S-8 1 0001.txt 1 As filed with the Securities and Exchange Commission on August 10, 2000 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------- CHURCHILL DOWNS INCORPORATED (Exact name of Registrant as specified in its charter) ------------------- Kentucky 61-0156015 -------------------------- ------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) 700 Central Avenue Louisville, Kentucky 40208 (Address, including zip code, of Registrant's principal executive offices) ------------------- CHURCHILL DOWNS INCORPORATED 1997 STOCK OPTION PLAN (Full title of the plan) ------------------- Thomas H. Meeker President Churchill Downs Incorporated 700 Central Avenue Louisville, Kentucky 40208 (502) 636-4400 (Name, address, and telephone number, including area code, of agent for service) ------------------- Copies to: ROBERT A. HEATH, ESQ. Wyatt, Tarrant & Combs 2800 Citizens Plaza Louisville, Kentucky 40202 (502) 589-5235
CALCULATION OF REGISTRATION FEE ==================================================================================================================================== Proposed Maximum Proposed Maximum Amount of Title of Securities Amount to be Offering Price Aggregate Offering Registration to be Registered Registered Per Share Price Fee ------------------------------------------------------------------------------------------------------------------------------------ Common Stock, 300,000 shares $22.84 $6,852,000 $1,808.93 no par value and associated Preferred Share Purchase Rights ==================================================================================================================================== Estimated solely for the purpose of computing the registration fee pursuant to Rule 457. The maximum offering price per share is based on the average of the bid and ask price of the Common Stock as reported by the Nasdaq National Market on August 8, 2000, pursuant to Rule 457(h)(1). The Registrant also registers hereby such indeterminate number of additional shares as may be required to cover antidilutive adjustments under the Churchill Downs Incorporated 1997 Stock Option Plan. The Preferred Share Purchase Rights, prior to the occurrence of certain events, are not evidenced separately from the Common Stock. ==================================================================================================================================== Exhibit Index on Page 6.
2 EXPLANATORY NOTE Churchill Downs Incorporated (the "Company") filed a registration statement on Form S-8 on August 21, 1998 (Reg. No. 333-62013) (the "Previous Registration Statement"), relating to the registration of shares of common stock, no par value ("Common Stock"), of the Company in connection with the Churchill Downs Incorporated 1997 Stock Option Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (the "Registration Statement") registers an additional 300,000 shares of the Company's Common Stock which may be acquired pursuant to the Churchill Downs Incorporated 1997 Stock Option Plan. The contents of the Previous Registration Statement are hereby incorporated by reference pursuant to General Instruction E of Form S-8. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 8. EXHIBITS. The Exhibits listed on the Exhibit Index appearing on page 6 of this Registration Statement are hereby incorporated by reference. 3 SIGNATURES THE REGISTRANT. 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Louisville, State of Kentucky, on the 8th day of August, 2000. CHURCHILL DOWNS INCORPORATED By: /s/ Thomas H. Meeker Thomas H. Meeker President and Chief Executive Officer POWERS OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Thomas H. Meeker and Rebecca C. Reed as his true and lawful attorney-in-fact and agent, with full power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments and post-effective amendments to this Registration Statement, and to file the same with all exhibits thereto, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent may lawfully do or cause to be done by virtue thereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons on the 8th day of August, 2000 in the capacities indicated. Signatures Title /S/ THOMAS H. MEEKER President, Chief Executive Thomas H. Meeker Officer (Principal Executive Officer) and Director /S/ ROBERT L. DECKER Executive Vice President and Robert L. Decker Chief Financial Officer (Principal Financial Officer) 4 /S/ MICHAEL E. MILLER Senior Vice President, Finance Michael E. Miller (Principal Accounting Officer) /S/ CHARLES W. BIDWILL, JR. Director Charles W. Bidwill, Jr. /S/ WILLIAM S. FARISH Director William S. Farish /S/ J. DAVID GRISSOM Director J. David Grissom /S/ SETH W. HANCOCK Director Seth W. Hancock /S/ DANIEL P. HARRINGTON Director Daniel P. Harrington /S/ G. WATTS HUMPHREY, JR. Director G. Watts Humphrey, Jr. /S/ FRANK B. HOWER, JR. Director Frank B. Hower, Jr. /S/ BRAD M. KELLEY Director Brad M. Kelley /S/ CARL F. POLLARD Director Carl F. Pollard /S/ DENNIS D. SWANSON Director Dennis D. Swanson 5 /S/ DARRELL R. WELLS Director Darrell R. Wells 6 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE 4(a) Amended and Restated Articles of Incorporation of the Company are incorporated by reference to Exhibit 3(a) to the Company's Report on Form 10-K for the fiscal year ended December 31, 1999. 4(b) Restated Bylaws of the Company are incorporated by reference to Exhibit 3 of the Company's Report on Form 10-Q for the fiscal quarter ended March 31, 2000. 4(c) Specimen Stock Certificate is incorporated by reference to Exhibit 4(d) to the Company's Registration Statement on Form S-8, File No. 33-85012. 4(d) Rights Agreement dated as of March 19, 1998, between the Company and Bank of Louisville is incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed on March 20, 1998 and to Exhibit 4.1 to the Company's Registration Statement on Form 8-A/A filed on June 30, 2000. 5 Opinion and Consent of Wyatt, Tarrant & Combs as to the legality of the shares being registered. 7 23(a) Consent of Wyatt, Tarrant & Combs (contained in Exhibit 5). 23(b) Consent of PricewaterhouseCoopers LLP. 9 24 Power of Attorney (precedes signatures). 99 Churchill Downs Incorporated Second Amended and Restated 1997 Stock Option Plan. 10