As filed with the Securities and Exchange Commission on June 22, 2004.
File No. 333-_____________
UNITED STATES
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 of incorporation or organization) |
(I.R.S. Employer Identification Number) |
| 700 Central Avenue, Louisville, Kentucky 40208 | |
| (Address of principal executive offices) | (Zip Code) |
| Churchill Downs Incorporated 2000 Employee Stock Purchase Plan | |
| (Full title of plan) | |
| Thomas H. Meeker | |
| President and Chief Executive Officer | |
| Churchill Downs Incorporated | |
| 700 Central Avenue | |
| Louisville, Kentucky 40208 | |
| (502) 636-4400 | |
| (Name, address and telephone number, including area code, of agent for service) | |
| Copy to: | |
| Robert A. Heath, Esq. | |
| Wyatt, Tarrant & Combs, LLP | |
| 500 W. Jefferson Street, Suite 2800 | |
| Louisville, Kentucky 40202 | |
| (502) 589-5235 | |
|
CALCULATION OF REGISTRATION FEE |
|
| Title of Securities | Amount | Proposed Maximum | Proposed | Amount of |
| to be | to be | offering price | maximum aggregate | registration |
|
registered |
registered |
per share (1) |
offering price (1) |
fee (1) |
|
Common Stock, no par value and associated Preferred
Share Purchase Rights(2) |
100,000 shares(3) |
$39.56 |
$3,956,000 |
$501.23 |
| (1) | 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 high and low sale price of the Common Stock as reported by the Nasdaq National Market on June 16, 2004, pursuant to Rule 457(h)(1). | |||
| (2) | The Preferred Share Purchase Rights, prior to the occurrence of certain events, are not evidenced separately from the Common Stock. | |||
| (3) | The Registrant also registers hereby such indeterminate number of additional shares as may be required to cover antidilutive adjustments under the Churchill Downs Incorporated 2000 Employee Stock Purchase Plan. | |||
| Exhibit Index on Page 5. | ||||
| 1 | ||
EXPLANATORY NOTE
Churchill Downs Incorporated (the “Company”) filed a registration statement on Form S-8 on July 13, 2000 (Reg. No. 333-41376) (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 2000 Employee Stock Purchase Plan.
Pursuant to General Instruction E of Form S-8, this Registration Statement on Form S-8 (the “Registration Statement”) registers an additional 100,000 shares of the Company’s Common Stock which may be acquired pursuant to the Churchill Downs Incorporated 2000 Employee Stock Purchase Plan.
The contents of the Previous Registration Statement are hereby incorporated by reference pursuant to General Instruction E of Form S-8.
The Exhibits listed on the Exhibit Index appearing on page 5 of this Registration Statement are hereby incorporated by reference.
| 2 | ||
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 17th day of June, 2004.
| 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, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, for him or her and in his or her 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 or she 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 17th day of June, 2004 in the capacities indicated.
|
/s/Carl F. Pollard |
Chairman of the Board (Director) |
| Carl F. Pollard | |
|
/s/Thomas H. Meeker |
President and Chief Executive Officer (Director and Principal Executive Officer) |
| Thomas H. Meeker | |
|
/s/Michael E. Miller |
Chief Financial Officer (Principal Financial and Accounting Officer) |
| Michael E. Miller | |
|
/s/Charles W. Bidwill, Jr. |
Director |
| Charles W. Bidwill, Jr. | |
|
/s/Leonard S. Coleman, Jr. |
Director |
| Leonard S. Coleman, Jr. |
| 3 | ||
|
/s/Craig J. Duchossois |
Director |
| Craig J. Duchossois | |
|
/s/Richard L. Duchossois |
Director |
| Richard L. Duchossois | |
|
/s/Robert L. Fealy
|
Director |
| Robert L. Fealy | |
|
/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/Susan Elizabeth Packard
|
Director |
| Susan Elizabeth Packard | |
|
|
Director |
| Dennis D. Swanson | |
|
/s/Darrell R. Wells
|
Director |
| Darrell R. Wells | |
| 4 | ||
| INDEX TO EXHIBITS | ||||
| Exhibit | ||||
| Number | Description of Exhibit |
Page |
||
| 4(a) |
Articles of Incorporation of the Registrant as amended through July 18, 2003
(incorporated herein by reference to Exhibit 3(b) to the Registrant’s Report on Form
10-Q for the fiscal quarter ended June 30, 2003 (Commission File No. 0-1469)). |
|||
| 4(b) |
Amended and Restated Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3(b) to the Registrant's Report on Form 10-K for the fiscal year ended
December 31, 2003, as amended on Form 10-K/A filed May 11, 2004 (Commission File No.
0-1469)). |
|||
| 4(c) |
Specimen Stock Certificate (incorporated herein by reference to Exhibit 4(d) to the
Registrant's Registration Statement on Form S-8, File No. 33-85012). |
|||
| 4(d) |
Rights Agreement dated as of March 19, 1998, between the Registrant and Fifth Third
Bank as Rights Agent (incorporated herein by reference to Exhibit 4.1 to the
Registrant's Current Report on Form 8-K filed on March 20, 1998, Exhibit 4.1 to the
Registrant's Registration Statement on Form 8-A/A filed June 30, 2000 and Exhibit 4.1
to the Registrant's Registration Statement on Form 8-A/A filed September 14, 2000
(Commission File No. 0-1469)). |
|||
| 5 |
Opinion and Consent of Wyatt, Tarrant & Combs, LLP as to the legality of the shares
being registered. |
6 | ||
| 23(a) |
Consent of Wyatt, Tarrant & Combs, LLP (contained in Exhibit 5). |
|||
| 23(b) |
Consent of PricewaterhouseCoopers LLP. |
8 | ||
| 24 |
Power of Attorney (precedes signatures). |
|||
| 99 | First Amended and Restated Churchill Downs Incorporated 2000 Employee Stock Purchase Plan. | 9 | ||
| 5 | ||