<PAGE>
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)
<TABLE>
<S> <C>
CALIFORNIA 95-2945353
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
</TABLE>
GRAND PRIX ASSOCIATION OF LONG BEACH
1993 STOCK OPTION 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>
===============================================================================================
Proposed Proposed
Title of Maximum maximum
securities to be Amount to be offering price aggregate Amount of
registered registered (1) per share (2) offering price registration fee
$1.09 (2)
<S> <C> <C> <C> <C>
Common Stock 602,451 shares $656,672 $199.00
===============================================================================================
</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. (See Introduction).
(2) The registration fee was calculated pursuant to Rule 457(h)(1) based on the
price at which the options may be exercised.
<PAGE>
INTRODUCTION
The Registrant is filing this Form S-8 Registration Statement in order to
register 602,451 shares of Common Stock which were authorized to be issued
under the Grand Prix Association of Long Beach 1993 Stock Option Plan (the
"Plan"). The Plan originally authorized issuance of 16,998 shares.
Subsequently the stock was split 35.57013:1. Therefore, the number of
shares being registered is calculated by multiplying the number of shares
granted (16,937) by 35.57013. Only 16,937 options were granted before the Plan
was terminated. The 602,451 options granted were granted at an exercise price
of $1.09 per share.
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 the 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 Dircetors.
(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.
<PAGE>
(h) 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.
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 company 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 company
entered into indemnification agreements with the company pursuant to which the
company 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 company. In September, 1996, the
company entered into similar agreements with two new non-employee directors.
The company 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 company pursuant to the
foregoing provisions, the company 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 company 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.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Grand Prix Association of Long Beach 1993 Stock Option Plan (incorporated
by reference to Exhibit 10.4 to Registrant's Registration Statement on Form SB-
2).
4.2 Registrant's Amended 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.
4.4 Registrant's Certificate of Correction of Certificate of Determination of
Rights, Preferences, Privileges and Restrictions of Series B Convertible
Preferred Stock.
4.5 Bylaws (incorporated by reference to Exhibit 3.3 to Registrant's
Registration Statement on Form SB-2).
5.1 Opinion of counsel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of counsel (included as part of opinion filed as Exhibit 5.1)
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.
<PAGE>
(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.
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 March 10, 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
<PAGE>
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Christopher R. Pook Chairman of the Board, March 10, 1997
- -------------------------- President and Chief Executive
CHRISTOPHER R. POOK Officer (Principal Executive Officer)
/s/ James P. Michaelian Chief Operating Officer and March 10, 1997
- -------------------------- Director
JAMES P. MICHAELIAN
/s/ Marlene A. Davis Chief Financial Officer March 10, 1997
- -------------------------- (Principal Financial and
MARLENE A. DAVIS Accounting Officer)
/s/ Daniel Gurney Director March 10, 1997
- --------------------------
DANIEL GURNEY
/s/ James Sullivan Director March 10, 1997
- --------------------------
JAMES SULLIVAN
/s/ John R. Queen, III Director March 10, 1997
- --------------------------
JOHN R. QUEEN, III
</TABLE>
<PAGE>
EXHIBIT INDEX
The following exhibits to this Form S-8 are filed herewith:
<TABLE>
<CAPTION>
EXHIBIT NO. EXHIBIT
- ----------- -----------------------------------------------------------------------------------------------
<C> <S>
4.3 Registrant's Certificate of Determination of Rights, Preferences, Privileges and
Restrictions of Series B Convertible Preferred Stock.
4.4 Certificate of Correction of Certificate of Determination of Rights, Preferences, Privileges
and Restrictions of Series B Convertible Preferred Stock.
5.1 Opinion of counsel.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of counsel (included as part of opinion filed as Exhibit 5.1).
=============================================================================================================
</TABLE>
<PAGE>
EXHIBIT 4.3
[LETTERHEAD OF STATE OF CALIFORNIA]
SECRETARY OF STATE
CORPORATION DIVISION
I, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the annexed transcript has been compared with the corporate record on
file in this office, of which it purports to be a copy, and that same is full,
true and correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
JUNE 27 1996
------------------------------------
[THE GREAT SEAL OF THE
STATE OF CALIFORNIA] /s/ Bill Jones
Secretary of State
Sec./State Form CE-107(rev 9-95)
<PAGE>
CERTIFICATE OF DETERMINATION
OF
RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
OF SERIES B CONVERTIBLE PREFERRED STOCK OF
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
A California Corporation
The undersigned, CHRISTOPHER R. POOK and GEMMA A. BANNON, hereby certify
that:
1. They are the duly elected and acting President and Secretary,
respectively, of GRAND PRIX ASSOCIATION OF LONG BEACH, INC. (the "Corporation").
2. Under authority given by the Corporation's Articles of Incorporation,
the Board of Directors has duly adopted the following recitals and resolutions:
WHEREAS, the Articles of Incorporation of the Corporation provide for a
class of shares known as Preferred Stock, issuable from time to time in one or
more series; and
WHEREAS, the Board of Directors of the Corporation is authorized to
determine or alter the rights, preferences, privileges, and restrictions
granted to or imposed upon any wholly unissued series of Preferred Stock, to fix
the number of shares constituting any such series, and to fix the number of
shares constituting any such series; and
WHEREAS, the Board of Directors of the Corporation is authorized to
determine or alter the rights, preferences, privileges, and restrictions
granted to or imposed upon any wholly unissued series of Preferred Stock, to fix
the number of shares constituting any such series, and to fix the number of
shares constituting any such series; and to determine the designation thereof,
or any of them; and
WHEREAS, the Board of Directors of the Corporation desires to determine the
rights, preferences, privileges and restrictions relating to the second series
of Preferred Stock, and the number of shares constituting and the designation of
the series;
NOW, THEREFORE, IT IS RESOLVED, that the Board of Directors hereby
determines the designation of, number of shares constituting, and the rights,
preferences, privileges and restrictions relating to the second series of
Preferred Stock as follows:
(a) The second series of Preferred Stock shall be designated "Series B
Convertible Preferred Stock."
(b) The number of shares constituting the Series B Convertible Preferred
Stock shall be 280,000.
(c)(i) The holders of the Series B Convertible Preferred Stock shall
be entitled to receive dividends when and as declared by the Board of Directors,
out of any corporate assets at the time legally available for this purpose, at
an annual rate equal to 4.185% of the original value of each share. The term
"original value" means the price at which the first share of the Series B
Convertible Preferred Stock was issued. Such dividends shall be payable in cash
annually on the anniversary of the
1
<PAGE>
issuance of the Series B Convertible Preferred Stock to holders of Series B
Convertible Preferred Stock of record on a date not more than sixty (60) nor
less than ten (10) days preceding the respective payment date as specified by
the Board of Directors or, if not so specified, as provided in the bylaws or by
law. Dividends shall accrue on each share of Series B Convertible Preferred
Stock from the date of its original issuance and shall accrue from day to day,
whether or not earned or declared. Dividends shall be cumulative so that if
dividends in respect of any previous annual dividend period at the above annual
rate shall not have been paid on or declared and set apart for all Series B
Convertible Preferred Stock, the deficiency shall be fully paid on or declared
and set apart for those shares before any dividends may be declared and paid on
Common Stock in any fiscal year of the Corporation. All dividends payable to the
holders of the Series B Convertible Preferred Stock shall be paid after all
dividends for the current fiscal year have been paid to the holders of the
Series A Convertible Preferred Stock.
(ii) The right to receive and accrue dividends shall cease on the
earliest of (A) the date on which the Series B Convertible Preferred Stock is
converted to Common Stock, (B) December 31, 1998, or (C) payment in full of
the indebtedness of the holder of the Series B Convertible Preferred Stock to
Boatman's Bank of Tennessee and certain other lenders in the aggregate principal
amount of $1,500,000 (the "Unassumed Debt").
(d) On any liquidation, dissolution, or winding up of the Corporation,
whether voluntary or involuntary, the holders of the Series B Convertible
Preferred Stock shall share ratably with the holders of the Common Stock in any
distribution of cash or assets remaining after payment of the liquidation
preference to the holders of the Series A Convertible Preferred Stock.
(e)(i) Subject to the provisions of the California General Corporation
Law and to any other applicable restrictions on the right of a corporation to
redeem its own shares, the Corporation, on a date set during the month of
January, 1999, shall redeem all of the outstanding Series B Convertible
Preferred Stock which has not been converted as of December 31, 1998. Upon
redemption, the Corporation shall pay for each share redeemed, cash in the
amount of $.01 per share plus an amount, equal to all dividends thereon accrued
and unpaid as provided in subparagraph (c)(1), above, whether earned or declared
or not (the "Redemption Price.")
(ii) At least ten (10) days before the date of redemption (the
"Redemption Date"), a written redemption notice shall be given to each holder of
Series B Convertible Preferred Stock by first-class mail, postage prepaid, at
the shareholder's address as shown on the Corporation's records, stating: (A)
that the Series B Convertible Preferred Stock is to be redeemed; (B) the
Redemption Date; (C) the Redemption Price; and (D) the place of payment of the
Redemption Price.
2
<PAGE>
(iii) On or before the Redemption Date, each holder of shares to be
redeemed shall surrender the certificates representing the shares to the
Corporation at the place designated for payment in the redemption notice and
shall then be entitled to receive payment of the Redemption Price.
(iv) If the redemption notice shall have been duly given and if, on
the Redemption Date, the Redemption Price is available for payment, whether or
not the certificates covering these shares are surrendered, all rights with
respect to the redeemable Series B Convertible Preferred Stock shall terminate
except the right of the holders to receive the Redemption Price, without
interest, on the surrender of the certificates.
(v) Upon redemption of the Series B Convertible Preferred Stock,
the Corporation shall be obligated to assume, pay and indemnify the holders of
the Series B Convertible Preferred Stock and its shareholders from and against
the Unassumed Debt.
(f) The holders of the Series B Convertible Preferred Stock shall have
conversion rights as follows:
(i) The Series B Convertible Preferred Stock shall be convertible
into fully paid and nonassessable Common Stock of the Corporation (calculated to
the nearest one-hundredth of a share, fractions of less than one-hundredth of a
share being disregarded) at the option of the respective holders of the shares
at any time after June 30, 1997.
(ii) Each share of the Series B Convertible Preferred Stock shall be
convertible into one (1) share of Common Stock, subject to adjustment as
provided in subparagraph (f)(iv), below.
(iii) Before any shares of the Series B Convertible Preferred Stock
may be converted into Common Stock at the option of the holder, the holder must
surrender the certificate or certificates for those shares, duly endorsed in
blank or accompanied by proper instruments of transfer. Conversion shall be
deemed to have been made as of the date of surrender of the Series B Convertible
Preferred Stock to be converted, and the person or persons entitled to receive
the Common Stock issuable upon conversion shall be treated for all purposes as
the record holder or holders of those shares of Common Stock on that date.
(iv) The number of shares of Common Stock into which Series B
Convertible Preferred Stock may be converted shall be subject to adjustment from
time to time in certain cases as follows:
(A) If the Corporation shall subdivide or combine its
outstanding Common Stock into a greater or smaller number of shares, then in
each case the number of shares of Common Stock
3
<PAGE>
into which Series B Convertible Preferred Stock may be converted shall be
increased or reduced in the same proportion.
(B) If the Corporation shall set a record date for the purpose
of entitling the holders of its Common Stock to receive a dividend or other
distribution payable in Common Stock or securities convertible into or
exchangeable for Common Stock, then in each such case the maximum number of
shares of Common Stock issuable in payment of the dividend or distribution or
upon conversion of or in exchange for the securities convertible into or
exchangeable for Common Stock, shall be deemed to have been issued and to be
outstanding as of that record date, and in each such case the number of shares
of Common Stock into which Series B Convertible Preferred Stock may be
converted, shall be increased in proportion to the increase, through the
dividend or distribution, of the number of outstanding shares of Common Stock.
(C) If the Corporation shall set a record date for the purpose
of entitling the holders of its Common Stock to subscribe for additional Common
Stock upon payment of an amount per share of Common Stock less then the "market
value" (as defined in (D), below) per share of Common Stock on that record date,
then in each such case the number of Common Stock deliverable upon the
conversion of each Series B Convertible Preferred Stock shall be increased in
the ratio which (v) the sum of the number of shares of Common Stock
outstanding on that record date and the number of shares of Common Stock sold
bears to (w) the sum of the number of shares of Common Stock outstanding on that
record date and the number of shares of Common Stock which the aggregate
subscription price would purchase at the "market value" per share of the Common
Stock on that record date. Upon the setting of a record date by the Corporation
for the purpose of entitling the holders of its Common Stock to subscribe for
shares of stock or other securities convertible into, exchangeable for, or
carrying rights of purchase of, Common Stock, a record date shall be deemed to
have been set for the purpose of entitling the holders of its Common Stock to
subscribe for the total number of shares of Common Stock deliverable upon the
exercise of such rights of conversion, exchange, or purchase, upon payment of an
aggregate price equal to the sum of (x) the total consideration payable to the
Corporation for the stock or other securities so convertible or exchangeable,
and (y) in the case of the stock or other securities carrying such rights, but
not so convertible or exchangeable, the amount (if any) by which the
consideration payable to the Corporation for that stock or other securities
shall exceed the distributive amounts (excluding dividends) payable on voluntary
liquidation of the Corporation with respect to that stock or the principal
amount of securities, as the case may be, or the redemption price thereof,
whichever is higher, and (z) any additional amount thereafter payable to the
Corporation upon the exercise of the rights of conversion, exchange, or
4
<PAGE>
purchase.
(D) The "market value" per share of Common Stock at the time as
of which then "market value" is determined shall be deemed to be the average of
the daily closing prices for thirty (30) consecutive business days selected by
the Corporation out of the forty (40) such days immediately preceding the date
as of which "market value" is determined. For the purpose of the foregoing
sentence, a "business day" means a day on which the principal stock exchange or
other market on which the Common Stock is traded was open for at least one-half
of its normal business day. The closing price on any day shall be the last sale
price, regular way, as reported in a composite published report of transactions
which includes transactions on the exchange or other principal markets in which
the Common Stock is traded or, if there is no such composite report as to any
day, the last reported sales price, regular way (or if there is no such reported
sale on that day, the average of the closing reported bid and asked prices) on
the principal United States securities trading market (whether a stock exchange,
NASDAQ, or otherwise) in which the Common Stock is traded; provided, however,
that if the Common Stock is not publicly traded or listed during the time of any
computation pursuant to this paragraph, its "market value" for the purposes
hereof shall be the fair value as determined in good faith by the Board of
Directors of the Corporation.
(E) If there occurs any capital reorganization or any
reclassification of the capital stock of the Corporation, the consolidation or
merger of the Corporation with or into another corporation, or the sale or
conveyance of all or substantially all of the assets of the Corporation to
another corporation, each Series B Convertible Preferred Stock shall thereafter
be convertible into the same kind and amounts of securities (including shares of
stock) or other assets, or both, issuable or distributable to the holders of
outstanding Common Stock of the Corporation upon reorganization,
reclassification, consolidation, merger, sale, or conveyance, in respect of the
number of shares of Common Stock into which that Series B Convertible
Preferred Stock might have been converted immediately prior to the
reorganization, reclassification, consolidation, merger, sale or conveyance; and
in any such case, appropriate adjustments (as determined by the Board of
Directors) shall be made applying the provisions herein set forth with respect
to the rights and interest thereafter of the holders of the Series B Convertible
Preferred Stock, to the end that the provisions set forth (including provisions
with respect to changes in, and other adjustments of, the conversion rate) shall
thereafter be applicable, as nearly as reasonably may be, in relation to any
securities or other assets deliverable upon the conversion of the Series B
Convertible Preferred Stock.
(v) Immediately upon adjustment of the amount of
5
<PAGE>
Common Stock or other securities deliverable upon the conversion of Series B
Convertible Preferred Stock, the Corporation shall file, at its principal
executive office and with any transfer agent or agents for Series B Convertible
Preferred Stock and for Common Stock, a statement, signed by the Chairman of the
Board, President, or one of the Vice Presidents of the Corporation, and by its
Chief Financial Officer or one of its Assistant Treasurers, stating the adjusted
amount of its Common Stock or other securities deliverable upon the conversion
of the Series B Convertible Preferred Stock calculated to the nearest one one-
hundredth and setting forth in reasonable detail the method of calculation and
the facts requiring the adjustment and upon which the calculation is based. Each
adjustment shall remain in effect until a subsequent adjustment hereunder is
required.
(vi) No fractional shares of Common Stock shall be issued upon the
conversion of the Series B Convertible Preferred Stock. If any fractional
interest in a share of Common Stock would otherwise be deliverable upon the
conversion of any of the Series B Convertible Preferred Stock the Corporation
shall, in lieu of delivering the fractional share, pay the holder of the
converted Series B Convertible Preferred Stock an amount equal to the value of
the fractional interest.
(g) Each holder of Series B Convertible Preferred Stock shall have the
same rights to vote held by the holders of the Corporation's Common Stock. Each
holder of the Series B Convertible Preferred Stock shall have the number of
votes equal to the number of shares of Series B Convertible Preferred Stock
held.
FURTHER RESOLVED, that the President and Secretary of the Corporation are
each authorized to execute, verify, and file a Certificate of Determination of
Rights, Preferences, Privileges and Restrictions in accordance with California
law setting forth the foregoing rights, preferences, privileges and restrictions
on the Series B Convertible Preferred Stock.
3. The authorized number of shares of Preferred Stock of the Corporation
is 10,000,000, and the number of shares constituting the Series B Convertible
Preferred Stock, none of which has been issued, is 280,000.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on June
----
19, 1996.
- --
/s/ Christopher R. Pook
------------------------------
CHRISTOPHER R. POOK, PRESIDENT
/s/ Gemma A. Bannon
------------------------------
GEMMA A. BANNON, SECRETARY
6
<PAGE>
The undersigned, CHRISTOPHER R. POOK and GEMMA A. BANNON, the President and
Secretary, respectively, of GRAND PRIX ASSOCIATION OF LONG BEACH, INC., each
declares under penalty of perjury under the laws of the State of California that
the matters set out in the foregoing Certificate are true of his or her own
knowledge.
Executed at Long Beach, California, on 6/19, 1996.
----
/s/ Christopher R. Pook
------------------------------
CHRISTOPHER R. POOK
/s/ Gemma A. Bannon
------------------------------
GEMMA A. BANNON
7
<PAGE>
[LETTERHEAD OF STATE OF CALIFORNIA]
SECRETARY OF STATE
I, Bill Jones, Secretary of State of the State of California, hereby
certify:
That the annexed transcript has been compared with the corporate record on
file in this office, of which it purports to be a copy, and that same is full,
true and correct.
IN WITNESS WHEREOF, I execute
this certificate and affix the Great
Seal of the State of California this
Jan 21, 1997
------------------------------------
[THE GREAT SEAL OF THE
STATE OF CALIFORNIA]
/s/ Bill Jones
Secretary of State
SEC/State Form CE-107(Rev. 11/96)
<PAGE>
[ENDORSED FILED
In the office of the Secretary of State
of the State of California
Dec 16 1996
/s/ Bill Jones
BILL JONES, Secretary of State]
CERTIFICATE OF CORRECTION
OF
CERTIFICATE OF DETERMINATION
OF
RIGHTS, PREFERENCES, PRIVILEGES AND RESTRICTIONS
OF SERIES B CONVERTIBLE PREFERRED STOCK OF
GRAND PRIX ASSOCIATION OF LONG BEACH, INC.
A CALIFORNIA CORPORATION
The undersigned, CHRISTOPHER R. POOK and GEMMA A. BANNON, hereby certify
that:
1. They are duly elected and acting President and Secretary, respectively,
of GRAND PRIX ASSOCIATION OF LONG BEACH, INC. (the "Corporation").
2. The Certificate of Determination of Rights, Preferences, Privileges and
Restrictions of Series B Convertible Preferred Stock of Grand Prix Association
of Long Beach, Inc., was filed with the Secretary of State of the State of
California on June 27, 1996.
3. Section (c) of the Certificate of Determination of Rights, Preferences,
Privileges and Restrictions of Series B Convertible Preferred Stock of Grand
Prix Association of Long Beach, Inc. as corrected, should read as follows:
"(c) (i) The holders of the Series B Convertible Preferred Stock shall be
entitled to receive dividends when and as declared by the Board of Directors,
out of any corporate assets at the time legally available for this purpose, at
an annual rate equal to 4.185% of the original value of each share. The term
"original value" means the price at which the first share of the Series B
Convertible Preferred Stock was issued. Such dividends shall be payable in cash
quarterly commencing three months following the issuance of the Series B
Convertible Preferred Stock and continuing on the same day of each third month
thereafter, to holders of Series B Convertible Preferred Stock of record on a
date not more than sixty (60) nor less than ten (10) days preceding the
respective payment date as specified by the Board of Directors or, if not so
specified, as provided in the bylaws or by law. Dividends shall accrue on each
share of Series B Convertible Preferred Stock from the date of its original
issuance and shall accrue from day to day, whether or not earned or declared.
Dividends shall be cumulative so that if dividends in respect of any previous
annual dividend period at the above annual rate shall not have been paid on or
declared and set apart
-1-
<PAGE>
for all Series B Convertible Preferred Stock, the deficiency shall be fully paid
on or declared and set apart for those shares before any dividends may be
declared and paid on Common Stock in any fiscal year of the Corporation. All
dividends payable to the holders of the Series B Convertible Preferred Stock
shall be paid after all dividends for the current fiscal quarter have been paid
to the holders of the Series A Convertible Preferred Stock.
(ii) The right to receive and accrue dividends shall cease on the
earliest of (A) the date on which the Series B Convertible Preferred Stock is
converted to Common Stock, (B) December 31, 1998, or (C) payment in full of the
indebtedness of the holder of the Series B Convertible Preferred Stock to
Boatman's Bank of Tennessee and certain other lenders in the aggregate principal
amount of $1,500,000 (the "Unassumed Debt")."
3. This Certificate does not alter the wording of any resolution or
written consent adopted by the Board of Directors or the shareholders.
IN WITNESS WHEREOF, the undersigned have executed this Certificate of
Correction on December 10, 1996 at Long Beach, California.
/s/ Christopher R. Pook
------------------------------------
CHRISTOPHER R. POOK, President
/s/ Gemma A. Bannon
------------------------------------
GEMMA A. BANNON, Secretary
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Executed at Long Beach, California on December 10, 1996.
/s/ Christopher R. Pook
------------------------------------
CHRISTOPHER R. POOK
/s/ Gemma A. Bannon
------------------------------------
GEMMA A. BANNON
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<PAGE>
EXHIBIT 5.1
Law Offices of
VALERIE K. deMARTINO
100 Oceangate, Suite 1200 Tel: (562) 628-5577
Long Beach, CA 90802 Fax: (562) 628-5578
e-mail [email protected]
March 10, 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 1993 Stock Option 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 23.1
[LETTERHEAD OF ARTHUR ANDERSEN LLP]
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 27, 1997
included (or incorporated by reference) in Grand Prix Association of Long
Beach, Inc.'s Form 10-KSB for the year 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
March 11, 1997
