<PAGE> 1
] Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RACING CHAMPIONS CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 36-4088307
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(State of Incorporation) I.R.S. Employer I.D. No.
800 Roosevelt Road, Building C, Suite 320
Glen Ellyn, Illinois 60137
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(Address of Principal Executive Offices) (Zip Code)
RACING CHAMPIONS CORPORATION STOCK INCENTIVE PLAN
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(Full title of the plan)
Robert E. Dods
Racing Champions Corporation
800 Roosevelt Road
Building C, Suite 320
Glen Ellyn, Illinois 60137
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(Name and address of agent for service)
630-790-3507
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(Telephone number, including area code
of agent for service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------
Proposed
Maximum Proposed
Offering Maximum Amount Of
Title Of Securities Amount To Price Per Aggregate Registration
To Be Registered Be Registered Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par 288,148 $11.88(1) $ 3,423,199 $ 1,010
value per share
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</TABLE>
(1) For the purpose of computing the registration fee, Racing Champions
Corporation (the "Registrant") has used $11.88 as the average of the high
and low prices of the Common Stock as reported on June 23, 1998 on the
Nasdaq National Market for the offering price per share, in accordance
with Rule 457(h).
<PAGE> 2
PART II - INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This Registration Statement has been filed to register additional
securities of the Registrant made available under the Racing Champions
Corporation Stock Incentive Plan by reason of an amendment thereto approved by
the stockholders of the Registrant. Pursuant to General Instruction E to Form
S-8, the contents of the Registrant's earlier Registration Statement on Form
S-8 (Registration No. 333-50959) effective April 24, 1998 are incorporated by
reference and made a part hereof.
Item 8. Exhibits.
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4.1 Amended and Restated Certificate of Incorporation.
4.2 Amended and Restated By-Laws.
5 Opinion of Reinhart, Boerner, Van Deuren, Norris & Rieselbach,
s.c. as to the legality of the stock being registered.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Ernst & Young.
24 Power of Attorney.
<PAGE> 3
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 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 Glen Ellyn, State of Illinois, on June 24, 1998.
RACING CHAMPIONS CORPORATION
BY /s/ Robert E. Dods
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Robert E. Dods, President
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
Robert E. Dods and Curtis W. Stoelting, and each of them, his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto each said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute may lawfully do or cause
to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
- ---------------------- ----------------------------------------- -------------
<S> <C> <C>
/s/ Robert E. Dods President and Director June 24, 1998
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Robert E. Dods
/s/ Boyd L. Meyer Executive Vice President and Director June 24, 1998
- -----------------
Boyd L. Meyer
/s/ Peter K.K. Chung Director June 24, 1998
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Peter K.K. Chung
/s/ Samuel B. Guren Director June 24, 1998
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Samuel B. Guren
/s/ Avy H. Stein Director June 24, 1998
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Avy H. Stein
/s/ Daniel M. Gill Director June 24, 1998
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Daniel M. Gill
/s/ John S. Bakalar Director June 24, 1998
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John S. Bakalar
/s/ John J. Vosicky Director June 24, 1998
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John J. Vosicky
/s/ Randy C. Baker Director June 24, 1998
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Randy C. Baker
/s/ Randy E. Duncan Director June 24, 1998
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Randy E. Duncan
/s/ Victor H. Shaffer Director June 24, 1998
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Victor H. Shaffer
/s/ Curtis W.Stoelting Executive Vice President - Finance June 24, 1998
- ---------------------- and Operations and Secretary
Curtis W. Stoelting (Principal Financial Officer and
Principal Accounting Officer)
</TABLE>
<PAGE> 4
INDEX TO EXHIBITS
Exhibit No Description Page
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4.1 Amended and Restated Certificate *
of Incorporation
4.2 Amended and Restated By-Laws **
5 Opinion of Reinhart, Boerner,
Van Deuren, Norris & Rieselbach,
s.c. as to the legality of the
stock being registered
23.1 Consent of Arthur Anderson LLP
23.2 Consent of Ernst & Young
24 Power of Attorney ***
* Incorporated by reference to the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997 (File No. 0-22635).
** Incorporated by reference to the Registrant's Form S-1 Registration
Statement (Registration Statement No. 333-22493).
*** Incorporated by reference to the signature page of this Registration
Statement.
<PAGE> 1
EXHIBIT 5
June 29, 1998
Racing Champions Corporation
800 Roosevelt Road
Building C, Suite 320
Glen Ellyn, IL 60137
Gentlemen: Re: Registration Statement on Form S-8
We have acted as counsel for Racing Champions Corporation, a Delaware
corporation (the "Company"), in connection with the Company's offering to
certain participants of up to 600,000 shares of its $.01 par value common stock
(the "Common Stock") pursuant to the Racing Champions Corporation Stock
Incentive Plan (the "Plan").
In such capacity we have examined, among other documents, the Amended and
Restated Certificate of Incorporation of the Company, as amended, and the
Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission on or shortly after the date of this letter
covering the offering of the Company's common stock pursuant to the Plan.
Based on the foregoing and such additional investigation as we have deemed
necessary, it is our opinion that the shares of Common Stock to be offered
under the Plan have been legally and validly authorized under the Amended and
Restated Certificate of Incorporation of the Company, as amended, and the laws
of the State of Delaware. When issued in accordance with the description set
forth in the Registration Statement and the Plan, the shares of Common Stock
will be legally issued, fully-paid and nonassessable.
We consent to the filing of a copy of this opinion as an exhibit to the
Registration Statement on Form S-8.
REINHART, BOERNER, VAN DEUREN,
NORRIS & RIESELBACH, s.c.
BY /s/ James M. Bedore
James M. Bedore
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated February 10,
1998 and February 15, 1997 included in Racing Champions Corporation Annual
Report on Form 10-K for the year ended December 31, 1997 and to all references
to our Firm included in this registration statement.
/s/ Arthur Anderson, LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 29, 1998
<PAGE> 1
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference of our report dated February 19,
1997, with respect to the Combined Financial Statements of Racing Champions
Limited Group for the two years ended March 31, 1995 and 1996 and for the one
month ended April 30, 1996, in the Registration Statement (Form S-8) dated
June 29, 1998 pertaining to the Stock Incentive Plan of Racing Champions
Corporation.
/s/ Ernst & Young
Ernst & Young
Hong Kong
June 29, 1998
