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As filed with the Securities and Exchange Commission on August 10, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHURCHILL DOWNS INCORPORATED
(Exact name of Registrant as specified in its charter)
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Kentucky 61-0156015
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(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
700 Central Avenue
Louisville, Kentucky 40208
(Address, including zip code, of Registrant's principal executive offices)
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CHURCHILL DOWNS INCORPORATED 1997 STOCK OPTION PLAN
(Full title of the plan)
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Thomas H. Meeker
President
Churchill Downs Incorporated
700 Central Avenue
Louisville, Kentucky 40208
(502) 636-4400
(Name, address, and telephone number, including area code, of agent for service)
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Copies to:
ROBERT A. HEATH, ESQ.
Wyatt, Tarrant & Combs
2800 Citizens Plaza
Louisville, Kentucky 40202
(502) 589-5235
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<CAPTION>
<S> <C> <C> <C> <C>
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Offering Registration
to be Registered Registered Per Share<F1> Price<F1> Fee
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Common Stock, 300,000 shares<F2> $22.84 $6,852,000 $1,808.93
no par value and
associated Preferred
Share Purchase Rights <F3>
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<F1> Estimated solely for the purpose of computing the registration fee pursuant to Rule 457. The maximum offering price per
share is based on the average of the bid and ask price of the Common Stock as reported by the Nasdaq National Market on
August 8, 2000, pursuant to Rule 457(h)(1).
<F2> The Registrant also registers hereby such indeterminate number of additional shares as may be required to cover antidilutive
adjustments under the Churchill Downs Incorporated 1997 Stock Option Plan.
<F3> The Preferred Share Purchase Rights, prior to the occurrence of certain events, are not evidenced separately from the
Common Stock.
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Exhibit Index on Page 6.
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EXPLANATORY NOTE
Churchill Downs Incorporated (the "Company") filed a registration statement on
Form S-8 on August 21, 1998 (Reg. No. 333-62013) (the "Previous Registration
Statement"), relating to the registration of shares of common stock, no par
value ("Common Stock"), of the Company in connection with the Churchill Downs
Incorporated 1997 Stock Option Plan.
Pursuant to General Instruction E of Form S-8, this Registration Statement on
Form S-8 (the "Registration Statement") registers an additional 300,000 shares
of the Company's Common Stock which may be acquired pursuant to the Churchill
Downs Incorporated 1997 Stock Option Plan.
The contents of the Previous Registration Statement are hereby incorporated by
reference pursuant to General Instruction E of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
The Exhibits listed on the Exhibit Index appearing on page 6
of this Registration Statement are hereby incorporated by reference.
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SIGNATURES
THE REGISTRANT. 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 Louisville, State of Kentucky, on the 8th day of
August, 2000.
CHURCHILL DOWNS INCORPORATED
By: /s/ Thomas H. Meeker
Thomas H. Meeker
President and Chief Executive Officer
POWERS OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Thomas H. Meeker and Rebecca C.
Reed as his true and lawful attorney-in-fact and agent, with full power of
substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments and post-effective amendments to this
Registration Statement, and to file the same with all exhibits thereto, granting
unto 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, 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 may lawfully do or cause to
be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons on the
8th day of August, 2000 in the capacities indicated.
Signatures Title
/S/ THOMAS H. MEEKER President, Chief Executive
Thomas H. Meeker Officer (Principal Executive
Officer) and Director
/S/ ROBERT L. DECKER Executive Vice President and
Robert L. Decker Chief Financial Officer
(Principal Financial Officer)
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/S/ MICHAEL E. MILLER Senior Vice President, Finance
Michael E. Miller (Principal Accounting Officer)
/S/ CHARLES W. BIDWILL, JR. Director
Charles W. Bidwill, Jr.
/S/ WILLIAM S. FARISH Director
William S. Farish
/S/ J. DAVID GRISSOM Director
J. David Grissom
/S/ SETH W. HANCOCK Director
Seth W. Hancock
/S/ DANIEL P. HARRINGTON Director
Daniel P. Harrington
/S/ G. WATTS HUMPHREY, JR. Director
G. Watts Humphrey, Jr.
/S/ FRANK B. HOWER, JR. Director
Frank B. Hower, Jr.
/S/ BRAD M. KELLEY Director
Brad M. Kelley
/S/ CARL F. POLLARD Director
Carl F. Pollard
/S/ DENNIS D. SWANSON Director
Dennis D. Swanson
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/S/ DARRELL R. WELLS Director
Darrell R. Wells
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INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE
4(a) Amended and Restated Articles of Incorporation of the Company
are incorporated by reference to Exhibit 3(a) to the Company's
Report on Form 10-K for the fiscal year ended December 31,
1999.
4(b) Restated Bylaws of the Company are incorporated by reference
to Exhibit 3 of the Company's Report on Form 10-Q for the
fiscal quarter ended March 31, 2000.
4(c) Specimen Stock Certificate is incorporated by reference to
Exhibit 4(d) to the Company's Registration Statement on Form
S-8, File No. 33-85012.
4(d) Rights Agreement dated as of March 19, 1998, between the
Company and Bank of Louisville is incorporated by reference to
Exhibit 4.1 to the Company's Current Report on Form 8-K filed
on March 20, 1998 and to Exhibit 4.1 to the Company's
Registration Statement on Form 8-A/A filed on June 30, 2000.
5 Opinion and Consent of Wyatt, Tarrant & Combs as to the legality
of the shares being registered. 7
23(a) Consent of Wyatt, Tarrant & Combs (contained in Exhibit 5).
23(b) Consent of PricewaterhouseCoopers LLP. 9
24 Power of Attorney (precedes signatures).
99 Churchill Downs Incorporated Second Amended and Restated
1997 Stock Option Plan. 10
