<PAGE> 1
Registration No. _______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________
RACING CHAMPIONS CORPORATION
----------------------------
(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
----------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
RACING CHAMPIONS CORPORATION 1996 KEY EMPLOYEES STOCK OPTION PLAN
-----------------------------------------------------------------
(Full title of the plan)
Robert E. Dods
Racing Champions Corporation
800 Roosevelt Road
Building C, Suite 320
Glen Ellyn, Illinois 60137
----------------------------
(Name and address of agent for service)
630-790-3507
------------
(Telephone number, including area code
of agent for service)
--------------
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
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 332,033 $11.63(1) $3,861,544 $1,139
value per share
- -------------------------------------------------------------------------------------------------------------
</TABLE>
(1) For the purpose of computing the registration fee, Racing Champions
Corporation (the "Registrant") has used $11.63 as the average of the
high and low prices of the Common Stock as reported on April 17, 1998
on the Nasdaq National Market for the offering price per share, in
accordance with Rule 457(h).
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PART II - INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed with the Securities and Exchange
Commission (the "Commission") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for
the year ended December 31, 1997.
(b) All other reports filed pursuant to sections
13(a) or 15(d) of the Exchange Act since the end of the 1997 fiscal year which
is reported in the Annual Report referred to in paragraph (a) above.
(c) The description of the Registrant's Common Stock
contained in the registration statement filed pursuant to section 12 of the
Exchange Act and all amendments thereto or reports filed for the purpose of
updating such description.
All reports and other 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 herein and to
be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Set forth below is a description of certain provisions of the
Registrant's Amended and Restated Certificate of Incorporation (the "Certificate
of Incorporation"), the Registrant's Amended and Restated By-Laws (the
"By-Laws") and the Delaware General Corporation Law ("DGCL"). This description
is qualified in its entirety by reference to the Certificate of Incorporation,
the By-Laws and the DGCL.
The Certificate of Incorporation provides that, to the full extent
provided by law, a director will not be personally liable to the Registrant or
its stockholders for or with respect to any acts or omissions in the performance
of his or her duties as a director. The DGCL provides that a corporation may
limit or eliminate a director's personal liability for monetary damages to the
corporation or its stockholders, except for liability (i) for any breach of the
director's duty of loyalty to such 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 paying a dividend or approving a stock
repurchase in violation of section 174 of the DGCL or (iv) with respect to any
transaction from which the director derived an improper personal benefit.
Under the DGCL, directors and officers as well as other employees and
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation as a
derivative action) if they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interest of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe their
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conduct was unlawful. With respect to actions by or in the right of the
corporation as a derivative action, section 145 of the DGCL provides that a
corporation may indemnify directors, officers and other persons as described
above, except if such person has been adjudged to be liable to the corporation,
unless the court in which such action or suit was brought determines in view of
all of the circumstances of the case that such person is fairly and reasonably
entitled to indemnify for such expenses as the court deems proper.
The Certificate of Incorporation and Article V of the By-Laws provide
for the mandatory indemnification of directors, officers, employees or agents of
the Registrant to the full extent permitted by the DGCL. The By-Laws also
contain a nonexclusivity clause which provides in substance that the
indemnification rights under the By-Laws shall not be deemed exclusive of any
other rights to which those seeking indemnification may be entitled under any
agreement with the Registrant, any By-Law or otherwise.
The DGCL permits and Article V of the By-Laws authorizes the Registrant
to purchase and maintain insurance on behalf of any director, officer, employee
or agent of the Registrant against any liability asserted against or incurred by
them in such capacity or arising out of their status as such whether or not the
Registrant would have the power to indemnify such director, officer, employee or
agent against such liability under the applicable provisions of the DGCL, the
Certificate of Incorporation or the By-Laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
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.
Item 9. Undertakings.
1. The undersigned Registrant hereby undertakes as
follows:
(a) To file, during any period in which offers or
sales are being made, a post-effective amendment to this Registration Statement
to include any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change to
such information in the Registration Statement.
(b) That, for purposes of determining any liability
under the Securities Act of 1933, 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.
(c) 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.
2. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, 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
2
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offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 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 of 1933 and will be governed by the final adjudication of such issue.
3
<PAGE> 5
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 April 24, 1998.
RACING CHAMPIONS CORPORATION
BY /s/ Robert E. Dods
-------------------------
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 April 24, 1998
- ------------------
Robert E. Dods
/s/ Boyd L. Meyer Executive Vice President and April 24, 1998
- ------------------
Boyd L. Meyer Director
/s/ Peter K.K. Chung Director April 24, 1998
- --------------------
Peter K.K. Chung
/s/ Samuel B. Guren Director April 24, 1998
- --------------------
Samuel B. Guren
/s/ Avy H. Stein Director April 24, 1998
- -----------------
Avy H. Stein
/s/ Daniel M. Gill Director April 24, 1998
- -------------------
Daniel M. Gill
/s/ John S. Bakalar Director April 24, 1998
- --------------------
John S. Bakalar
/s/ John J. Vosicky Director April 24, 1998
- --------------------
John J. Vosicky
/s/ Curtis W. Stoelting Vice President - Finance and April 24, 1998
- ------------------------ Operations and Secretary
Curtis W. Stoelting
</TABLE>
4
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INDEX TO EXHIBITS
Exhibit No Description Page
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.
5
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EXHIBIT 5
April 24, 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 332,033 shares of its $.01 par value common
stock (the "Common Stock") pursuant to the Racing Champions Corporation 1996 Key
Employees Stock Option Plan (the "Plan").
In such capacity we have examined, among other documents, the Amended
and Restated Certificate of Incorporation of the Company, 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 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 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
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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.
ARTHUR ANDERSEN LLP
Chicago, Illinois
April 21, 1998
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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 April
21, 1998 pertaining to the Employees Stock Option Plan of Racing Champions
Corporation.
/s/ Ernst & Young
Ernst & Young
Hong Kong
April 21, 1998
