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Registration No. _______
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
(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>
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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
value per share 900,000 $6.72 $6,048,000 $1,682
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</TABLE>
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(1) For the purpose of computing the registration fee, Racing Champions
Corporation (the "Registrant") has used $6.72 as the average of the
high and low prices of the Common Stock as reported on June 24, 1999 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.
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 Statements on Form
S-8 (Registration Nos. 333-50959 and 333-58037) effective April 24, 1998 and
June 29, 1998 are incorporated by reference and made a part hereof.
Item 8. Exhibits.
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<S> <C>
4.1 Amended and Restated Certificate of Incorporation.
4.2 First Amendment to Amended and Restated Certificate of
Incorporation.
4.3 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 Reinhart, Boerner, Van Deuren, Norris & Rieselbach, s.c.
24 Power of Attorney.
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2
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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 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 28, 1999.
RACING CHAMPIONS CORPORATION
BY /s/ Robert E. Dods
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Robert E. Dods, Chief Executive Officer
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.
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Robert E. Dods Chief Executive Officer and June 28, 1999
- ----------------------- Director (Principal Executive
Robert E. Dods Officer)
/s/ Boyd L. Meyer President and Director June 28, 1999
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Boyd L. Meyer
/s/ Peter K. K. Chung Director June 28, 1999
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Peter K.K. Chung
/s/ Avy H. Stein Director June 28, 1999
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Avy H. Stein
/s/ Daniel M. Gill Director June 28, 1999
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Daniel M. Gill
/s/ John S. Bakalar Director June 28, 1999
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John S. Bakalar
/s/ John J. Vosicky Director June 28, 1999
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John J. Vosicky
/s/ Victor H. Shaffer Director June 28, 1999
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Victor H. Shaffer
/s/ Curtis W. Stoelting Executive Vice President - June 28, 1998
- ----------------------- Finance and Operations and
Curtis W. Stoelting Secretary (Principal Financial
Officer and Principal Accounting
Officer)
</TABLE>
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INDEX TO EXHIBITS
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<CAPTION>
Exhibit No Description Page
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<S> <C> <C>
4.1 Amended and Restated Certificate *
of Incorporation
4.2 First Amendment to Amended and *
Restated Certificate of Incorporation
4.3 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 Reinhart, Boerner, Van Deuren,
Norris & Rieselbach, s.c. (included in exhibit 5)
24 Power of Attorney ***
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*Incorporated by reference to the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1998 (File No. 0-22635).
**Incorporated by reference to the Registrant's Quarterly Report on Form 10-Q
for the quarter ended June 30, 1998 (File No. 0-22635).
***Incorporated by reference to the signature page of this Registration
Statement.
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EXHIBIT 5
June 28, 1999
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 1,500,000 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
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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 report dated
February 15, 1999 included in Racing Champions Corporation Annual Report on Form
10-K for the year ended December 31, 1998 and to all references to our Firm
included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
June 25, 1999
