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REGISTRATION NO. 333-
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As filed with the Securities and Exchange Commission on February 16, 1999
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
DELAWARE 51-0369517
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
13400 OUTER DRIVE WEST 48239
DETROIT, MICHIGAN (Zip Code)
(Address of Principal Executive Offices)
PENSKE MOTORSPORTS, INC. 1996 STOCK INCENTIVE PLAN
(Full title of the plan)
ROBERT H. KURNICK, JR.
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
3270 WEST BIG BEAVER
SUITE 130
TROY, MICHIGAN 48084
(Name and address of agent for service)
(248) 614-1116
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered per share offering price fee
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<S> <C> <C> <C> <C>
Common Stock (1)(2) 320,000 shares $ 25.0625 (3) $ 8,020,000 (3) $ 2,229.56
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(1) $.01 par value per share (the "Common Shares").
(2) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended (the "Securities Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein. This Registration Statement shall
also cover any additional Common Shares which become available for grant
under the Plan by reason of any stock dividend, stock split,
recapitalization or similar transaction effected without receipt of
consideration which results in an increase in the number of outstanding
Common Shares.
(3) Calculated pursuant to Rule 457(c) and (h)(1) and (2) under the Securities
Act, solely for the purpose of computing the registration fee and, based on
the average of the high and low prices of the Common Shares as quoted on
the Nasdaq Stock Market on February 12, 1999.
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STATEMENT 1. PURPOSE
The Registrant is filing this short Form S-8 Registration Statement in
order to register 320,000 additional Common Shares under the Penske Motorsports,
Inc. 1996 Stock Incentive Plan (the "Plan").
The 320,000 additional Common Shares are of the same class as other
securities previously registered under the Plan pursuant to the Registrant's
Registration Statement on Form S-8, Registration No. 333-10171, filed August 14,
1996 (the "Original Registration Statement").
The Registration Statement is effective and the contents of such
Original Registration Statement are hereby incorporated by reference.
STATEMENT 2. INCORPORATION BY REFERENCE
The documents listed below are incorporated by reference in
this Registration Statement.
1. The Annual Report of Penske Motorsports, Inc. (The
"Registrant") on Form 10-K for the fiscal year ended
December 31, 1997 as filed with the Securities and
Exchange Commission (the "Commission") pursuant to
the Securities Exchange Act of 1934, as amended (the
"Exchange Act").
2. The Quarterly Report of the Registrant on Form 10-Q
for the quarter ended September 30, 1998 filed with
the Commission on November 16, 1998.
3. The Quarterly Report of the Registrant on Form 10-Q
for the quarter ended June 30, 1998 filed with the
Commission on August 14, 1998.
4. The Quarterly Report of the Registrant on Form 10-Q
for the quarter ended March 31, 1998 filed with the
Commission on May 14, 1998.
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, 1998.
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.
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STATEMENT 3. REQUIRED OPINIONS AND CONSENTS
3.1 Amended and Restated Certificate of Incorporation of
Penske Motorsports, Inc., incorporated by reference
to the exhibits filed with the Registrant's
Registration Statement No. 333-692 on Form S-1, filed
with the Securities and Exchange Commission on
January 29, 1996, as amended.
3.2 Amended and Restated Bylaws of Penske Motorsports,
Inc., incorporated by reference to the exhibits filed
with the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998 filed with the
Securities and Exchange Commission.
5.1* Opinion of Robert H. Kurnick, Jr., counsel to the
Registrant, as to the legality of the shares of
common stock being registered.
10.16 Amended and Restated Penske Motorsports, Inc., 1996
Stock Incentive Plan incorporated by reference to the
exhibits filed with the Registrant's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1998
filed with the Securities and Exchange Commission.
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* Power of Attorney; included on the signature pages of
this Registration Statement on Form S-8.
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*filed herewith
3
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SIGNATURES
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 this short 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 February 12,
1999.
PENSKE MOTORSPORTS, INC.
By: /s/ Gregory W. Penske
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Gregory W. Penske
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 constitute and appoint Gregory W. Penske and Walter P.
Czarnecki, and each of them, the true and lawful attorneys-in-fact and agents,
each with full 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, pursuant to the Penske
Motorsports, Inc. 1996 Stock Incentive Plan and any of the documents relating to
such registration statement, including 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
conforming all that said attorneys-in-fact and agents, and each of them, may
lawfully do or cause to be done by virtue hereof.
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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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SIGNATURES
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ H. Lee Combs Director February 12, 1999
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H. LEE COMBS
/s/ Walter P. Czarnecki Vice Chairman of the Board February 12, 1999
- ------------------------------------ and Director
WALTER P. CZARNECKI
/s/ Gary W. Dickinson Director February 12, 1999
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GARY W. DICKINSON
/s/ Edsel B. Ford II Director February 12, 1999
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EDSEL B. FORD II
/s/ William C. France, Jr. Director February 12, 1999
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WILLIAM C. FRANCE, JR.
/s/ James H. Harris Principal Financial and February 12, 1999
- ------------------------------------ Accounting Officer
JAMES H. HARRIS
/s/ Gregory W. Penske President, Chief Executive Officer, February 12, 1999
- ------------------------------------ and Director (Principal Executive
GREGORY W. PENSKE Officer)
/s/ Roger S. Penske Chairman of the Board February 12, 1999
- ------------------------------------ and Director
ROGER S. PENSKE
/s/ Richard J. Peters Director February 12, 1999
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RICHARD J. PETERS
/s/ Richard E. Stoddard Director February 12, 1999
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RICHARD E. STODDARD
/s/ James E. Williams Director February 12, 1999
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JAMES E. WILLIAMS
/s/ Jo DeWitt Wilson Director February 12, 1999
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JO DEWITT WILSON
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EXHIBIT INDEX
Exhibit
Number Exhibit
3.1 Amended and Restated Certificate of Incorporation of Penske
Motorsports, Inc., incorporated by reference to the exhibits filed
with the Registrant's Registration Statement No. 333-692 on Form S-1,
filed with the Securities and Exchange Commission on January 29, 1996,
as amended.
3.2 Amended and Restated Bylaws of Penske Motorsports, Inc., incorporated
by reference to the exhibits filed with the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 1998 filed with
the Securities and Exchange Commission.
5.1* Opinion of Robert H. Kurnick, Jr., counsel to the Registrant, as to
the legality of the shares of common stock being registered.
10.16 Amended and Restated Penske Motorsports, Inc., 1996 Stock Incentive
Plan incorporated by reference to the exhibits filed with the
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1998 filed with the Securities and Exchange Commission.
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* Power of Attorney; included on the signature pages of this
Registration Statement on Form S-8.
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* filed herewith
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EXHIBIT 5.1
[ROBERT H. KURNICK, JR. LETTERHEAD]
February 12, 1999
Penske Motorsports, Inc.
13400 West Outer Drive
Detroit, MI 48239
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 320,000 additional
shares of the Company's common stock, $.01 par value per share (the "Common
Stock"), issued or to be issued pursuant to the Amended and Restated 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 Stock to be offered by the Company
under the Plan pursuant to the Registration Statement has 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
non-assessable.
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 a person whose consent is required under Section 7 of the Securities
Act of the Rules and Regulations of the Commission thereunder.
Sincerely,
/s/ Robert H. Kurnick, Jr.
Robert H. Kurnick, Jr.
RHK:kal
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EXHIBIT 15.1
February 12, 1999
Penske Motorsports, Inc.
13400 West Outer Drive
Detroit, MI 48239
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., and subsidiaries for the
periods ended March 31, 1998 and 1997, June 30, 1998 and 1997 and September 30,
1998 and 1997, as indicated in our reports dated May 14, 1998, August 13, 1998
and November 12, 1998, respectively, 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 March 31, 1998, June 30,
1998 and September 30, 1998, 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 or a report prepared or
certified by an accountant within the meaning of Sections 7 and 11 of that Act.
DELOITTE & TOUCHE LLP
Detroit, Michigan
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EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Penske Motorsports, Inc., on Form S-8 of our report dated January 30, 1998,
appearing in the Annual Report on Form 10-K of Penske Motorsports, Inc., for the
year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Detroit, Michigan
February 12, 1999
