-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NlH75wbsjzofVisD4nKp/QrHej63oquHBGMqj+0rJ7Vs2Ss6+E6BaHaHfWG0I0v3 N2DTjSRCoqcrCwVZ0GLc0g== 0000944209-97-000278.txt : 19970313 0000944209-97-000278.hdr.sgml : 19970313 ACCESSION NUMBER: 0000944209-97-000278 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970312 EFFECTIVENESS DATE: 19970312 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: GRAND PRIX ASSOCIATION OF LONG BEACH INC CENTRAL INDEX KEY: 0001014957 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-RACING, INCLUDING TRACK OPERATION [7948] IRS NUMBER: 952945353 STATE OF INCORPORATION: CA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-23151 FILM NUMBER: 97555087 BUSINESS ADDRESS: STREET 1: 3000 PACIFIC AVE CITY: LONG BEACH STATE: CA ZIP: 90806 BUSINESS PHONE: 5629812600 MAIL ADDRESS: STREET 1: 3000 PACIFIC AVE CITY: LONG BEACH STATE: CA ZIP: 90806 S-8 1 FORM S-8 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GRAND PRIX ASSOCIATION OF LONG BEACH, INC. (Exact name of registrant as specified in it's charter) CALIFORNIA 95-2945353 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
GRAND PRIX ASSOCIATION OF LONG BEACH 1993 STOCK OPTION PLAN (Full title of the Plan) CHRISTOPHER R. POOK, PRESIDENT GRAND PRIX ASSOCIATION OF LONG BEACH, INC. 3000 PACIFIC AVENUE LONG BEACH, CA 90806 (Name and Address of Agent for Service) (562) 981-2600 (Telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
=============================================================================================== Proposed Proposed Title of Maximum maximum securities to be Amount to be offering price aggregate Amount of registered registered (1) per share (2) offering price registration fee $1.09 (2) Common Stock 602,451 shares $656,672 $199.00 ===============================================================================================
NOTES: (1) Plus such indeterminate number of additional shares of Common Stock as may be required in the event of a stock dividend, reverse stock split, or combination of shares, recapitalization or any other change in the Company's capital stock. (See Introduction). (2) The registration fee was calculated pursuant to Rule 457(h)(1) based on the price at which the options may be exercised. INTRODUCTION The Registrant is filing this Form S-8 Registration Statement in order to register 602,451 shares of Common Stock which were authorized to be issued under the Grand Prix Association of Long Beach 1993 Stock Option Plan (the "Plan"). The Plan originally authorized issuance of 16,998 shares. Subsequently the stock was split 35.57013:1. Therefore, the number of shares being registered is calculated by multiplying the number of shares granted (16,937) by 35.57013. Only 16,937 options were granted before the Plan was terminated. The 602,451 options granted were granted at an exercise price of $1.09 per share. PART I - INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* *Information required by Part I to be contained in the Section 10(a) Prospectus is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act and the Note to Part I of Form S-8. PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents are incorporated by reference in the Registration Statement: (a) The Prospectus of Grand Prix Association of Long Beach, Inc. dated June 24, 1996 filed with the Securities and Exchange Commission pursuant to Rule 424(b) promulgated under the Securities Act of 1933. (b) The Registrant's Form 8-K filed July 10, 1996, regarding the acquisition of Memphis Motorsports Park. (c) The Registrant's annual report on Form 10-KSB for fiscal year ended June 30, 1996 as filed with the Securities and Exchange Commission on November 14, 1996. (d) The Registrant's Form 8-K filed September 18, 1996 regarding the addition of Neil Matlins to the Board of Dircetors. (e) The Registrant's quarterly report on Form 10-QSB for fiscal quarter ended September 30, 1996 as filed with the Securities and Exchange Commission on November 14, 1996. (f) The Registrant's Form 8-K filed December 18, 1996 regarding the change of Registrant's fiscal year end to November 30. (g) The Registrant's annual report on Form 10-KSB for the transition period from July 1, 1996 through November 30, 1996 filed February 28, 1997. (h) All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 since fiscal year ended June 30, 1996. All documents subsequently filed by the Registrant pursuant to Section 13(a), 13(c), 14 and or 15(d) of the Exchange Act prior to filing a post-effective amendment which indicates that the securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in the document incorporated or deemed to be incorporated by reference shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein by reference modifies or supersedes such prior statement. 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 4. DESCRIPTION OF SECURITIES Not applicable. The class of securities to be offered is registered under Section 12 of the Securities Exchange Act of 1934, as amended. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Registrant's Articles of Incorporation and Bylaws contain provisions limiting the personal liability of directors to the company or its shareholders and indemnifying directors, officers, employees and agents of the Registrant for actions, in their capacity as such, to the fullest extent permitted by law. In August, 1994 each of the then-existing non-employee directors of the company entered into indemnification agreements with the company pursuant to which the company agreed to indemnify the non-employee directors against expenses incurred by a non-employee director arising out of any act or omission of the director arising out of his duties as a director of the company. In September, 1996, the company entered into similar agreements with two new non-employee directors. The company has directors and officers liability insurance. Insofar as indemnification for liability arising under the Securities Act may be permitted to directors, officers and controlling persons of the company pursuant to the foregoing provisions, the company has been advised that in the opinion of the Securities and Exchange Commission indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. At present there is no pending or threatened litigation involving a director, officer, employee or agent of the company where indemnification will be required or permitted. The Registrant knows of no threatened litigation or proceeding which may result on a claim of indemnification by any director, officer, employee or agent. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Grand Prix Association of Long Beach 1993 Stock Option Plan (incorporated by reference to Exhibit 10.4 to Registrant's Registration Statement on Form SB- 2). 4.2 Registrant's Amended Articles of Incorporation (incorporated by reference to Exhibit 3.1 and 3.2 to Registrant's Registration Statement on Form SB-2). 4.3 Registrant's Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series B Convertible Preferred Stock. 4.4 Registrant's Certificate of Correction of Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series B Convertible Preferred Stock. 4.5 Bylaws (incorporated by reference to Exhibit 3.3 to Registrant's Registration Statement on Form SB-2). 5.1 Opinion of counsel. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of counsel (included as part of opinion filed as Exhibit 5.1) ITEM 9. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the Plan not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the Registration Statement is on Form S-3 or Form S- 8, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement. (2) That, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1934, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person or the Registrant in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. SIGNATURE 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 has caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Long Beach, State of California, on March 10, 1997. GRAND PRIX ASSOCIATION OF LONG BEACH, INC. By: /s/ Christopher R. Pook ----------------------- Christopher R. Pook Chairman of the Board, Chief Executive Officer and President 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.
Signature Title Date --------- ----- ---- /s/ Christopher R. Pook Chairman of the Board, March 10, 1997 - -------------------------- President and Chief Executive CHRISTOPHER R. POOK Officer (Principal Executive Officer) /s/ James P. Michaelian Chief Operating Officer and March 10, 1997 - -------------------------- Director JAMES P. MICHAELIAN /s/ Marlene A. Davis Chief Financial Officer March 10, 1997 - -------------------------- (Principal Financial and MARLENE A. DAVIS Accounting Officer) /s/ Daniel Gurney Director March 10, 1997 - -------------------------- DANIEL GURNEY /s/ James Sullivan Director March 10, 1997 - -------------------------- JAMES SULLIVAN /s/ John R. Queen, III Director March 10, 1997 - -------------------------- JOHN R. QUEEN, III
EXHIBIT INDEX The following exhibits to this Form S-8 are filed herewith:
EXHIBIT NO. EXHIBIT - ----------- ----------------------------------------------------------------------------------------------- 4.3 Registrant's Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series B Convertible Preferred Stock. 4.4 Certificate of Correction of Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series B Convertible Preferred Stock. 5.1 Opinion of counsel. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of counsel (included as part of opinion filed as Exhibit 5.1). =============================================================================================================
EX-4.3 2 REGISTRANT'S CERTIFICATE OF DETERMINATION EXHIBIT 4.3 [LETTERHEAD OF STATE OF CALIFORNIA] SECRETARY OF STATE CORPORATION DIVISION I, BILL JONES, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this JUNE 27 1996 ------------------------------------ [THE GREAT SEAL OF THE STATE OF CALIFORNIA] /s/ Bill Jones Secretary of State Sec./State Form CE-107(rev 9-95) CERTIFICATE OF DETERMINATION OF RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF GRAND PRIX ASSOCIATION OF LONG BEACH, INC. A California Corporation The undersigned, CHRISTOPHER R. POOK and GEMMA A. BANNON, hereby certify that: 1. They are the duly elected and acting President and Secretary, respectively, of GRAND PRIX ASSOCIATION OF LONG BEACH, INC. (the "Corporation"). 2. Under authority given by the Corporation's Articles of Incorporation, the Board of Directors has duly adopted the following recitals and resolutions: WHEREAS, the Articles of Incorporation of the Corporation provide for a class of shares known as Preferred Stock, issuable from time to time in one or more series; and WHEREAS, the Board of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, to fix the number of shares constituting any such series, and to fix the number of shares constituting any such series; and WHEREAS, the Board of Directors of the Corporation is authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, to fix the number of shares constituting any such series, and to fix the number of shares constituting any such series; and to determine the designation thereof, or any of them; and WHEREAS, the Board of Directors of the Corporation desires to determine the rights, preferences, privileges and restrictions relating to the second series of Preferred Stock, and the number of shares constituting and the designation of the series; NOW, THEREFORE, IT IS RESOLVED, that the Board of Directors hereby determines the designation of, number of shares constituting, and the rights, preferences, privileges and restrictions relating to the second series of Preferred Stock as follows: (a) The second series of Preferred Stock shall be designated "Series B Convertible Preferred Stock." (b) The number of shares constituting the Series B Convertible Preferred Stock shall be 280,000. (c)(i) The holders of the Series B Convertible Preferred Stock shall be entitled to receive dividends when and as declared by the Board of Directors, out of any corporate assets at the time legally available for this purpose, at an annual rate equal to 4.185% of the original value of each share. The term "original value" means the price at which the first share of the Series B Convertible Preferred Stock was issued. Such dividends shall be payable in cash annually on the anniversary of the 1 issuance of the Series B Convertible Preferred Stock to holders of Series B Convertible Preferred Stock of record on a date not more than sixty (60) nor less than ten (10) days preceding the respective payment date as specified by the Board of Directors or, if not so specified, as provided in the bylaws or by law. Dividends shall accrue on each share of Series B Convertible Preferred Stock from the date of its original issuance and shall accrue from day to day, whether or not earned or declared. Dividends shall be cumulative so that if dividends in respect of any previous annual dividend period at the above annual rate shall not have been paid on or declared and set apart for all Series B Convertible Preferred Stock, the deficiency shall be fully paid on or declared and set apart for those shares before any dividends may be declared and paid on Common Stock in any fiscal year of the Corporation. All dividends payable to the holders of the Series B Convertible Preferred Stock shall be paid after all dividends for the current fiscal year have been paid to the holders of the Series A Convertible Preferred Stock. (ii) The right to receive and accrue dividends shall cease on the earliest of (A) the date on which the Series B Convertible Preferred Stock is converted to Common Stock, (B) December 31, 1998, or (C) payment in full of the indebtedness of the holder of the Series B Convertible Preferred Stock to Boatman's Bank of Tennessee and certain other lenders in the aggregate principal amount of $1,500,000 (the "Unassumed Debt"). (d) On any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary, the holders of the Series B Convertible Preferred Stock shall share ratably with the holders of the Common Stock in any distribution of cash or assets remaining after payment of the liquidation preference to the holders of the Series A Convertible Preferred Stock. (e)(i) Subject to the provisions of the California General Corporation Law and to any other applicable restrictions on the right of a corporation to redeem its own shares, the Corporation, on a date set during the month of January, 1999, shall redeem all of the outstanding Series B Convertible Preferred Stock which has not been converted as of December 31, 1998. Upon redemption, the Corporation shall pay for each share redeemed, cash in the amount of $.01 per share plus an amount, equal to all dividends thereon accrued and unpaid as provided in subparagraph (c)(1), above, whether earned or declared or not (the "Redemption Price.") (ii) At least ten (10) days before the date of redemption (the "Redemption Date"), a written redemption notice shall be given to each holder of Series B Convertible Preferred Stock by first-class mail, postage prepaid, at the shareholder's address as shown on the Corporation's records, stating: (A) that the Series B Convertible Preferred Stock is to be redeemed; (B) the Redemption Date; (C) the Redemption Price; and (D) the place of payment of the Redemption Price. 2 (iii) On or before the Redemption Date, each holder of shares to be redeemed shall surrender the certificates representing the shares to the Corporation at the place designated for payment in the redemption notice and shall then be entitled to receive payment of the Redemption Price. (iv) If the redemption notice shall have been duly given and if, on the Redemption Date, the Redemption Price is available for payment, whether or not the certificates covering these shares are surrendered, all rights with respect to the redeemable Series B Convertible Preferred Stock shall terminate except the right of the holders to receive the Redemption Price, without interest, on the surrender of the certificates. (v) Upon redemption of the Series B Convertible Preferred Stock, the Corporation shall be obligated to assume, pay and indemnify the holders of the Series B Convertible Preferred Stock and its shareholders from and against the Unassumed Debt. (f) The holders of the Series B Convertible Preferred Stock shall have conversion rights as follows: (i) The Series B Convertible Preferred Stock shall be convertible into fully paid and nonassessable Common Stock of the Corporation (calculated to the nearest one-hundredth of a share, fractions of less than one-hundredth of a share being disregarded) at the option of the respective holders of the shares at any time after June 30, 1997. (ii) Each share of the Series B Convertible Preferred Stock shall be convertible into one (1) share of Common Stock, subject to adjustment as provided in subparagraph (f)(iv), below. (iii) Before any shares of the Series B Convertible Preferred Stock may be converted into Common Stock at the option of the holder, the holder must surrender the certificate or certificates for those shares, duly endorsed in blank or accompanied by proper instruments of transfer. Conversion shall be deemed to have been made as of the date of surrender of the Series B Convertible Preferred Stock to be converted, and the person or persons entitled to receive the Common Stock issuable upon conversion shall be treated for all purposes as the record holder or holders of those shares of Common Stock on that date. (iv) The number of shares of Common Stock into which Series B Convertible Preferred Stock may be converted shall be subject to adjustment from time to time in certain cases as follows: (A) If the Corporation shall subdivide or combine its outstanding Common Stock into a greater or smaller number of shares, then in each case the number of shares of Common Stock 3 into which Series B Convertible Preferred Stock may be converted shall be increased or reduced in the same proportion. (B) If the Corporation shall set a record date for the purpose of entitling the holders of its Common Stock to receive a dividend or other distribution payable in Common Stock or securities convertible into or exchangeable for Common Stock, then in each such case the maximum number of shares of Common Stock issuable in payment of the dividend or distribution or upon conversion of or in exchange for the securities convertible into or exchangeable for Common Stock, shall be deemed to have been issued and to be outstanding as of that record date, and in each such case the number of shares of Common Stock into which Series B Convertible Preferred Stock may be converted, shall be increased in proportion to the increase, through the dividend or distribution, of the number of outstanding shares of Common Stock. (C) If the Corporation shall set a record date for the purpose of entitling the holders of its Common Stock to subscribe for additional Common Stock upon payment of an amount per share of Common Stock less then the "market value" (as defined in (D), below) per share of Common Stock on that record date, then in each such case the number of Common Stock deliverable upon the conversion of each Series B Convertible Preferred Stock shall be increased in the ratio which (v) the sum of the number of shares of Common Stock outstanding on that record date and the number of shares of Common Stock sold bears to (w) the sum of the number of shares of Common Stock outstanding on that record date and the number of shares of Common Stock which the aggregate subscription price would purchase at the "market value" per share of the Common Stock on that record date. Upon the setting of a record date by the Corporation for the purpose of entitling the holders of its Common Stock to subscribe for shares of stock or other securities convertible into, exchangeable for, or carrying rights of purchase of, Common Stock, a record date shall be deemed to have been set for the purpose of entitling the holders of its Common Stock to subscribe for the total number of shares of Common Stock deliverable upon the exercise of such rights of conversion, exchange, or purchase, upon payment of an aggregate price equal to the sum of (x) the total consideration payable to the Corporation for the stock or other securities so convertible or exchangeable, and (y) in the case of the stock or other securities carrying such rights, but not so convertible or exchangeable, the amount (if any) by which the consideration payable to the Corporation for that stock or other securities shall exceed the distributive amounts (excluding dividends) payable on voluntary liquidation of the Corporation with respect to that stock or the principal amount of securities, as the case may be, or the redemption price thereof, whichever is higher, and (z) any additional amount thereafter payable to the Corporation upon the exercise of the rights of conversion, exchange, or 4 purchase. (D) The "market value" per share of Common Stock at the time as of which then "market value" is determined shall be deemed to be the average of the daily closing prices for thirty (30) consecutive business days selected by the Corporation out of the forty (40) such days immediately preceding the date as of which "market value" is determined. For the purpose of the foregoing sentence, a "business day" means a day on which the principal stock exchange or other market on which the Common Stock is traded was open for at least one-half of its normal business day. The closing price on any day shall be the last sale price, regular way, as reported in a composite published report of transactions which includes transactions on the exchange or other principal markets in which the Common Stock is traded or, if there is no such composite report as to any day, the last reported sales price, regular way (or if there is no such reported sale on that day, the average of the closing reported bid and asked prices) on the principal United States securities trading market (whether a stock exchange, NASDAQ, or otherwise) in which the Common Stock is traded; provided, however, that if the Common Stock is not publicly traded or listed during the time of any computation pursuant to this paragraph, its "market value" for the purposes hereof shall be the fair value as determined in good faith by the Board of Directors of the Corporation. (E) If there occurs any capital reorganization or any reclassification of the capital stock of the Corporation, the consolidation or merger of the Corporation with or into another corporation, or the sale or conveyance of all or substantially all of the assets of the Corporation to another corporation, each Series B Convertible Preferred Stock shall thereafter be convertible into the same kind and amounts of securities (including shares of stock) or other assets, or both, issuable or distributable to the holders of outstanding Common Stock of the Corporation upon reorganization, reclassification, consolidation, merger, sale, or conveyance, in respect of the number of shares of Common Stock into which that Series B Convertible Preferred Stock might have been converted immediately prior to the reorganization, reclassification, consolidation, merger, sale or conveyance; and in any such case, appropriate adjustments (as determined by the Board of Directors) shall be made applying the provisions herein set forth with respect to the rights and interest thereafter of the holders of the Series B Convertible Preferred Stock, to the end that the provisions set forth (including provisions with respect to changes in, and other adjustments of, the conversion rate) shall thereafter be applicable, as nearly as reasonably may be, in relation to any securities or other assets deliverable upon the conversion of the Series B Convertible Preferred Stock. (v) Immediately upon adjustment of the amount of 5 Common Stock or other securities deliverable upon the conversion of Series B Convertible Preferred Stock, the Corporation shall file, at its principal executive office and with any transfer agent or agents for Series B Convertible Preferred Stock and for Common Stock, a statement, signed by the Chairman of the Board, President, or one of the Vice Presidents of the Corporation, and by its Chief Financial Officer or one of its Assistant Treasurers, stating the adjusted amount of its Common Stock or other securities deliverable upon the conversion of the Series B Convertible Preferred Stock calculated to the nearest one one- hundredth and setting forth in reasonable detail the method of calculation and the facts requiring the adjustment and upon which the calculation is based. Each adjustment shall remain in effect until a subsequent adjustment hereunder is required. (vi) No fractional shares of Common Stock shall be issued upon the conversion of the Series B Convertible Preferred Stock. If any fractional interest in a share of Common Stock would otherwise be deliverable upon the conversion of any of the Series B Convertible Preferred Stock the Corporation shall, in lieu of delivering the fractional share, pay the holder of the converted Series B Convertible Preferred Stock an amount equal to the value of the fractional interest. (g) Each holder of Series B Convertible Preferred Stock shall have the same rights to vote held by the holders of the Corporation's Common Stock. Each holder of the Series B Convertible Preferred Stock shall have the number of votes equal to the number of shares of Series B Convertible Preferred Stock held. FURTHER RESOLVED, that the President and Secretary of the Corporation are each authorized to execute, verify, and file a Certificate of Determination of Rights, Preferences, Privileges and Restrictions in accordance with California law setting forth the foregoing rights, preferences, privileges and restrictions on the Series B Convertible Preferred Stock. 3. The authorized number of shares of Preferred Stock of the Corporation is 10,000,000, and the number of shares constituting the Series B Convertible Preferred Stock, none of which has been issued, is 280,000. IN WITNESS WHEREOF, the undersigned have executed this Certificate on June ---- 19, 1996. - -- /s/ Christopher R. Pook ------------------------------ CHRISTOPHER R. POOK, PRESIDENT /s/ Gemma A. Bannon ------------------------------ GEMMA A. BANNON, SECRETARY 6 The undersigned, CHRISTOPHER R. POOK and GEMMA A. BANNON, the President and Secretary, respectively, of GRAND PRIX ASSOCIATION OF LONG BEACH, INC., each declares under penalty of perjury under the laws of the State of California that the matters set out in the foregoing Certificate are true of his or her own knowledge. Executed at Long Beach, California, on 6/19, 1996. ---- /s/ Christopher R. Pook ------------------------------ CHRISTOPHER R. POOK /s/ Gemma A. Bannon ------------------------------ GEMMA A. BANNON 7 EX-4.4 3 CERTIFICATION OF CORRECTION [LETTERHEAD OF STATE OF CALIFORNIA] SECRETARY OF STATE I, Bill Jones, Secretary of State of the State of California, hereby certify: That the annexed transcript has been compared with the corporate record on file in this office, of which it purports to be a copy, and that same is full, true and correct. IN WITNESS WHEREOF, I execute this certificate and affix the Great Seal of the State of California this Jan 21, 1997 ------------------------------------ [THE GREAT SEAL OF THE STATE OF CALIFORNIA] /s/ Bill Jones Secretary of State SEC/State Form CE-107(Rev. 11/96) [ENDORSED FILED In the office of the Secretary of State of the State of California Dec 16 1996 /s/ Bill Jones BILL JONES, Secretary of State] CERTIFICATE OF CORRECTION OF CERTIFICATE OF DETERMINATION OF RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS OF SERIES B CONVERTIBLE PREFERRED STOCK OF GRAND PRIX ASSOCIATION OF LONG BEACH, INC. A CALIFORNIA CORPORATION The undersigned, CHRISTOPHER R. POOK and GEMMA A. BANNON, hereby certify that: 1. They are duly elected and acting President and Secretary, respectively, of GRAND PRIX ASSOCIATION OF LONG BEACH, INC. (the "Corporation"). 2. The Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series B Convertible Preferred Stock of Grand Prix Association of Long Beach, Inc., was filed with the Secretary of State of the State of California on June 27, 1996. 3. Section (c) of the Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series B Convertible Preferred Stock of Grand Prix Association of Long Beach, Inc. as corrected, should read as follows: "(c) (i) The holders of the Series B Convertible Preferred Stock shall be entitled to receive dividends when and as declared by the Board of Directors, out of any corporate assets at the time legally available for this purpose, at an annual rate equal to 4.185% of the original value of each share. The term "original value" means the price at which the first share of the Series B Convertible Preferred Stock was issued. Such dividends shall be payable in cash quarterly commencing three months following the issuance of the Series B Convertible Preferred Stock and continuing on the same day of each third month thereafter, to holders of Series B Convertible Preferred Stock of record on a date not more than sixty (60) nor less than ten (10) days preceding the respective payment date as specified by the Board of Directors or, if not so specified, as provided in the bylaws or by law. Dividends shall accrue on each share of Series B Convertible Preferred Stock from the date of its original issuance and shall accrue from day to day, whether or not earned or declared. Dividends shall be cumulative so that if dividends in respect of any previous annual dividend period at the above annual rate shall not have been paid on or declared and set apart -1- for all Series B Convertible Preferred Stock, the deficiency shall be fully paid on or declared and set apart for those shares before any dividends may be declared and paid on Common Stock in any fiscal year of the Corporation. All dividends payable to the holders of the Series B Convertible Preferred Stock shall be paid after all dividends for the current fiscal quarter have been paid to the holders of the Series A Convertible Preferred Stock. (ii) The right to receive and accrue dividends shall cease on the earliest of (A) the date on which the Series B Convertible Preferred Stock is converted to Common Stock, (B) December 31, 1998, or (C) payment in full of the indebtedness of the holder of the Series B Convertible Preferred Stock to Boatman's Bank of Tennessee and certain other lenders in the aggregate principal amount of $1,500,000 (the "Unassumed Debt")." 3. This Certificate does not alter the wording of any resolution or written consent adopted by the Board of Directors or the shareholders. IN WITNESS WHEREOF, the undersigned have executed this Certificate of Correction on December 10, 1996 at Long Beach, California. /s/ Christopher R. Pook ------------------------------------ CHRISTOPHER R. POOK, President /s/ Gemma A. Bannon ------------------------------------ GEMMA A. BANNON, Secretary We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. Executed at Long Beach, California on December 10, 1996. /s/ Christopher R. Pook ------------------------------------ CHRISTOPHER R. POOK /s/ Gemma A. Bannon ------------------------------------ GEMMA A. BANNON -2- EX-5.1 4 OPINION OF COUNSEL EXHIBIT 5.1 Law Offices of VALERIE K. deMARTINO 100 Oceangate, Suite 1200 Tel: (562) 628-5577 Long Beach, CA 90802 Fax: (562) 628-5578 e-mail demartino@earthlink.net March 10, 1997 Grand Prix Association of Long Beach, Inc. 3000 Pacific Avenue Long Beach, CA 90806 Re: Registration Statement on Form S-8 ---------------------------------- Gentlemen: I have acted as counsel to Grand Prix Association of Long Beach, Inc. in connection with the preparation and filing with the Securities Exchange Commission of a Registration Statement under the Securities Act of 1933 on Form S-8 for the Grand Prix Association of Long Beach 1993 Stock Option Plan. In doing so, I have examined and relied upon the original or copies, certified or otherwise identified to my satisfaction, of such corporate records, documents, certificates, and other instruments, and such factual information otherwise supplied to me by the company as I believed necessary or appropriate to enable me to render the opinion expressed below. On the basis of and subject to the foregoing, I am of the opinion that each of the shares when issued and sold pursuant to the Registration Statement on Form S-8, will, under the laws of the State of California, upon payment therefore in accordance with the terms of the Registration Statement, be duly and validly issued, fully paid and non-assessable. I consent to the use of this opinion as an exhibit to the Registration Statement on Form S-8 and to the use of my name in the Prospectus forming part of the Registration Statement. Very truly yours, /s/ Valerie K. deMartino VALERIE K. deMARTINO VKD/mc EX-23.1 5 CONSENT OF ARTHUR ANDERSEN LLP EXHIBIT 23.1 [LETTERHEAD OF ARTHUR ANDERSEN LLP] CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated February 27, 1997 included (or incorporated by reference) in Grand Prix Association of Long Beach, Inc.'s Form 10-KSB for the year ended November 30, 1996 and to all references to our Firm included in this registration statement. /s/ Arthur Andersen LLP ----------------------- ARTHUR ANDERSEN LLP Los Angeles, California March 11, 1997 -----END PRIVACY-ENHANCED MESSAGE-----