<PAGE>
As filed with the Securities and Exchange Commission on March 14, 2000.
Registration No. 333-___________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
------------------
MAGNA ENTERTAINMENT CORP.
(Formerly MI Entertainment Corp.)
(Exact Name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Delaware 98-0208374
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
285 West Huntington Drive
Arcadia, California 91007
(626) 574-7233
(Address, including ZIP code, and telephone number,
including area code, of registrant's
principal executive offices)
MAGNA ENTERTAINMENT CORP.
LONG-TERM INCENTIVE PLAN
(Full title of plan)
<TABLE>
<S> <C>
David A. Mitchell Copy to:
Magna Entertainment Corp. Scott Freeman
285 West Huntington Drive Sidley & Austin
Arcadia, California, 91007 875 Third Avenue
(626) 574-7233 New York, NY 10022
(Name, Address including ZIP Code, and telephone number, (212) 906-2000
including area code, of Agent)
</TABLE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Maximum Offering Maximum Aggregate Amount of
to be Registered Registered1 Price Per Unit2 Offering Price2 Registration Fee
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A subordinate Voting
Stock par value $0.01 8,000,000 shares 4.79 $38,320,000 $10,116.48
- ----------------------------------------------------------------------------------------------------------------------
</TABLE>
===========================================================================
CALCULATION OF REGISTRATION FEE
===========================================================================
- -------------------
1 Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers an indeterminate number of additional shares which
may be necessary to adjust the number of shares reserved for issuance
pursuant to such plan as the result of any future stock split, stock
dividend or similar adjustment of the outstanding Class A Subordinate
Voting Stock of the Registrant.
2 Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) of the Act, based upon the average of the high and
low prices for the Registrant's Class A Subordinate Voting Stock reported
on the NASDAQ National Market on Thursday March 9, 2000.
<PAGE>
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 under the Securities Act of 1933 and the Note to Part 1
of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation Of Documents By Reference.
The following documents filed with the Commission are incorporated by
reference in this Registration Statement:
1. The prospectus dated February 14, 2000 and contained in the Registration
Statement on Form S-1 filed initially by the Registrant with the Commission
on January 18, 2000, and subsequently amended (File No. 333-94791).
2. The description of the Registrant's Class A Subordinate Voting Stock
contained in the Registrant's Registration Statement on Form 8-A (File No.
000-30578) filed on February 11, 2000.
All documents filed with the Commission by the Registrant pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Securities and Exchange Act of 1934
(the "Exchange Act"), after the date of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered herein have been sold or which deregisters all securities then remaining
unsold, are deemed to be incorporated by reference in this Registration
Statement and to be a part thereof from the date of filing of such documents
(such documents, and the documents enumerated in clauses (1.) and (2.) above,
being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such first statement. Any such
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.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
As permitted by Section 145 of the Delaware General Corporation Law,
the Registrant's by-laws require it to indemnify any director, and permits it to
indemnify any officer, employee or agent, who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that person is or was or has agreed to become
one of the Registrant's directors, officers, employees or agents, as the case
may be, or has agreed to serve at the Registrant's request as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise. The Registrant's indemnification obligation
2
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extends to costs, charges, expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by any
such person or on his or her behalf in connection with such an action, suit or
proceeding and any appeal therefrom, if that person acted in good faith in a
manner he or she reasonably believed to be in or not opposed to the Registrant's
best interests of and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. The Registrant's
directors will have no liability to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director. The Registrant is
covered under Magna International Inc.'s (the Registrant's corporate parent)
liability insurance which provides for coverage for the Registrant's officers
and directors and officers and directors of the Registrant's subsidiaries,
subject to a deductible for executive indemnification. The policy does not
provide coverage for losses arising from violation of, or the enforcement of,
environmental laws and regulations.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Form of Stock Certificate for Class A Subordinate Voting Stock (filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (File
No. 333-94791) and incorporated herein by reference)
4.2 Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-94791) and incorporated
herein by reference)
4.3 By-Laws of the Registrant (filed as Exhibit 3.2 to the Registration
Statement on Form S-1 (File No. 333-94791) and incorporated herein by
reference)
4.4 Long-term Incentive Plan (filed as Exhibit 10.11 to the Registration
Statement on Form S-1 (File No. 333-94791) and incorporated herein by
reference)
5.1 Opinion of Sidley & Austin
23.1 Consent of Sidley & Austin (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP in respect of the Audited Consolidated
Financial Statements of Magna Entertainment Corp. and of Los Angeles Turf
Club, Inc.
23.3 Consent of PricewaterhouseCoopers LLP in respect of the Audited
Consolidated Financial Statements of Gulfstream Park Racing Association,
Inc. and Subsidiary
23.4 Consent of Hill, Barth & King LLC in respect of the Audited Financial
Statements of Remington Park, Inc. and of Thistledown, Inc.
23.5 Consent of Ernst & Young LLP in respect of the Audited Combined Financial
Statements of Golden Gate Fields
24.1 Power of Attorney (included as part of the signature page of this
Registration Statement)
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 to include any
material information with respect to the plan of distribution not
3
<PAGE>
previously disclosed in this Registration Statement or any material
change to such information in this Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933 (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; and
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act that is incorporated by reference herein 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 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.
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 Town of Aurora, Province of Ontario, in Canada, on March 14,
2000.
Magna Entertainment Corp.
By: /s/ J. Brian Colburn
---------------------------------------
J. Brian Colburn
Secretary
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jerry D. Campbell, J. Brian Colburn,
David A. Mitchell and James Nicol, and each of them (with full power of each of
them to act alone), his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution for him or her and in his or her
name, place and stead, in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8 (including post-effective amendments), and to
file the same, with all exhibits thereto and other documents in connection
therewith, with the U. S. Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, 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 as to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their substitutes, may lawfully
do or cause to be done by virtue hereof.
4
<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.
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<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Frank Stonach
- -----------------------------
Frank Stonach Chairman and Director March 14, 2000
- -----------------------------
James Nicol Vice Chairman and Director March 14, 2000
/s/ Jerry O. Campbell
- -----------------------------
Jerry D. Campbell President, Chief Executive Officer and Director March 14, 2000
/s/ David A. Mitchell
- -----------------------------
David A. Mitchell Executive Vice President and Chief Financial Officer March 14, 2000
/s/ James Bromby
- -----------------------------
James Bromby Corporate Controller March 14, 2000
/s/ William G. Davis
- -----------------------------
William G. Davis Director March 14, 2000
- -----------------------------
Peter M. George Director March 14, 2000
/s/ Joseph M. Harper
- -----------------------------
Joseph W. Harper Director March 14, 2000
/s/ J. Terrence Lanni
- -----------------------------
J. Terrence Lanni Director March 14, 2000
/s/ Edward C. Lumley
- -----------------------------
Edward C. Lumley Director March 14, 2000
/s/ Earle I. Mack
- -----------------------------
Earle I. Mack Director March 14, 2000
/s/ Gino Roncelli
- -----------------------------
Gino Roncelli Director March 14, 2000
</TABLE>
5
<PAGE>
<TABLE>
<S> <C> <C>
- -----------------------------
Andrew Stronach Vice President, Corporate Development and Director March __, 2000
/s/ Ronald J. Volkman
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Ronald J. Volkman Director March 14, 2000
- -----------------------------
John C. York II Director March __, 2000
</TABLE>
6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
4.1 Form of Stock Certificate for Class A Subordinate Voting Stock (filed as
Exhibit 4.1 to the Registrant's Registration Statement on Form S-1 (File
No. 333-94791) and incorporated herein by reference)
4.2 Certificate of Incorporation of the Registrant (filed as Exhibit 3.1 to the
Registration Statement on Form S-1 (File No. 333-94791) and incorporated
herein by reference)
4.3 By-Laws of the Registrant (filed as Exhibit 3.2 to the Registration
Statement on Form S-1 (File No. 333-94791) and incorporated herein by
reference)
4.4 Long-term Incentive Plan (filed as Exhibit 10.11 to the Registration
Statement on Form S-1 (File No. 333-94791) and incorporated herein by
reference)
5.1 Opinion of Sidley & Austin
23.1 Consent of Sidley & Austin (included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP in respect of the Audited Consolidated
Financial Statements of Magna Entertainment Corp. and of Los Angeles Turf
Club, Inc.
23.3 Consent of PricewaterhouseCoopers LLP in respect of the Audited
Consolidated Financial Statements of Gulfstream Park Racing Association,
Inc. and Subsidiary
23.4 Consent of Hill, Barth & King LLC in respect of the Audited Financial
Statements of Remington Park, Inc. and of Thistledown, Inc.
23.5 Consent of Ernst & Young LLP in respect of the Audited Combined Financial
Statements of Golden Gate Fields
24.1 Power of Attorney (included as part of the signature page of this
Registration Statement)
7
<PAGE>
Exhibit 5.1
March 14, 2000
Magna Entertainment Corp.
285 West Huntington Drive
Arcadia, California 91007
Re: Registration Statement on Form S-8
8,000,000 Shares of Class A Subordinate Voting Stock
----------------------------------------------------
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-8 (the "Registration
Statement") being filed by Magna Entertainment Corp., a Delaware corporation
(the "Company"), with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the registration of an aggregate
of 8,000,000 shares of Class A Subordinate Voting Stock, par value $.01 per
share, of the Company (the "Registered Common Stock"), to be issued under the
Magna Entertainment Corp. Long-Term Incentive Plan (the "Plan").
In connection with the proposed issuance of the Registered Common Stock, we
have examined such records, documents and questions of law, and satisfied
ourselves as to such matters of fact, as we have considered relevant and
necessary as a basis for this opinion.
Based on the foregoing, we are of the opinion that:
1. The Company is validly existing as a corporation under the laws of the
State of Delaware.
2. Each share of the Registered Common Stock which is issued pursuant to
the Plan will constitute a share of common stock of the Company that has been
duly authorized and validly issued and is fully paid and non-assessable when:
(i) the Registration Statement shall have become effective under the Securities
Act; (ii) the Company's Board of Directors or a duly authorized committee
thereof shall have duly adopted final resolutions authorizing the issuance and
sale of such share as contemplated by the Plan; and (iii) a certificate
representing such share shall have been duly executed, countersigned and
registered and duly delivered upon payment of the agreed consideration therefor
(not less than the par value thereof) determined in accordance with the terms of
the Plan.
This opinion is limited to the General Corporation Law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Sidley & Austin
<PAGE>
Exhibit 23.2
Consent of Independent Auditors
We consent to the use of our report dated November 8, 1999, included in the
Registration Statement on Form S-1 (No. 333-94791) of Magna Entertainment Corp.
with respect to the consolidated financial statements of Magna Entertainment
Corp. as of December 31, 1998, July 31, 1998 and 1997 and for the five month
period ended December 31, 1998 and for each of the years in the three year
period ended July 31, 1998 and incorporated by reference in its Registration
Statement on Form S-8 pertaining to Magna Entertainment Corp. Long-Term
Incentive Plan.
We also consent to the use of our report dated June 11, 1999, included in the
Registration Statement on Form S-1 (No. 333-94791) of Magna Entertainment Corp.
with respect to the financial statements of Los Angeles Turf Club, Inc. as of
December 10, 1998 and December 31, 1997 and for the periods from January 1, 1998
through December 10, 1998, November 6, 1997 through December 31, 1997, January
1, 1997 through November 5, 1997 and for the year ended December 31, 1996 and
incorporated by reference in the Registration Statement on Form S-8 of Magna
Entertainment Corp. pertaining to Magna Entertainment Corp. Long-Term Incentive
Plan.
/s/ Ernst & Young LLP
ERNST YOUNG LLP
Los Angeles, California
March 14, 2000
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 10, 1999, except for Note 9 as
to which the date is September 1, 1999, relating to the financial statements of
Gulfstream Park Racing Association, Inc. and Subsidiary, which appears in the
Registration Statement on Form S-1 (File No. 333-94791) of Magna Entertainment
Corp.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
March 14, 2000
Miami, Florida
<PAGE>
Exhibit 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
As independent public public accountants, we hereby consent to the
incorporation by reference in the Registration Statement on Form S-8, pertaining
to the Magna Entertainment Corp, Long-Term Incentive Plan of our reports on the
financial statements included in the Company's Registration Statement on Form
S-1 (File No. 333-94791).
/s/ Hill Barth & King LLC
Certified Public Accountans
March 14, 2000
Boardman, Ohio
<PAGE>
Exhibit 23.5
Consent of Independent Auditors
We consent to the use of our report dated October 4, 1999, except for paragraph
1 of Note 5, as to which the date is October 19, 1999, included in the
Registration Statement on Form S-1 (No. 333-94791) of Magna Entertainment Corp.
with respect to the combined financial statements of Golden Gate Fields
consisting of Pacific Racing Association's operations subject to the licensing
provisions of the California Horse Racing Board, Ladbroke Racing California,
Inc. and Ladbroke Land Holdings, Inc. (wholly owned subsidiaries of Ladbroke
Racing Corporation) as of December 31, 1998 and 1997 and for each of the years
in the three year period ended December 31, 1998 and incorporated by reference
in the Registration Statement on Form S-8 of Magna Entertainment Corp.
pertaining to Magna Entertainment Corp. Long-Term Incentive Plan.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Walnut Creek, California
March 14, 2000
