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As filed with the Securities and Exchange Commission on June 5, 1998
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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BULL RUN CORPORATION
(Exact name of registrant as specified in its charter)
Georgia 91-1117599
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
4370 Peachtree Road, N.E.
Atlanta, Georgia 30319
(404) 266-8333
(Address of principal executive offices) (Zip code)
Bull Run Corporation 1994 Long Term Incentive Plan
(Full title of the Plan)
Frederick J. Erickson
Vice President
Bull Run Corporation
4370 Peachtree Road, N.E.
Atlanta, Georgia 30319
(404) 266-8333
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Henry O. Smith III
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
(212) 969-3000
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CALCULATION OF REGISTRATION FEE
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered(1) offering price aggregate offering Registration
per share(2) price Fee
Common Stock, 1,000,000 $4.66 $4,660,000 $1,374.70
par value $.01 per shares
share
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(1) Represents additional shares which may be granted under the
1994 Long Term Incentive Plan (the "Plan") of Bull Run
Corporation (the "Company"). The Company has previously filed
a registration statement (Registration No. 33-91296)
registering 2,500,000 shares of Common Stock, par value $.01
per share, under the Securities Act of 1933, as amended (the
"Act"). Pursuant to Rule 416 under the Act, there are also
being registered such additional indeterminate number of
shares as may be required to cover possible adjustments under
such Plan.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457(h) under the Act.
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EXPLANATORY NOTE
The contents of the Registration Statement on Form S-8 of Bull Run
Corporation (the "Company" or the "Registrant") filed with the Securities and
Exchange Commission on April 14, 1995 (Commission File No. 33-91296), relating
to the registration of 2,500,000 shares of Common Stock authorized for issuance
under the Plan is incorporated by reference in its entirety herein in accordance
with General Instruction E to Form S-8. This Registration Statement provides for
the registration of an additional 1,000,000 shares of Common Stock authorized
for issuance under the Plan.
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 by Bull Run Corporation, a Georgia corporation (the "Company" or the
"Registrant"), are incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the year
ended December 31, 1997;
(2) the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1998; and
(3) the description of the Company's Common Stock, par value
$.01 per share, contained in the Company's Registration Statement filed
on Form 8-A pursuant to Section 12 of the Securities Exchange Act of
1934.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, 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 in this Registration Statement and to
be part thereof from the date of filing such documents. Any statement in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for the purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any 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.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 14-2-851 of the Business Corporation Code of the State of
Georgia grants each corporation organized thereunder the power to indemnify its
officers and directors against liability for certain of their acts. Article VII
of the Company's Articles of Incorporation and Article VI of the Company's
By-laws provide that the Company shall, to the full extent permitted by law,
indemnify all directors, officers, employees, or agents of the Company. Article
IX of the Company's Articles of Incorporation provides that no director of the
Company shall be liable to the Company for breach of any duty as a director,
except: (i) any appropriation, in violation of such director's duties, of any
business opportunity of the Company; (ii) for acts or omissions or involving
intentional misconduct or a knowing violation of the law; (iii) for the unlawful
distributions of the Company to its shareholders; or (iv) for any transaction
from which the director derives an improper personal benefit.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
5 Opinion of Alston & Bird
23.1 Consent of Ernst & Young LLP
23.2 Consent of Alston & Bird (included in Exhibit 5)
24 Powers of Attorney (included on page II-4)
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(i) to file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement
(ii) to include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(iii) 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;
(iv) 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
registration statement is on Form S-3, Form S-8 or Form F-3,
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and 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 Commission by
the Registrant pursuant to Section 13 or 15(d) of the
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 the 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 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
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Atlanta, State of Georgia, on May 29, 1998.
BULL RUN CORPORATION
By /s/ Robert S. Prather, Jr.
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Robert S. Prather, Jr.
President
SIGNATURES AND POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each director and officer whose
signature appears below hereby constitutes and appoints Robert S. Prather, Jr.
and Frederick J. Erickson, or either of them, as his true and lawful
attorney-in-fact and agent, with full power of substitution, to sign on his
behalf individually and in any and all capacities any and all amendments
(including post-effective amendments) to a Registration Statement on Form S-8
relating to the registration under the Securities Act of 1933 of shares of
Common Stock of Bull Run Corporation under the Bull Run Corporation 1994
Long-Term Incentive Plan for Key Employees and to file the same with all
exhibits thereto and all other documents in connection therewith with the
Securities and Exchange Commission, granting to such attorneys-in-fact and
agents, and each of them, full power and authority to do all such other acts and
things requisite or necessary to be done, and to execute all such other
documents as they, or either of them, may deem necessary or desirable in
connection with the foregoing, as fully as the undersigned might or could do in
person, hereby ratifying and confirming all that such attorneys-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
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Signatures Title Date
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/s/ Robert S. Prather, Jr. President and May 29, 1998
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Robert S. Prather, Jr. Director (Principal
Executive Officer)
/s/ Frederick J. Erickson Vice President and May 29, 1998
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Frederick J. Erickson Chief Financial
Officer (Principal
Financial Officer
and Principal
Accounting Officer)
/s/ Gerald N. Agranoff Director May 29, 1998
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Gerald N. Agranoff
/s/ James W. Busby Director May 29, 1998
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James W. Busby
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/s/ Hilton H. Howell, Jr. Director May 29, 1998
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Hilton H. Howell, Jr.
/s/ J. Mack Robinson Director May 29, 1998
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J. Mack Robinson
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EXHIBIT 5
June 5, 1998
Bull Run Corporation
4370 Peachtree Road, N.E.
Atlanta, Georgia 30319
Dear Sirs:
We are rendering this opinion in connection with the
Registration Statement on Form S-8 with exhibits thereto (the "Registration
Statement") filed by Bull Run Corporation, a Georgia corporation (the
"Company"), under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, relating to the registration of 1,000,000 shares of
Common Stock, par value $.01 per share (the "Shares"), of the Company. The
Shares are to be issued by the Company pursuant to the Company's 1994 Long-Term
Incentive Plan for Key Employees (the "Plan").
We have reviewed the corporate minutes relating to the
issuance of the Shares pursuant to the Plan and have also examined and relied
upon originals or copies, certified or otherwise authenticated to our
satisfaction, of all such corporate records, documents, agreements and
instruments relating to the Company, and certificates of public officials and of
representatives of the Company, and have made such investigations of law, and
have discussed with representatives of the Company and such other persons such
questions of fact, as we have deemed proper and necessary as a basis for
rendering this opinion.
Based upon, and subject to, the foregoing, we are of the
opinion that the Shares are duly authorized and, upon issuance of the Shares in
accordance with the terms of the Plan, will be, assuming no change in the
applicable law or pertinent facts, validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5
to the Registration Statement. In giving the foregoing consent, we do not admit
that we are in the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
ALSTON & BIRD, LLP
By: /s/ STEPHEN A. OPLER
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Stephen A. Opler
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration Statement
relating to the Bull Run Corporation 1994 Long-Term Incentive Plan for Key
Employees of our report, dated February 10, 1998 (except as to Note 5 thereto,
for which the date is March 20, 1998), with respect to the consolidated
financial statements of Bull Run Corporation (the "Company") included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ ERNST & YOUNG LLP
Atlanta, Georgia
May 28, 1998
