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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 14, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PENSKE MOTORSPORTS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER ORGANIZATIONAL DOCUMENTS)
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<TABLE>
<S> <C>
DELAWARE 51-0369517
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
</TABLE>
13400 Outer Drive West
Detroit, Michigan 48239
313/592-5000
(Address, including zip code and telephone number, including area code, of
registrant's principal executive offices)
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PENSKE MOTORSPORTS, INC. 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
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Robert H. Kurnick, Jr., Esq.
Senior Vice President and General Counsel
3270 West Big Beaver Road
Suite 130
Troy, Michigan 48084
(810) 614-1116
(Name, address, including zip code and telephone number, including area code, of
agent of service)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
PROPOSED MAXIMUM AGGREGATE
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
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Common Stock(1)(2) 400,000 shares $ 29.875(3) $ 11,950,000 $ 4,275.52
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</TABLE>
(1) $0.01 par value per share (the "Common Shares")
(2) In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the plan described herein.
(3) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), solely for the purpose of computing the
registration fee and based on the average of the bid and ask prices of the
Common Shares, as traded on the Nasdaq National Market on August 12, 1996.
------------------------------
EXHIBIT INDEX IS ON PAGE 8
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The Registrant is filing this Form S-8 Registration Statement in order to
register 400,000 Common Shares which were authorized to be issued under the
Penske Motorsports, Inc. 1996 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 documents listed below are incorporated by reference in this
Registration Statement:
1. The Prospectus of Penske Motorsports, Inc. (the "Registrant"),
dated March 26, 1996, as filed with the Securities and Exchange Commission
(the "Commission") on March 28, 1996 pursuant to Rule 424(b) promulgated
under the Securities Act of 1933, as amended (the "Act").
2. The Quarterly Report of the Registrant on Form 10-Q for the fiscal
quarter ended March 31, 1996, filed with the Commission on May 10, 1996.
3. The Quarterly Report of the Registrant on Form 10-Q for the fiscal
quarter ended June 30, 1996, filed with the Commission on August 8, 1996.
4. The description of the Registrant's Common Stock contained in Item
1 of the Registrant's Registration Statement on Form 8-A filed with the
Commission on March 21, 1996, pursuant to Section 12 of the Exchange Act.
5. All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year ended
December 31, 1995.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be part
hereof from the date of filing of such documents.
Any statement contained in the document incorporated or deemed to be
incorporated herein 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.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
2
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Bylaws effectively provide that (i) the Registrant shall,
to the full extent permitted by Section 145 of the General Corporation Law of
the State of Delaware, as amended from time to time ("Section 145"), indemnify
all directors and officers of the Registrant and all persons serving at the
Registrant's request as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, and (ii) the
Registrant may provide such other indemnification to its directors, officers and
all other persons whom it may indemnify pursuant thereto. In addition, the
Registrant's Certificate of Incorporation eliminates personal liability of its
directors to the full extent permitted by Section 102(b)(7) of the General
Corporation Law of the State of Delaware, as amended from time to time ("Section
102(b)(7)").
Section 145 permits a corporation to indemnify its directors and officers
against expenses (including attorney's fees) judgments, fines and amounts paid
in settlements actually and reasonably incurred by them in connection with any
action, suit or proceeding brought by a third party if such directors or
officers acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, indemnification may be made only for expenses
actually and reasonably incurred by directors and officers in connection with
the defense or settlement of an action or suit and only with respect to a matter
as to which they shall have acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interest of the corporation, except
that no indemnification shall be made if such person shall have been adjudged
liable to the corporation, unless and only to the extent that the court in which
the action or suit was brought shall determine upon application that the
defendant officers or directors are reasonably entitled to indemnity for such
expenses despite such adjudication of liability.
Section 102(b)(7) provides that a corporation may eliminate or limit the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent conduct
in paying dividends or repurchasing stock out of other than lawfully available
funds or (iv) for any transaction from which the director derived an improper
personal benefit. No such provisions shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
becomes effective.
The Registrant has obtained Directors' and Officers' liability insurance.
The policy provides for $15.0 million in coverage including prior acts dating to
the Registrant's inception and liabilities under the Securities Act.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
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ITEM 8. EXHIBITS.
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4.1 Penske Motorsports, Inc. 1996 Stock Incentive Plan, incorporated by reference to
Exhibit 10.16 to the Registrant's Registration Statement on Form S-1 (Registration
Number 333-692).
4.2 Amended and Restated Certificate of Incorporation of Penske Motorsports, Inc., as
amended, incorporated by reference to Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (Registration Number 333-692).
4.3 Amended and Restated Bylaws of Penske Motorsports, Inc., incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1 (Registration
Number: 333-692).
5.1 Opinion of Robert H. Kurnick, Jr., counsel to the Registrant, as to the legality of
the shares of common shares being registered.
15.1 Awareness Letter of Deloitte & Touche LLP.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Robert H. Kurnick, Jr. (included in the opinion filed as Exhibit 5.1 to
this Registration Statement).
24.1 Powers of Attorney (included after the signature of the Registrant contained on page 7
of this Registration Statement).
</TABLE>
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
of distribution not previously disclosed in the Registration
Statement of 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 the purpose 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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange 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.
4
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(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 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.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Detroit, State of Michigan, on August 12, 1996.
PENSKE MOTORSPORTS, INC.
By: /s/ RICHARD J. PETERS
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Richard J. Peters, President and
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned officers
and directors of PENSKE MOTORSPORTS, INC., a Delaware corporation (the
"Company"), hereby constitutes and appoints Richard J. Peters and Walter P.
Czarnecki, and each of them, the true and lawful attorneys-in-fact and agents of
the undersigned, each with the power of substitution for him in any and all
capacities, with full power and authority in said attorneys-in-fact and agents
and in any one or more of them, to sign, execute and affix his seal thereto and
file the proposed registration statement on Form S-8 to be filed by the Company
under the Securities Act of 1933, as amended, which registration statement
relates to the registration and issuance of the Company's Common Shares, $0.01
par value per share, pursuant to the Penske Motorsports, Inc. 1996 Stock
Incentive Plan and any of the documents relating to such registration statement;
any and all amendments to such registration statement, including any amendment
thereto changing the amount of securities for which registration is being
sought, and any post-effective amendment, with all exhibits and any and all
documents required to be filed with respect thereto with any regulatory
authority; granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises in order to
effectuate the same as fully to all intents and purposes as he might or could do
if personally present, hereby ratifying and confirming all that said
attorneys-in-fact and agents, and each of them, may lawfully do or cause to be
done by virtue hereof.
6
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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 dates indicated.
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SIGNATURE TITLE DATE
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<C> <S> <C>
/s/ ROGER S. PENSKE Chairman of the Board August 12, 1996
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ROGER S. PENSKE
/s/ WALTER P. CZARNECKI Vice Chairman of the Board August 12, 1996
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WALTER P. CZARNECKI
/s/ RICHARD J. PETERS President, Chief Executive August 12, 1996
- ------------------------------------------- Officer and Director
RICHARD J. PETERS (Principal Executive
Officer)
/s/ H. LEE COMBS Director August 12, 1996
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H. LEE COMBS
/s/ WILLIAM C. FRANCE, JR. Director August 12, 1996
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WILLIAM C. FRANCE, JR.
/s/ GREGORY W. PENSKE Director August 12, 1996
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GREGORY W. PENSKE
/s/ RICHARD E. STODDARD Director August 12, 1996
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RICHARD E. STODDARD
/s/ JAMES H. HARRIS Senior Vice President and August 12, 1996
- ------------------------------------------- Chief Financial Officer
JAMES H. HARRIS (Principal Financial and
Accounting Officer)
Director August __, 1996
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JAMES E. WILLIAMS
</TABLE>
7
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT PAGE NO.
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<C> <S> <C>
4.1 Penske Motorsports, Inc. 1996 Stock Incentive Plan, incorporated by
reference to Exhibit 10.16 to the Registrant's Registration Statement on
Form S-1 (Registration Number 333-692).
4.2 Amended and Restated Certificate of Incorporation of Penske Motorsports,
Inc., as amended, incorporated by reference to Exhibit 3.1 to Registrant's
Registration Statement on Form S-1 (Registration Number 333-692).
4.3 Amended and Restated Bylaws of Penske Motorsports, Inc., incorporated by
reference to Exhibit 3.2 to Registrant's Registration Statement on Form S-1
(Registration Number 333-692).
5.1 Opinion of Robert H. Kurnick, Jr., counsel to the Registrant, as to the
legality of the shares of common shares being registered.
15.1 Awareness Letter of Deloitte and Touche
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Robert H. Kurnick, Jr. (included in the opinion filed as Exhibit
5.1 to this Registration Statement).
24.1 Powers of Attorney (including after the signature of the Registrant
contained on page 6 of this Registration Statement).
</TABLE>
8
<PAGE> 1
EXHIBIT 5.1
PENSKE MOTORSPORTS LOGO
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ROBERT H. KURNICK, JR.
Senior Vice President and
General Counsel
August 12, 1996
Penske Motorsports, Inc.
13400 Outer Drive West
Detroit MI 48239
Re: PENSKE MOTORSPORTS, INC.
Ladies and Gentlemen:
I have represented PENSKE MOTORSPORTS, INC., a Delaware corporation (the
"Company") in connection with the preparation and filing with the Securities and
Exchange Commission (the "Commission") of a Registration Statement on Form S-8
(the "Registration Statement"), for registration under the Securities Act of
1933, as amended (the "Securities Act"), of a maximum of 400,000 of the
Company's Common Shares, par value $0.01 per share (the "Common Shares"), issued
or to be issued pursuant to the Penske Motorsports, Inc., 1996 Stock Incentive
Plan (the "Plan").
Based upon my examination of such documents and other matters as I deem
relevant, it is my opinion that the common Shares to be offered by the company
under the Plan pursuant to the Registration Statement have been duly authorized
and, when issued and sold by the Company in accordance with the Plan and the
stock Options exercised thereunder, will be legally issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not admit hereby that I
come within the category of person whose consent is required under Section 7 of
the Securities Act of the Rules and Regulations of the Commission thereunder.
Sincerely,
Robert H. Kurnick, Jr.
Senior Vice President and General
Counsel
RHK:kal
Enclosures
PENSKE MOTORSPORTS, INC. 3270 WEST BIG BEAVER / SUITE 130 / TROY, MICHIGAN 48084
TELEPHONE: 810-614-1116 / FAX: 810-614-1125
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EXHIBIT 15.1
[DELOITTE & TOUCHE LLP LETTERHEAD]
Penske Motorsports, Inc.
Detroit, Michigan
We have made a review, in accordance with standards established by the American
Institute of Certified Public Accountants, of the unaudited interim financial
information of Penske Motorsports, Inc. for the periods ended June 30, and March
31, 1996, as indicated in our reports dated July 26, and April 30, 1996;
because we did not perform an audit, we expressed no opinion on that
information.
We are aware that our reports referred to above, which were included in your
Quarterly Reports on Form 10-Q for the quarters ended June 30 and March 31,
1996, are being used in this Registration Statement.
We also are aware that the aforementioned reports, pursuant to Rule 436(c) under
the Securities Act of 1933, are not considered a part of the Registration
Statement prepared or certified by an accountant within the meaning of Sections
7 and 11 of that Act.
Deloitte & Touche LLP
August 12, 1996
<PAGE> 1
EXHIBIT 23.1
[DELOITTE & TOUCHE LLP LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Penske Motorsports, Inc., on Form S-8 pertaining to the Penske Motorsports,
Inc. 1996 Stock Incentive Plan of our report dated March 22, 1996, included in
the Registration Statement on Form S-1 of Penske Motorsports, Inc.
(Registration No. 333-692) dated March 26, 1996.
Deloitte & Touche LLP
Detroit, Michigan
August 12, 1996
