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As filed with the Securities and Exchange Commission on June 20, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
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 58-2458679
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) No.)
4370 Peachtree Road, N.E.
Atlanta, GA 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 - Finance
Bull Run Corporation
4370 Peachtree Road, N.E.
Atlanta, GA 30319
(404) 266-8333
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy 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
<TABLE>
<CAPTION>
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Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of
registered registered(1) offering price aggregate offering registration
per unit(2) price(2) fee
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<S> <C> <C> <C> <C>
Common Stock, par value 3,700,000 shares $2.4375 $9,018,750 $2,380.95
$.01 per share
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</TABLE>
(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 on Form S-8 (Registration No.
333-91296) registering 2,500,000 shares of the Company's
Common Stock, par value $.01 per share ("Common Stock"), under
the Securities Act of 1933 (the "Act") and a registration
statement on Form S-8 (Registration No. 333-56125) registering
an additional 1,000,000 shares of Common Stock under 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 the 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 Company's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on April 14, 1995 (Registration No.
333-91296), relating to the registration of 2,500,000 shares of Common Stock
authorized for issuance under the Plan and the Company's Registration Statement
on Form S-8 filed with the Securities and Exchange Commission on June 5, 1998
(Registration No. 333-56125) are incorporated by reference in their entirety
herein in accordance with General Instruction E to Form S-8. This Registration
Statement provides for the registration of an additional 3,700,000 shares of
Common Stock authorized for issuance under the Plan.
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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 incorporation herein by reference:
(1) the Company's Transition Report on Form 10-K for the transition
period from January 1, 1999 to June 30, 1999;
(2) the Company's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1999;
(3) the Company's Quarterly Report on Form 10-Q for the quarter ended
December 31, 1999;
(4) the Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 2000;
(5) the Company's Current Report on Form 8-K, dated June 30, 1999;
(6) the Company's Current Report on Form 8-K, dated August 13, 1999;
(7) the Company's Current Report on Form 8-K, dated December 17, 1999;
(8) the Company's Amended Current Report on Form 8-K/A, dated December
17, 1999; and
(9) 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 Section
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.
Not Applicable.
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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.
5.1 Opinion of Proskauer Rose LLP
23.1 Consent of Ernst & Young LLP - Bull Run Corporation
23.2 Consent of Ernst & Young LLP - Gray Communications Systems,
Inc.
23.3 Consent of KPMG LLP - Capital Sports Properties, Inc.
23.4 Consent of KPMG LLP - Host Communications, Inc.
23.5 Consent of Arthur Andersen LLP - Rawlings Sporting Goods
Company, Inc.
23.6 Consent of Proskauer Rose LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included on page II-3)
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;
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(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 registration statement is on Form
S-3, Form S-8 or Form F-3, 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 June 19, 2000.
BULL RUN CORPORATION
By /s/ Robert S. Prather, Jr.
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President and Chief Executive Officer
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 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 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.
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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
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<S> <C> <C>
/s/ Robert S. Prather, Jr. President, Chief Executive June 19, 2000
-------------------------------- Officer and Director (Principal
Robert S. Prather, Jr. Executive Officer)
/s/ Frederick J. Erickson Vice President-Finance and June 19, 2000
-------------------------------- Treasurer (Principal Financial
Frederick J. Erickson Officer and Principal Accounting
Officer)
</TABLE>
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/s/ Gerald N. Agranoff Director June 19, 2000
--------------------------------
Gerald N. Agranoff
/s/ James W. Busby Director June 19, 2000
--------------------------------
James W. Busby
/s/ W. James Host Director June 19, 2000
--------------------------------
W. James Host
/s/ Hilton H. Howell, Jr. Director June 19, 2000
--------------------------------
Hilton H. Howell, Jr.
/s/ J. Mack Robinson Chairman of the Board June 19, 2000
--------------------------------
J. Mack Robinson
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