<PAGE>
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
<TABLE>
<CAPTION>
===================================================================================================================================
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)
<S> <C> <C> <C> <C>
Common Stock 400,000 shares $16.75 $6,700,000 $2,030.30
===================================================================================================================================
</TABLE>
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.
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
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
<PAGE>
EXHIBIT INDEX
The following exhibits to this Form S-8 are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- ----------------------------------------
<C> <S>
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.
</TABLE>
- --------------------
* 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.
<PAGE>
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
<PAGE>
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
