-----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, TIhJVYXdiJ9KglUc90dK2hltU62cz6nJ1J6X4J9yKgd9TUgDHKqauAnRqYlQ9GhV DLuERFv2ZxHnFTXv5tgtjg== 0000944209-97-001291.txt : 19971002 0000944209-97-001291.hdr.sgml : 19971002 ACCESSION NUMBER: 0000944209-97-001291 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19971001 EFFECTIVENESS DATE: 19971001 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: SEC FILE NUMBER: 333-36907 FILM NUMBER: 97689326 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 As filed with the Securities and Exchange Commission on October 1, 1997 Registration No. _________________ ================================================================================ 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 (I.R.S. Employer of incorporation or organization) Identification Number) 3000 PACIFIC AVENUE, LONG BEACH, CA 90806 (Address of Principal Executive Office, including Zip) GRAND PRIX ASSOCIATION OF LONG BEACH 1996 EMPLOYEE AND DIRECTOR STOCK INCENTIVE 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
=================================================================================================================================== Title of Proposed Maximum Proposed maximum securities to be Amount to be offering price aggregate Amount of registered registered (1) per share (2) offering price registration fee (2) Common Stock 400,000 shares $16.75 $6,700,000 $2,030.30 ===================================================================================================================================
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. (2) The registration fee was calculated pursuant to Rule 457(h) based on the average of the bid and asked price for the Company's securities as of September 30, 1997. INTRODUCTION The Registrant is filing this Form S-8 Registration Statement in order to register 400,000 shares of Common Stock which were authorized to be issued under the Grand Prix Association of Long Beach 1996 Employee and Director Stock Incentive Plan (the "Plan"). 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 this 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 Directors. (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, as amended by Form 10-KSB/A filed April 8, 1997 and Form 10-KSB/A2 filed Augsut 15, 1997. (h) The Registrant's quarterly report on Form 10-QSB for the fiscal quarter ended February 28, 1997 as filed with the Securities and Exchange Commission on April 11, 1997. (i) The Registrant's Form 8-K filed with the Securities and Exchange Commission on September 11, 1997 regarding the sale of 630,000 shares of its unregistered common stock. (j) The Registrant's quarterly report on Form 10-QSB for the fiscal quarter ended May 31, 1997 as filed with the Securities and Exchange Commission on July 15, 1997. (k) 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. 1 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 Registrant 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 Registrant entered into indemnification agreements with the Registrant pursuant to which the Registrant 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 Registrant. In September, 1996, the Registrant entered into similar agreements with two new non-employee directors. The Registrant 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 Registrant pursuant to the foregoing provisions, the Registrant 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 Registant 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 1996 Employee and Director Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Registrant's Registration Statement on Form SB-2). 4.2 Registrant's Restated 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 (incorporated by reference to Exhibit 4.3 to Registrant's Registration Statement on Form S-8 filed March 11, 1997). 4.4 Registrant's Certificate of Correction of Certificate of Determination of Rights, Preferences, Privileges and Restrictions of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 4.4 to Registrant's Registration Statement on Form S-8 filed March 11, 1997). 4.5 Bylaws (incorporated by reference to Exhibit 3.3 to Registrant's Registration Statement on Form SB-2). 5.3 Opinion of counsel. 2 23.6 Consent of counsel (included as part of opinion filed as Exhibit 5.3) 23.7 Consent of Arthur Andersen LLP. 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. 3 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 September 26, 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, September 26, 1997 - ----------------------- President and Chief CHRISTOPHER R. POOK Executive Officer (Principal Executive Officer) /s/ James P. Michaelian Chief Operating Officer and September 26, 1997 - ----------------------- Director JAMES P. MICHAELIAN /s/ Ronald C. Shirley Chief Financial Officer September 26, 1997 - ----------------------- (Principal Financial Officer) RONALD C. SHIRLEY /s/ Daniel Gurney Director September 26, 1997 - ----------------------- DANIEL GURNEY /s/ James Sullivan Director September 26, 1997 - ----------------------- JAMES SULLIVAN /s/ John R. Queen, III Director September 26, 1997 - ----------------------- JOHN R. QUEEN, III /s/ Wayne Kees Director September 26, 1997 - ----------------------- WAYNE KEES 4 EXHIBIT INDEX The following exhibits to this Form S-8 are filed herewith:
EXHIBIT NO. EXHIBIT - ----------- ---------------------------------------- 1.1* Form of Underwriting Agreement 1.2* Form of Warrant to L.H. Friend, Weinress, Frankson & Presson, Inc. 3.1* Restated Articles of Incorporation of the Company 3.2* Certificate of Correction of Restated Articles of Incorporation 3.3* By-laws of the Company 4.1* Form of Stock Certificate 5.1* Opinion letter of Law Offices of Edward S. Gelfand regarding the legality of the securities registered 5.3 Opinion of Valerie K. deMartino regarding the legality of the securities registered by the S-3 dated September 29, 1997 10.1* Amended and restated Agreement dated September 15, 1996 between the Company and the City of Long Beach 10.2* Official Organizer/Promoter Agreement dated April 5, 1995 between the Company and Championship Auto Racing Teams, Inc. (Certain confidential portions of this agreement have been deleted) 10.3* Agreement dated August 2, 1995 between the Company and Toyota Motor Sales, U.S.A., Inc. (Certain confidential portions of this agreement have been deleted) 10.4* 1993 Stock Option Plan of the Company 10.5* 1996 Employee and Director Stock Incentive Plan 10.6* Employee Agreement dated as of May 16, 1996 between the Company and Christopher R. Pook 10.7* Employment Agreement dated as of May 16, 1996 between the Company and James P. Michaelian 10.8* Agreement dated as of May 6, 1996 between the Company and Memphis International Motorsports Park and amendment thereto 10.9* Moral Obligation of State of Illinois dated May 1, 1996 to the Southwestern Illinois Development Authority regarding Taxable Sports Facility Revenue Bonds, Series 1996 10.10* Redevelopment Agreement between the City of Madison, Illinois and the Company dated February 27, 1996 10.11* U.S. Small Business Administration ("SBA") "504" Note (loan number CDC-L-GP-489638-30-08-LA) in the principal amount of $750,000 made by the Company to Long Beach Local Development Corporation 10.12* Short Form Deed of Trust and Assignment of Rents dated July 20, 1992 (92-2037097) between the Company, as trustor, and Long Beach Local Development Corporation, as beneficiary, and Assignment of said Deed of Trust (92-2037098) to SBA 10.13* Development Company 504 Debenture dated December 16, 1992 in the principal amount of $750,000 made by Long Beach Local Development Corporation to fund the SBA loan to the Company 10.14* Loan Agreement dated June 20, 1992 made between Long Beach Development Corporation and the Company with respect to SBA loan to the Company 10.15* Promissory Note dated June 30, 1992 made by the Company to Harbor Bank in the principal amount of $814,000 10.16* Deed of Trust dated June 30, 1992 (92-1214039) between the Company, as trustor, and Harbor Bank, as beneficiary, securing $814,000 note 10.17* Three Tier Bonus Plan of Company 10.18* Revolving Line of Credit Agreement with West Pointe Bank and Trust Company dated February 24, 1995, as amended by Extension/Modification Agreement dated February 24, 1996 10.19* Memorandum of Understanding dated February 26, 1996 by and between the United States of American, Gateway International Motorsports Corporation and BBJJ Land Trust 10.20* Form of Stock Option Agreement for 1993 Stock Option Plan 10.21* Lease Agreement dated as of June 12, 1996 by and between Helen M. Bergfield, trustee and Gateway International Motorsports Corporation 10.22* Lease Agreement dated as of April 1, 1996 by and between Ruth C. Franke and Gateway International Motorsports Corporation 10.23* Lease Agreement dated as of June 1, 1996 by and between Joseph E. Trover and Gateway International Motorsports Corporation 10.24* Form of Loan Agreement by and between Southwestern Illinois Development Authority and Gateway International Motorsports Corporation 10.25* Form of Guaranty Agreement made by the Company and Automotive Safety & Transportation Systems, Inc. to Magna Trust Company, Trustee, dated as of May 1, 1996 10.26* Form of Mortgage and Security Agreement by and between Gateway International Motorsports Corporation, as mortgagor and Southwestern Illinois Development Authority, as mortgagee dated as of May 1, 1996 10.27* Indenture of Trust dated as of May 1, 1996 by Southwestern Illinois Development Authority, as mortgagee dated as of May 1, 1996 10.28* Form of Tax Escrow Agreement to be entered into between the City of Madison, Illinois, Magna Trust Company, as escrow agent and Gateway International Motorsports Corporation 10.29*** Sanction Application and Agreement Form - NASCAR Busch Series, Grand National Division between the National Association for Stock Car Racing, Inc. and Applicant, dated December 17, 1996 10.30*** Official Sanction Application Under the Rules and Regulations of USAC, between United States Auto Club and Applicant, dated November 18, 1996 10.31*** Sanction Agreement Application for National Championship Stock Cars between Automobile Racing Club of America and Applicant, dated November 25, 1996 10.32**** Stock Purchase Agreement, dated August 8, 1997, between Midwest Facility Investments, Inc., and Grand Prix Association of Long Beach, Inc. 10.33**** Registration Rights Agreement, dated August 8, 1997, between Midwest Facility Investments, Inc., and Grand Prix Association of Long Beach, Inc. 10.34**** Stock Purchase Agreement, dated August 8, 1997, between Penske Motorsports, Inc., and Grand Prix Association of Long Beach, Inc. 10.35**** Registration Rights Agreement, dated August 8, 1997, between Penske Motorsports, Inc., and Grand Prix Association of Long Beach, Inc. 10.36**** Right of First Refusal Agreement, dated August 8, 1997 between Midwest Facility Investments, Inc., Penske Motorsports, Inc. and various shareholders. 21.* Subsidiaries of Registrant 23.6 Consent of Counsel (Included as part of opinion filed as Exhibit 5.3) 23.7 Consent of Arthur Andersen LLP.
- -------------------- * Incorporated herein by reference to the Company's Registration Statement on Form SB-2 filed with the Commission on May 17, 1996, as amended on June 24, 1996. ** Included as part of Exhibit 23.1 filed herewith. *** Incorporated herein by reference to the Company's Form 10-KSB/A filed April 8, 1997. **** Incorporated herein by reference to the Company's Form 8-K filed September 11, 1997. EX-5.3 2 OPINION OF VALERIE DE MARTINO EXHIBIT 5.3 [LETTERHEAD OF LAW OFFICES OF VALERIE K. DEMARTINO] September 25, 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 1996 Employee and Director Stock Incentive 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-23.7 3 CONSENT OF ARTHUR ANDERSEN LLP Exhibit 23.7 Arthur Andersen LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement on Form S-8 of our report dated February 27, 1997 included in Grand Prix Association of Long Beach, Inc.'s Form 10-KSB for the period 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 September 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----