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As filed with the Securities and Exchange Commission on July 13, 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
700 Central Avenue
Louisville, Kentucky 40208
(Address, including zip code, of Registrant's principal executive offices)
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CHURCHILL DOWNS INCORPORATED 2000 EMPLOYEE STOCK PURCHASE 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
<TABLE>
<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, 68,581 shares<F2> $22.906 $1,570,916 $414.72
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
July 12, 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 2000 Employee Stock Purchase 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 8.
</TABLE>
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates the following documents in
this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1999 and the portions of the Registrant's Proxy
Statement for the 2000 Annual Shareholers' Meeting incorporated by reference
therein.
(b) The Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended March 31, 2000.
(c) The Registrant's Current Reports on Form 8-K filed
February 28, 2000, May 10, 2000 and June 23, 2000.
(d) The description of the Registrant's common stock, no par
value (the "Common Stock"), which is contained in the Registrant's Current
Report on Form 8-K filed December 14, 1998, pursuant to Section 13 of the
Securities Exchange Act of 1934, and any amendment or report filed for the
purpose of updating such description.
(e) The description of the Registrant's Preferred Share
Purchase Rights contained in the Registrant's Registration Statement on Form 8-A
filed March 20, 1998, pursuant to Section 12(g) of the 1934 Act, as amended on
Form 8-A/A filed June 30, 2000.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all of
the shares of the Common Stock offered have been sold or which deregisters all
of the shares of Common Stock 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.
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ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article XI of the Registrant's Amended and Restated Articles
of Incorporation limits the liability of directors of the Registrant pursuant to
the Kentucky Business Corporation Act. Under this article, directors generally
are personally liable to the Registrant or its shareholders for monetary damages
only in transactions involving conflicts of interest or improper personal
benefit for a director, intentional misconduct, violations of law, or unlawful
distributions.
The Restated Bylaws of the Registrant require the Registrant
to indemnify, and permit the advancement of expenses to, each director, officer,
employee or agent of the Registrant, and his executors, administrators or heirs,
who was or is made, or is threatened to be made a defendant or respondent to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by reason of the fact
that he is or was a director, officer, employee or agent of the Registrant, for
the costs of such Proceeding to the fullest extent expressly permitted or
required by the statutes of the Commonwealth of Kentucky and all other
applicable law.
The Restated Bylaws of the Registrant further provide for
indemnification and advancement of expenses to the aforementioned persons by
action of the Board of Directors in such amounts, on such terms and conditions,
and based upon such standards of conduct as the Board of Directors may deem to
be in the best interests of the Registrant.
The circumstances under which Kentucky law requires or permits
a corporation to indemnify its directors, officers, employees and/or agents are
set forth at KRS 271B.8-500, et seq. Generally, under KRS 271B.8-500 et seq., a
corporation may indemnify an individual made a party to a proceeding because he
is or was a director against liability incurred in the proceeding if:
(1) he conducted himself in good faith; and
(2) he reasonably believed
(a) in the case of conduct in his official capacity with
the corporation that his conduct was in its best
interests; and
(b) in all other cases, that his conduct was at least not
opposed to its best interests.
(3) in the case of any criminal proceeding, he had no reasonable
cause to believe his conduct was unlawful.
A corporation may not indemnify a director:
(1) in connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the
corporation; or
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(2) in connection with any other proceeding charging improper
personal benefit to him, whether or not involving action in
his official capacity, in which he was adjudged liable on the
basis that personal benefit was improperly received by him.
Indemnification permitted in connection with a proceeding by
or in the right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
In addition, the Registrant maintains directors' and officers'
liability insurance covering certain liabilities which may be incurred by the
directors and officers of the Registrant in connection with the performance of
their duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits listed on the Exhibit Index appearing on page 8
of this Registration Statement are hereby incorporated by reference.
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:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in
the information set forth in the registration
statement; and
(iii) 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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission by the registrant pursuant to Section 13
or 15(d) of the
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Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2) That, for the purpose 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.
(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 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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 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 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 Act and will
be governed by the final adjudication of such issue.
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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 11th day of
July, 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 11th
day of July, 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)
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
/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
Registrant (incorporated herein by reference to
Exhibit 3(a) to the Registrant's Annual Report on
Form 10-K for the fiscal year ended December 31, 1999).
4(b) Restated Bylaws of the Registrant (incorporated
herein by reference to Exhibit 3 to the Registrant's
Report on Form 10-Q for the fiscal quarter ended
March 31, 2000).
4(c) Specimen Stock Certificate (incorporated herein by
reference to Exhibit 4(d) to the Registrant's
Registration Statement on Form S-8, File No.
33-85012).
4(d) Rights Agreement dated as of March 19, 1998, between
the Registrant and Fifth Third Bank as Rights Agent
(incorporated herein by reference to Exhibit 4.1 to
the Registrant's Current Report on Form 8-K filed on
March 20, 1998 and Exhibit 4.1 to the Registrant's
Registration Statement on Form 8-A/A filed June 30,
2000).
5 Opinion and Consent of Wyatt, Tarrant & Combs as
to the legality of the shares being registered. 9
23(a) Consent of Wyatt, Tarrant & Combs (contained in
Exhibit 5).
23(b) Consent of PricewaterhouseCoopers LLP. 11
24 Power of Attorney (precedes signatures).
99 Churchill Downs Incorporated 2000 Employee Stock
Purchase Plan. 12
