVE PLAN
(As Amended and Restated February 16, 1999)
1. Purposes of the Plan
The purpose of this 1995 Employee Stock Incentive Plan (the "Plan") of
Callaway Golf Company, a California corporation (the "Company"), is to provide
for grants of stock options and other stock-based incentive awards to broad
classes of employees of the Company and its Subsidiaries, thereby helping to
retain and motivate such employees, and to encourage the judgment, initiative
and efforts of such employees by further aligning their interests with those of
the shareholders of the Company.
2. Plan Awards
To carry out the purposes of the Plan, the Company will from time to
time enter into various arrangements with persons eligible to participate
therein and confer various benefits upon them. The following such arrangements
or benefits are authorized under the Plan if their terms and conditions are not
inconsistent with the provisions of the Plan: Stock Options, Restricted Stock,
Sales of Securities, Stock Bonuses, Performance Shares, Performance Units, Stock
Appreciation Rights, Phantom Stock, Dividend Equivalents and Other Stock-Based
Benefits. Such arrangements and benefits pursuant to the Plan are sometimes
herein referred to as "Awards." The authorized categories of benefits for which
Awards may be granted are defined as follows:
Stock Options: A Stock Option is a right granted under the Plan to
purchase a specified number of shares of Common Stock at such exercise price, at
such times, and on such other terms and conditions as are specified in the
Award. A Stock Option may but need not (a) provide for the payment of some or
all of the option exercise price in cash or by promissory note or by delivery of
previously owned shares (including the technique known as "pyramiding") or other
property or by withholding some of the shares that are being purchased; (b)
include arrangements to facilitate the grantee's ability to borrow funds for
payment of the exercise price; or (c) be an Incentive Stock Option.
Restricted Stock: Restricted Stock is Common Stock sold under the
Plan (other than through the exercise of a Stock Option) at a substantial
discount from its Fair Market Value or at its par value, but subject during
specified periods of time to such restrictions on its transferability and
repurchase rights as are expressed in the Award and as may constitute a
substantial condition of forfeiture while in effect.
Sales of Securities: A Sale of Securities is a sale under the Plan of
unrestricted shares of Common Stock or of debt or other securities that are
convertible into
<PAGE>
shares of Common Stock upon such terms and conditions as may be established in
the terms of the Award.
Stock Bonuses: A Stock Bonus is the issuance or delivery of
unrestricted or restricted shares of Common Stock under the Plan as a bonus for
services rendered or for any other valid consideration under applicable law.
Performance Shares: A Performance Share is an Award that represents a
fixed number of shares of Common Stock that vest at a specified time or over a
period of time in accordance with performance criteria established in connection
with the granting of the Award. Such criteria may measure the performance of
the grantee, of the business unit in which the grantee is employed, or of the
Company, or a combination of any of the foregoing. The vested portion of the
Award is payable to the grantee either in the shares it represents or in cash in
an amount equal to the Fair Market Value of those shares on the date of vesting,
or a combination thereof, as specified in the Award.
Performance Units: A Performance Unit is an Award that represents a
fixed amount of cash that vests at a specified time or over a period of time in
accordance with performance criteria established in connection with the granting
of the Award. Such criteria may measure the performance of the grantee, of the
business unit in which the grantee is employed, or of the Company, or a
combination of any of the foregoing. The vested portion of the Award is payable
to the grantee either in cash or in shares valued at their Fair Market Value on
the date of vesting, or a combination thereof, as specified in the Award.
Stock Appreciation Rights: A Stock Appreciation Right is a right
granted under the Plan to receive a payment that is measured with reference to
the amount by which the Fair Market Value of a specified number of shares of
Common Stock appreciates from a specified date, such as the date of grant of the
Award, to the date of exercise. Payment of a Stock Appreciation Right may be
made in cash or in shares valued at their Fair Market Value on the date of
exercise, or a combination thereof, as specified in the Award. A Stock
Appreciation Right may but need not be granted in tandem with a Stock Option and
require the surrender of that Stock Option or a portion thereof in connection
with the exercise of the Stock Appreciation Right.
Phantom Stock: Phantom Stock is a cash bonus granted under the Plan
measured by the Fair Market Value of a specified number of shares of Common
Stock on a specified date, or measured by the excess of such Fair Market Value
over a specified minimum, which may but need not include a Dividend Equivalent.
Dividend Equivalents: A Dividend Equivalent is a right granted under
the Plan to receive an amount in cash equivalent to the dividends that are paid,
if any, on a specified number of shares of Common Stock during a certain period
of time.
Other Stock-Based Benefits: An Other Stock-Based Benefit is any
arrangement granted under the Plan not otherwise described above that (a) by its
terms might involve the issuance or sale of Common Stock or (b) involves a
benefit that is
10
<PAGE>
measured, in whole or in part, by the value, appreciation, dividend yield or
other features attributable to a specified number of shares of Common Stock.
An Award may consist of one such arrangement or benefit or two or more
of them in tandem or in the alternative. Subject to the provisions of the Plan,
any Award granted pursuant to the Plan may contain such additional terms and
provisions as those administering the Plan for the Company may consider
appropriate. Among other things, any such Award may but need not also provide
for (i) the satisfaction of any applicable tax withholding obligation by the
retention of shares to which the grantee would otherwise be entitled or by the
grantee's delivery of previously owned shares or other property and (ii)
acceleration of vesting, lapse of restrictions, cash settlement or other
adjustment to the terms of the Award in the event of a merger, sale of assets or
change of control of the Company.
3. Stock Subject to the Plan
The kind and maximum number of shares of stock that may be sold or
issued under the Plan, whether upon exercise of Stock Options or in settlement
of other Awards, shall be 5,600,000 shares of Common Stock (this number reflects
all stock splits through February 16, 1999, and is subject to further
adjustments set forth hereinbelow). If the outstanding shares of stock of the
class then subject to the Plan are increased or decreased, or are changed into
or are exchanged for a different number or kind of shares or securities or other
forms of consideration, as a result of one or more recapitalizations,
restructurings, reclassifications, stock splits, reverse stock splits, stock
dividends or the like, appropriate adjustments shall be made in the number
and/or kind of shares or securities or other forms of consideration which may
thereafter be sold or issued under the Plan and for which Awards (including
Incentive Stock Options) may thereafter be granted and for which outstanding
Awards previously granted under the Plan may thereafter be exercised or settled.
If, on or before termination of the Plan, any shares of Common Stock
subject to an Award shall not be issued or transferred and shall cease to be
issuable or transferable for any reason, or if such shares shall have been
reacquired by the Company pursuant to restrictions imposed on such shares under
the Plan or the terms of an Award, the shares not so issued or transferred and
the shares so reacquired shall no longer be charged against the limitation
provided for in this Section 3 and may be again made the subject of Awards under
the Plan. The shares of stock sold or issued under the Plan may be obtained
from the Company's authorized but unissued shares, from reacquired or treasury
shares, or from outstanding shares acquired in the market or from private
sources.
4. Administration of the Plan
(a) The Plan shall be administered by the Board of Directors of the
Company (the "Board") or, in the discretion of the Board, a committee appointed
thereby (the "Committee"). Subject to the provisions of the Plan, the Board, or
the Committee, shall have full and final authority in its discretion to select
the eligible persons to whom
11
<PAGE>
Awards shall be granted hereunder, to grant such Awards, to determine the terms
and provisions of such Awards and the number of shares to be sold or issued
pursuant thereto. The Board (and the Committee) shall also be empowered with
full and final authority to adopt, amend, and rescind such rules and regulations
as, in its opinion, may be advisable in the administration of the Plan. The
Board or the Committee, as the case may be, may delegate to Company officers or
others its authority with respect to any Awards that may be granted to eligible
persons under the Plan, subject to applicable legal requirements. The
interpretation and construction by the Board or the Committee of any term or
provision of the Plan or of any Award granted thereunder shall be final and
binding upon all participants in the Plan.
(b) Pursuant to the authority described above, the Board or the
Committee may adopt such amendments to, and rules and regulations governing, the
Plan as may be considered advisable for purposes of compliance with applicable
federal or state securities laws. The Board of Directors has established the
following rules applicable to all Awards made pursuant to the Plan: No Award
granted hereunder (other than an Award expressly granting unrestricted shares)
may be transferred by the grantee except (i) by will or the laws of descent and
distribution, (ii) upon dissolution of marriage pursuant to a qualified domestic
relations order or division of community or marital property or (iii) with the
express written approval of the Board or Committee in its sole discretion. No
such permitted transfer shall, by itself, affect any vesting restrictions that
then apply to the Award.
(c) The Company may assist any person to whom an Award is granted
hereunder in the payment of the purchase price or other amounts payable in
connection with the receipt or exercise of that Award, by lending such amounts
to such person on such terms and at such rates of interest and upon such
security (if any) as shall be approved by the Board or the Committee.
5. Persons Eligible to Participate
Any person who is an employee, consultant or advisor of the Company or
any of its Subsidiaries and who is not an Officer of the Company may be eligible
to be considered for the grant of Awards under the Plan, as determined by the
Board or the Committee in its discretion.
6. Plan Effectiveness and Duration
The Plan shall become effective as of the date designated by the
Board. Unless previously terminated by the Board, the Plan shall expire ten
years after its effective date, but such expiration shall not affect any Award
previously made or granted that is then outstanding.
7. Amendment and Termination
12
<PAGE>
The Board may amend, alter or discontinue the Plan or an agreement
evidencing an Award granted under the Plan, but no amendment or alteration shall
be made that would affect any Award previously made or granted that is then
outstanding, without the grantee's consent; provided, however, that no such
consent shall be required if the Board determines in its sole discretion that
such amendment or alteration is not reasonably likely to significantly diminish
the benefits provided under such Award or that any such diminishment has been
adequately compensated. Notwithstanding the foregoing, if an amendment to the
Plan would affect the ability of any Stock Options granted under the Plan to
comply with Section 422 or other applicable provisions of the Internal Revenue
Code (the "Code"), and if the Committee determines that it is necessary or
desirable for any Stock Options theretofore or thereafter granted that are
intended to comply with any such provision to so comply, or otherwise is
required under any applicable law, rule or regulation, the amendment shall be
approved by the Company's shareholders to the extent required for such Stock
Options to continue to comply with Section 422 of the Code, or other applicable
provisions of or rules under the Code.
8. Certain Definitions
The authorized categories of benefits for which Awards may be granted
under the Plan are defined in Section 2 above. In addition, the following terms
used in the Plan shall have the following meanings:
Common Stock: Common Stock is the Company's common stock, as
constituted on the effective date of the Plan, and as thereafter adjusted as a
result of any one or more events requiring adjustment of outstanding Awards
under Section 3 above.
Fair Market Value: The Fair Market Value of shares of stock shall be
calculated (a) during such time as the Company is not a publicly-traded company,
by the Board based on its good faith determination, and (b) at such times as the
Company is publicly-traded, on the basis of the closing price of stock of that
class on the day in question (or, if such day is not a trading day in the U.S.
securities markets, on the nearest preceding trading day), as reported with
respect to the principal market (or the composite of the markets, if more than
one) in which such shares are then traded; or, if no such closing prices are
reported, on the basis of the mean between the high bid and low asked prices
that day on the principal market or national quotation system on which such
shares are then quoted; or, if not so quoted, as furnished by a professional
securities dealer making a market in such shares selected by the Board or the
Committee; or if no such dealer is available, then the Fair Market Value shall
be determined in good faith by the Board.
Incentive Stock Option: An Incentive Stock Option is a Stock Option
that qualifies as an "incentive stock option" as defined under Section 422 (or
any applicable successor provisions) of the Code and that includes an express
provision that it is intended to be an Incentive Stock Option.
13
<PAGE>
Subsidiary: A Subsidiary of the Company is any corporation, partnership
or other entity in which the Company directly or indirectly owns 50% or more of
the total combined power to cast votes in the election of directors, trustees,
managing partners or similar officials.
14
<PAGE>
Exhibit 5
---------
July 1, 1999
Callaway Golf Company
2285 Rutherford Road
Carlsbad, California 92008-8815
Re: Form S-8 Registration Statement;
400,000 Shares of Common Stock
------------------------------
Ladies and Gentlemen:
In connection with the registration by Callaway Golf Company, a Delaware
corporation (the "Company"), of 400,000 additional shares of common stock, par
value $.01 per share (the "Shares"), of the Company to be issued upon the
exercise of options to be granted under the Company's 1995 Employee Stock
Incentive Plan, as amended (the "Plan"), under the Securities Act of 1933, as
amended (the "Act"), on a Registration Statement on Form S-8 filed with the
Securities and Exchange Commission on or about July 1, 1999 (as amended from
time to time, the "Registration Statement"), you have requested my opinion with
respect to the matters set forth below.
In my capacity as your counsel in connection with such registration, I am
familiar with the proceedings taken and proposed to be taken by the Company in
connection with the authorization, issuance and sale of the Shares, and for the
purposes of this opinion, have assumed such proceedings will be timely completed
in the manner presently proposed. In addition, I have made such legal and
factual examinations and inquiries, including an examination of originals or
copies certified or otherwise identified to my satisfaction of such documents,
corporate records and instruments, as I have deemed necessary or appropriate for
purposes of this opinion.
In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, and the conformity
to authentic original documents of all documents submitted to me as copies.
I am opining herein as to the effect on the subject transaction only of
the General Corporation Law of the State of Delaware, and I express no opinion
with respect to the applicability thereto, or the effect thereon, of the laws of
any other jurisdiction or any other laws, or as to any matters of municipal law
or the laws of any other local agencies within the state.
Subject to the foregoing, it is my opinion that as of the date hereof the
Shares have been duly authorized, and, upon the exercise of options and the
payment for Shares in
15
<PAGE>
accordance with the terms set forth in the Plans under which such Shares will be
issued and sold, the Shares will be validly issued, fully paid and
nonassessable.
I hereby consent to filing this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ SEEMA L. NENE
------------------
Seema L. Nene, Esq.
Corporate Counsel
16
<PAGE>
Exhibit 23.1
------------
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 26, 1999, except as to Note 16
which is as of February 12, 1999 relating to the financial statements, which
appears in the 1998 Annual Report to Shareholders of Callaway Golf Company,
which is incorporated by reference in Callaway Golf Company's Annual Report on
Form 10-K for the year ended December 31, 1998. We also consent to the
incorporation by reference of our report dated January 26, 1999 relating to the
financial statement schedule, which appears in such Annual Report on Form 10-K.
PRICEWATERHOUSECOOPERS LLP
San Diego, California
June 30, 1999
17
