<PAGE>
AS FILED WITH SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 1997.
REGISTRATION NO. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
---------------------------
CANTERBURY PARK HOLDING CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1775532
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 CANTERBURY DRIVE
SHAKOPEE, MINNESOTA 55379
(Address of Principal Executive Offices and zip code)
---------------------------
CANTERBURY PARK HOLDING CORPORATION 1994 STOCK PLAN
CANTERBURY PARK HOLDING CORPORATION COMPENSATORY EMPLOYEE AND ADVISOR STOCK PLAN
CANTERBURY PARK HOLDING CORPORATION STOCK OPTION PLAN
FOR NON-EMPLOYEE CONSULTANTS AND ADVISORS
(Full title of the Plans)
---------------------------
Copy to:
Randall D. Sampson Richard A. Primuth
President Lindquist & Vennum P.L.L.P.
1100 Canterbury Drive 4200 IDS Center
Shakopee, Minnesota 55379 Minneapolis, MN 55402
(612) 445-7223 (612) 371-3260
(Name, address and telephone number,
including area code, or agent for service)
---------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 250,000 shares(2) $3.625 $906,250 $274.62
$.01 par value,
to be issued pursuant
to Canterbury Park Holding Corporation
1994 Stock Plan
Common Stock, 73,000 shares $3.625 $264,625 $ 80.19
$.01 par value,
to be issued pursuant
to Canterbury Park Holding Corporation
Compensatory Employee and Advisor Stock Plan
Common Stock, 250,000 shares $3.625 $906,250 $274.62
$.01 par value,
to be issued pursuant
to Canterbury Park Holding Corporation
Stock Option Plan for Non-Employee
Consultants and Advisors
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h) and based upon the average of the high
and low prices of the Company's Common Stock on the Nasdaq SmallCap
Market on August 27, 1997.
(2) 250,000 shares were registered on Form S-8 (File No. 33-96580) on
September 6, 1995 and 250,000 shares are being registered herewith.
<PAGE>
INCORPORATION OF CONTENTS OF REGISTRATION STATEMENT
BY REFERENCE
A Registration Statement on Form S-8 (File No. 33-96580) was filed with
the Securities and Exchange Commission on September 6, 1995 covering the
registration of 250,000 shares initially authorized for issuance under the
Company's 1994 Stock Plan (the "Plan"). A filing fee of $215.52 was paid at the
time that Registration Statement was filed. Pursuant to General Instruction E
of Form S-8 and Rule 429, this Registration Statement is being filed to register
an additional 250,000 shares authorized under the Plan. An amendment to the
Plan to increase the reserved and authorized number of shares under the Plan by
250,000 was authorized by the Company's Board of Directors on January 7, 1997
and such amendment was approved by the Company's shareholders on June 5, 1997.
This Registration Statement should also be considered a post-effective amendment
to the prior Registration Statement. The contents of the prior Registration
Statement are incorporated herein by reference.
PART I
Pursuant to Part I of Form S-8, the information required by Items 1 and 2
of Form S-8 is not filed as a part of this Registration Statement.
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
are hereby incorporated by reference herein:
(a) The Annual Report of the Company on Form 10-KSB for the fiscal
year ended December 31, 1996.
(b) The Definitive Proxy Statement dated May 2, 1997 for the 1997
Annual Meeting of Shareholders held June 5, 1997.
(c) The Quarterly Reports of the Company on Form 10-QSB for the
quarters ended March 31, 1997 and June 30, 1997.
(d) The Report on Form 8-K of the Company filed August 28, 1997.
(e) The description of the Company's Common Stock as set forth in the
Company's Form SB-2 Registration Statement dated July 1, 1994
(Registration No. 33-81262C), including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Company 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 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 a part hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
2
<PAGE>
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article VIII of the Registrant's Restated Articles of Incorporation
provide that the Registrant shall indemnify its directors to the extent required
or permitted by Minnesota Statutes or other provisions of law.
The Registrant's Bylaws provide that the Registrant shall indemnify any
person made or threatened to be made a party to a proceeding, by reason of the
former or present official capacity of the person, against judgments, penalties,
fines, including without limitation, excise taxes assessed against the person
with respect to an employee benefit plan, settlements, and reasonable expenses,
including attorneys' fees and disbursements, provided the person seeking
indemnification meets five criteria set forth in Section 9.02(a) of the
Registrant's Bylaws. In addition, the Registrant's Bylaws provide that the
Registrant may purchase and maintain insurance on behalf of directors, officers
and employees serving the Registrant, or any other company at the request of the
Registrant, whether or not the Registrant would have the power to indemnify such
persons against such liability under the Bylaws.
The Registrant's Bylaws also authorize the Board of Directors, to the
extent permitted by applicable law, to indemnify any person or entity not
described in the Bylaws pursuant to, and to the extent described in, an
agreement authorized by a majority of the officers then in office.
Section 302A.521 of the Minnesota Business Corporation Act provides that
a corporation shall indemnify any person made or threatened to be made a party
to a proceeding by reason of acts or omissions performed in their official
capacity as an officer, director, employee or agent of the corporation against
judgments, penalties, fines, including without limitation, excise taxes assessed
against such person with respect to an employee benefit plan, settlements, and
reasonable expenses, including attorneys' fees and disbursements, incurred by
such person in connection with the proceeding if, with respect to the acts or
omissions of such person complained of in the proceeding, such person (i) has
not been indemnified by another organization or employee benefit plan for the
same expenses with respect to the same acts or omissions; (ii) acted in good
faith; (iii) received no improper personal benefit and Minnesota Statutes,
Section 302A.255 (regarding conflicts of interest), if applicable, has been
satisfied; (iv) in the case of a criminal proceeding, has no reasonable cause to
believe the conduct was unlawful; and (v) in the case of acts or omissions by
persons in their official capacity for the corporation, reasonably believed that
the conduct was in the best interests of the corporation, or in the case of acts
or omissions by persons in their capacity for other organizations, reasonably
believed that the conduct was not opposed to the best interests of the
corporation. In addition, Section 302A.521, subd. 3, of the Minnesota Statutes
requires payment or reimbursement by the corporation, upon written request, of
reasonable expenses (including attorneys' fees) incurred by a person in advance
of the final disposition of a proceeding in certain instances if a decision as
to required indemnification is made by a disinterested majority of the Board of
Directors present at a meeting at which a disinterested quorum is present, or by
a designated committee of the Board, by special legal counsel, by the
shareholders or by a court.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
3
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT
4.1 Canterbury Park Holding Corporation 1994 Stock Plan, as amended
4.2 Canterbury Park Holding Corporation Compensatory Employee and Advisor
Stock Plan, excluding schedules
4.3 Canterbury Park Holding Corporation Stock Option Plan for Non-Employee
Consultants and Advisors
5.1 Opinion of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, independent public accountants
24.1 Power of Attorney (set forth on the signature page hereof)
- ---------------------
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, represents a fundamental change in the information set forth
in the registration statement;
(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 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 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 that time shall be deemed to be the initial bona
fide offering thereof.
4
<PAGE>
(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.
(h) 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 connected 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.
5
<PAGE>
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 City of Minneapolis, State of Minnesota, on August 25, 1997.
CANTERBURY PARK HOLDING CORPORATION
By /s/ Randall D. Sampson
----------------------------------------------------------
Randall D. Sampson, Chief Executive Officer,
President and Treasurer (Principal Executive Officer,
Principal Financial Officer and Principal Accounting
Officer)
POWER OF ATTORNEY
The undersigned officers and directors of Canterbury Park Holding
Corporation hereby constitute and appoint Randall D. Sampson and Curtis A.
Sampson, or either of them, with power to act one without the other, our true
and lawful attorney-in-fact and agent, with full power of substitution and
resubstitution, for us and in our stead, in any and all capacities to sign any
and all amendments (including post-effective amendments) to this Registration
Statement and all documents relating thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent, full power and authority to do and perform each and every act and thing
necessary or advisable to be done in and about the premises, 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, or his substitutes, 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 on
August 25, 1997 and in the capacities indicated.
Signature Title
- --------- -----
/s/ Curtis A. Sampson Chairman of the Board
- ------------------------------
Curtis A. Sampson
/s/ Dale H. Schenian Vice Chairman of the Board
- ------------------------------
Dale H. Schenian
/s/ Randall D. Sampson Chief Executive Officer, President
- ------------------------------ Treasurer (Principal Executive
Randall D. Sampson Officer, Principal Financial Officer
and Principal Accounting Officer)
and Director
6
<PAGE>
/s/ Brian C. Barenscheer Director
- ------------------------------
Brian C. Barenscheer
/s/ Terence J. McWilliams Director
- ------------------------------
Terence J. McWilliams
/s/ Gibson Carothers Director
- ------------------------------
Gibson Carothers
/s/ Carin J. Offerman Director
- ------------------------------
Carin J. Offerman
7
<PAGE>
EXHIBIT INDEX
ITEM 8. EXHIBITS.
EXHIBIT
4.1 Canterbury Park Holding Corporation 1994 Stock Plan, as amended
4.2 Canterbury Park Holding Corporation Compensatory Employee and Advisor
Stock Plan, excluding schedules
4.3 Canterbury Park Holding Corporation Stock Option Plan for Non-Employee
Consultants and Advisors
5.1 Opinion of Lindquist & Vennum P.L.L.P.
23.1 Consent of Lindquist & Vennum P.L.L.P. (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP, independent public accountants
24.1 Power of Attorney (set forth on the signature page hereof)
- ---------------------
<PAGE>
EXHIBIT 4.1
CANTERBURY PARK HOLDING CORPORATION
1994 STOCK PLAN
4.1-A
<PAGE>
SECTION CONTENTS PAGE
- ------- ------------------ ----
1. General Purpose of Plan; Definitions 1
2. Administration 3
3. Stock Subject to Plan 4
4. Eligibility 5
5. Stock Options 5
6. Stock Appreciation Rights 9
7. Restricted Stock 10
8. Deferred Stock Awards 12
9. Transfer, Leave of Absence, etc. 13
10. Amendments and Termination 13
11. Unfunded Status of Plan 14
12. General Provisions 14
13. Effective Date of Plan 16
4.1-B
<PAGE>
CANTERBURY PARK HOLDING CORPORATION
1994 STOCK PLAN
SECTION 1. GENERAL PURPOSE OF PLAN; DEFINITIONS.
The name of this plan is the Canterbury Park Holding Corporation 1994 Stock
Plan (the "Plan"). The purpose of the Plan is to enable Canterbury Park Holding
Corporation (the "Company') and its Subsidiaries, if any, to retain and attract
executives, other key employees, non-employee directors and others who
contribute to the Company's success by their ability, ingenuity and industry,
and to enable such persons to participate in the long-term success and growth of
the Company by giving them a proprietary interest in the Company.
For purposes of the Plan, the following terms shall be defined as set forth
below:
a. "BOARD" means the Board of Directors of the Company.
b. "CAUSE" means a felony conviction of a participant or the failure of a
participant to contest prosecution for a felony, or a participant's
willful misconduct or dishonesty, any of which is directly and
materially harmful to the business or reputation of the Company.
c. "CODE" means the Internal Revenue Code of 1986, as amended.
d. "COMMITTEE" means the Committee referred to in Section 2 of the Plan.
If at any time no Committee shall be in office, then the functions of
the Committee specified in the Plan shall be exercised by the Board,
unless the Plan specifically states otherwise.
e. "COMPANY" means the Canterbury Park Holding Corporation, a corporation
organized under the laws of the State of Minnesota (or any successor
corporation).
f. "DEFERRED STOCK" means an award made pursuant to Section 8 below of
the right to receive Stock at the end of a specified deferral period.
g. "DISABILITY" means permanent and total disability as determined by the
Committee.
h. "DISINTERESTED PERSON" shall have the meaning set forth in Rule 16b-
3(d)(3) as promulgated by the Securities and Exchange Commission under
the Securities Exchange Act of 1934, or any successor definition
adopted by the Commission.
i. "EARLY RETIREMENT" means retirement, with consent of the Committee at
the time of retirement, from active employment with the Company or any
Subsidiary or Parent Corporation of the Company.
4.1-C
<PAGE>
j. "FAIR MARKET VALUE" means the value of the Stock on a given date as
determined by the Committee in accordance with the applicable Treasury
Department regulations under Section 422 of the Code with respect to
"incentive stock options."
k. "INCENTIVE STOCK OPTION" means any Stock Option intended to be and
designated as an "Incentive Stock Option" within the meaning of
Section 422 of the Code.
l. "NON-EMPLOYEE DIRECTOR" means any member of the Board who is not an
employee of the Company, any Parent Corporation or Subsidiary.
m. "NON-QUALIFIED STOCK OPTION" means any Stock Option that is not an
Incentive Stock Option, and is intended to be and is designated as a
"Non-Qualified Stock Option."
n. "NORMAL RETIREMENT" means retirement from active employment with the
Company and any Subsidiary or Parent Corporation of the Company on or
after age 60.
o. "PARENT CORPORATION" means any corporation (other than the Company) in
an unbroken chain of corporations ending with the Company if each of
the corporations (other than the Company) owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one
of the other corporations in the chain.
p. "RESTRICTED STOCK" means an award of shares of Stock that are subject
to restrictions under Section 7 below.
q. "RETIREMENT" means Normal Retirement or Early Retirement.
r. "STOCK" means the Common Stock, $.01 par value per share, of the
Company.
s. "STOCK APPRECIATION RIGHT" means the right pursuant to an award
granted under Section 6 below to surrender to the Company all or a
portion of a Stock Option in exchange for an amount equal to the
difference between (i) the Fair Market Value, as of the date such
Stock Option or such portion thereof is surrendered, of the shares of
Stock covered by such Stock Option or such portion thereof, and (ii)
the aggregate exercise price of such Stock Option or such portion
thereof.
t. "STOCK OPTION" means any option to purchase shares of Stock granted
pursuant to Section 5 below.
u. "SUBSIDIARY" means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company if each of
the corporations (other than the last corporation in the unbroken
chain) owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the
chain.
SECTION 2. ADMINISTRATION.
4.1-D
<PAGE>
The Plan shall be administered by the Board of Directors or by a Committee
of not less than three Disinterested Persons, who shall be appointed by the
Board of Directors of the Company and who shall serve at the pleasure of the
Board. If such a Committee is not appointed, each and every reference to
"Committee" herein shall mean the Board of Directors of the Company.
The Committee shall have the power and authority to grant to eligible
employees, pursuant to the terms of the Plan: (i) Stock Options, (ii) Stock
Appreciation Rights, (iii) Restricted Stock, or (iv) Deferred Stock awards.
In particular, the Committee shall have the authority:
(i) to select the officers and other key employees of the Company and its
Subsidiaries to whom Stock Options, Stock Appreciation Rights,
Restricted Stock and/or Deferred Stock awards may from time to time
be granted hereunder;
(ii) to determine whether and to what extent Incentive Stock Options, Non-
Qualified Stock Options, Stock Appreciation Rights, Restricted Stock
or Deferred Stock awards, or a combination of the foregoing, are to
be granted hereunder;
(iii) to determine the number of shares to be covered by each such award
granted hereunder;
(iv) to determine the terms and conditions, not inconsistent with the
terms of the Plan, of any award granted hereunder (including, but not
limited to, any restriction on any Stock Option or other award and/or
the shares of Stock relating thereto), which authority shall be
exclusively vested in the Committee (and not the Board) for purposes
of establishing performance criteria used with Restricted Stock and
Deferred Stock awards; and
(v) to determine whether, to what extent and trader what circumstances
Stock and other amounts payable with respect to an award under this
Plan shall be deferred either automatically or at the election of the
participant.
The Committee shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable; to interpret the terms and provisions of the
Plan and any award issued under the Plan (and any agreements relating thereto);
and to otherwise supervise the administration of the Plan. The Committee may
delegate its authority to officers of the Company for the purpose of selecting
employees who are not officers of the Company for purposes of (i) above.
All decisions made by the Committee pursuant to the provisions of the Plan
shall be final and binding on all persons, including the Company and Plan
participants.
4.1-E
<PAGE>
SECTION 3. STOCK SUBJECT TO PLAN.
The total number of shares of Stock reserved and available for distribution
under the Plan shall be 250,000. Such shares may consist, in whole or in part,
of authorized and unissued shares.
Subject to paragraph (b)(iv) of Section 6 below, if any shares that have
been optioned ceased to be subject to Options, or if any shares subject to any
Restricted Stock or Deferred Stock award granted hereunder are forfeited or such
award otherwise terminates without a payment being made to the participant, such
shares shall again be available for distribution in connection with future
awards under the Plan.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, other change in corporate structure affecting
the Stock, or spin-off or other distribution of assets to shareholders, such
substitution or adjustment shall be made in the aggregate number of shares
reserved for issuance under the Plan, in the number and option price of shares
subject to outstanding options granted under the Plan, and in the number of
shares subject to Restricted Stock or Deferred Stock awards granted under the
Plan as may be determined to be appropriate by the Committee, in its sole
discretion, provided that the number of shares subject to any award shall always
be a whole number. Such adjusted option price shall also be used to determine
the amount payable by the Company upon the exercise of any Stock Appreciation
Right associated with any Option.
SECTION 4. ELIGIBILITY.
Officers, other key employees of the Company and Subsidiaries and Non-
Employee Directors, and consultants and other persons having a contractual
relationship with the Company or its Subsidiaries who are responsible for or
contribute to the management, growth and/or profitability of the business of the
Company and its Subsidiaries are eligible to be granted Stock Options, Stock
Appreciation Rights, Restricted Stock or Deferred Stock awards under the Plan.
Except for Non-Employee Directors, whose participation in the Plan shall be
limited as provided in paragraph (k) of Section 5, the optionees and
participants under the Plan shall be selected from time to time by the
Committee, in its sole discretion, from among those eligible, and the Committee
shall determine, in its sole discretion, the number of shares revered by each
award.
SECTION 5. STOCK OPTIONS.
Any Stock Option granted under the Plan shall be in such form as the
Committee may from time to time approve.
The Stock Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options. No Incentive
Stock Options shall be granted under the Plan after June 1, 2004.
The Committee shall have the authority to grant any optionee Incentive
Stock Options, Non-Qualified Stock Options, or both types of options (in each
case with or without Stock Appreciation
4.1-F
<PAGE>
Rights). To the extent that any option does not qualify as an Incentive Stock
Option, it shall constitute a separate Non-Qualified Stock Option.
Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify either the Plan or any Incentive Stock Option under Section 422
of the Code. The preceding sentence shall not preclude any modification or
amendment to an outstanding Incentive Stock Option, whether or not such
modification or amendment results in disqualification of such Option as an
Incentive Stock Option, provided the optionee consents in writing to the
modification or amendment.
Options granted under the Plan shall be subject to the following terms and
conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem desirable.
(a) OPTION PRICE. The option price per share of Stock purchasable under a
Stock Option shall be determined by the Committee at the time of grant. In no
event shall the option price per share of Stock purchasable under an Incentive
Stock Option or a Non-Qualified Stock Option be less than 100% of the Fair
Market Value of the Stock on the date of the grant of the option. If an
employee owns or is deemed to own (by reason of the attribution rules applicable
under Section 425(d) of the Code) more than 10% of the combined voting power of
all classes of stock of the Company or any Parent Corporation or Subsidiary and
an Incentive Stock Option is granted to such employee, the option price shall be
no less than 110% of the Fair Market Value of the Stock on the date the option
is granted.
(b) OPTION TERM. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten
years after the date the option is granted. If an employee owns or is deemed to
own (by reason of the attribution rules of Section 425(d) of the Code) more than
10% of the combined voting power of all classes of stock of the Company or any
Parent Corporation or Subsidiary and an Incentive Stock Option is granted to
such employee, the term of such option shall be no more than five years from the
date of grant.
(c) EXERCISABILITY. Stock Options shall be exercisable at such time or
times as determined by the Committee at or after grant. If the Committee
provides, in its discretion, that any option is exercisable only in
installments, the Committee may waive such installment exercise provisions at
any time. Notwithstanding the foregoing, unless the Stock Option Agreement
provides otherwise, any Stock Option granted under this Plan shall be
exercisable in full, without regard to any installment exercise provisions, for
a period specified by the Company, but not to exceed sixty (60) days, prior to
the occurrence of any of the following events: (i) dissolution or liquidation
of the Company other than in conjunction with a bankruptcy of the Company or any
similar occurrence, (ii) any merger, consolidation, acquisition, separation,
reorganization, or similar occurrence, where the Company will not be the
surviving entity or (iii) the transfer of substantially all of the assets of the
Company or 75% or more of the outstanding Stock of the Company.
4.1-G
<PAGE>
(d) METHOD OF EXERCISE. Stock Options may be exercised in whole or in
part at any time during the option period by giving written notice of exercise
to the Company specifying the number of shares to be purchased. Such notice
shall be accompanied by payment in full of the purchase price, either by
certified or bank check, or by any other form of legal consideration deemed
sufficient by the Committee and consistent with the Plan's purpose and
applicable law, including promissory notes or a properly executed exercise
notice together with irrevocable instructions to a broker acceptable to the
Company to promptly deliver to the Company the amount of sale or loan proceeds
to pay the exercise price. As determined by the Committee, in its sole
discretion, payment in full or in part may also be made in the form of
unrestricted Stock already owned by the optionee or, in the case of the exercise
of a Non-Qualified Stock Option, Restricted Stock or Deferred Stock subject to
an award hereunder (based, in each case, on the Fair Market Value of the Stock
on the date the option is exercised, as determined by the Committee), provided,
however, that, in the case of an Incentive Stock Option, the right to make a
payment in the form of already owned shares may be authorized only at the time
the option is granted, and provided further that in the event payment is made in
the form of shares of Restricted Stock or a Deferred Stock award, the optionee
will receive a portion of the option shares in the form of, and in an amount
equal to, the Restricted Stock or Deferred Stock award tendered as payment by
the optionee. If the terms of an option so permit, an optionee may elect to pay
all or part of the option exercise price by having the Company withhold from the
shares of Stock that would otherwise be issued upon exercise that number of
shares of Stock having a Fair Market Value equal to the aggregate option
exercise price for the shares with respect to which such election is made. No
shares of Stock shall be issued until full payment therefor has been made. An
optionee shall generally have the rights to dividends and other rights of a
shareholder with respect to shares subject to the option when the optionee has
given written notice of exercise, has paid in full for such shares, and, if
requested, has given the representation described in paragraph (a) of Section
12.
(e) NON-TRANSFERABILITY OF OPTIONS. No Stock Option shall be transferable
by the optionee otherwise than by will or by the laws of descent and
distribution, and all Stock Options shall be exercisable, during the optionee's
lifetime, only by the optionee.
(f) TERMINATION BY DEATH. If an optionee's employment by the Company and
any Subsidiary or Parent Corporation terminates by reason of death, the Stock
Option may thereafter be immediately exercised, to the extent then exercisable
(or on such accelerated basis as the Committee shall determine at or after
grant), by the legal representative of the estate or by the legatee of the
optionee under the will of the optionee, for a period of three years (or such
shorter period as the Committee shall specify at grant) from the date of such
death or until the expiration of the stated term of the option, whichever period
is shorter.
(g) TERMINATION BY REASON OF DISABILITY. If an optionee's employment by
the Company and any Subsidiary or Parent Corporation terminates by reason of
Disability, any Stock Option held by such optionee may thereafter be exercised,
to the extent it was exercisable at the time of termination due to Disability
(or on such accelerated basis as the Committee shall determine at or after
grant), but may not be exercised after three years (or such shorter period as
the Committee shall specify at grant) from the date of such termination of
employment or the expiration of the stated term of the option, whichever period
is the shorter. In the event of termination of employment by reason of
Disability, if an Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for
4.1-H
<PAGE>
purposes of Section 422 of the Code, the option will thereafter be treated as a
Non-Qualified Stock Option.
(h) TERMINATION BY REASON OF RETIREMENT. If an optionee's employment by
the Company and any Subsidiary or Parent Corporation terminates by reason of
Retirement, any Stock Option held by such optionee may thereafter be exercised
to the extent it was exercisable at the time of such Retirement, but may not be
exercised after three years (or such shorter period as Committee shall specify
at grant) from the date of such termination of employment or the expiration of
the stated term of the option, whichever period is the shorter. In the event of
termination of employment by reason of Retirement, if an Incentive Stock Option
is exercised after the expiration of the exercise periods that apply for
purposes of Section 422 of the Code, the option will thereafter be treated as a
Non-Qualified Stock Option.
(i) OTHER TERMINATION. Unless otherwise determined by the Committee, if
an optionee's employment by the Company and any Subsidiary or Parent Corporation
terminates for any reason other than death, Disability or Retirement, the Stock
Option shall thereupon terminate, except that the option may be exercised to the
extent it was exercisable at such termination for the lesser of three months or
the balance of the option's term if the optionee is involuntarily terminated
without Cause by the Company and any Subsidiary or Parent Corporation.
(j) ANNUAL LIMIT ON INCENTIVE STOCK OPTIONS. The aggregate Fair Market
Value (determined as of the time the Option is granted) of the Common Stock with
respect to which an Incentive Stock Option under this Plan or any other plan of
the Company and any Subsidiary or Parent Corporation is exercisable for the
first time by an optionee during any calendar year shall not exceed $100,000.
(k) NON-EMPLOYEE DIRECTORS. Each Non-Employee Director shall be
automatically granted an option to purchase 2,500 shares upon first being
elected to the Board. In addition, each Non-Employee Director who (a) is
serving an unexpired term as a director of the Company as of the date of the
annual meeting the shareholders of the Company during any fiscal year of the
Company or is reelected at such meeting, and (b) at the time of such meeting,
has served as a director for at least six (6) months of the twelve (12) month
period preceding the date of such meeting, shall as of the date of such meeting
automatically be granted an Option to purchase 1000 shares of Stock at an option
price per share equal to 100% of the Fair Market Value of a share of Stock on
such date. All such Options shall be designated as Non-Qualified Options and
shall be subject to the same terms and provisions as are then in effect with
respect to the granting of Non-Qualified Options to officers and key employees
of the Company, except that (i) the term of each such Option shall be equal to
ten (10) years, which term shall not expire upon the termination of service as a
director, (ii) the Option shall become exercisable as to all or any part of the
shares subject to the Option beginning six (6) months after the date the Option
is granted, and (iii) no Stock Appreciation Rights may be granted to any Non-
Employee Director under this paragraph (k) or in any other manner under this
Plan. Subject to the foregoing, all provisions of this Plan not inconsistent
with the foregoing shall apply to Options granted to Non-Employee Directors.
4.1-I
<PAGE>
SECTION 6. STOCK APPRECIATION RIGHTS.
(a) GRANT AND EXERCISE. Except as set forth in paragraph (k) of Section
5, Stock Appreciation Rights may he granted in conjunction with all or part of
any Stock Option granted under the Plan. In the case of a Non-Qualified Stock
Option, such rights may be granted either at or after the time of the grant of
such Option. In the case of an Incentive Stock Option, such rights may be
granted only at the time of the grant of the option.
A Stock Appreciation Right or applicable portion thereof granted with
respect to a given Stock Option shall terminate and no longer be exercisable
upon the termination or exercise of the related Stock Option, except that a
Stock Appreciation Right granted with respect to less than the full number of
shares covered by a related Stock Option shall not be reduced until the exercise
or termination of the related Stock Option exceeds the number of shares not
covered by the Stock Appreciation Right.
A Stock Appreciation Right may be exercised by an optionee, in accordance
with paragraph (b) of this Section 6, by surrendering the applicable portion of
the related Stock Option. Upon such exercise and surrender, the optionee shall
be entitled to receive an amount determined in the manner prescribed in
paragraph (b) of this Section 6. Stock Options which have been so surrendered,
in whole or in part, shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised.
(b) TERMS AND CONDITIONS. Stock Appreciation Rights shall be subject to
such terms and conditions, not inconsistent with the provisions of the Plan, as
shall be determined from time to time by the Committee, including the following:
(i) Stock Appreciation Rights shall be exercisable only at such time
or times and to the extent that the Stock Options to which they relate
shall be exercisable in accordance with the provisions of Section 5 and
this Section 6 of the Plan.
(ii) Upon the exercise of a Stock Appreciation Right, an optionee
shall be entitled to receive up to, but not more than, an amount in cash or
shares of Stock equal in value to the excess of the Fair Market Value of
one share of Stock over the option price per share specified in the related
option multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised, with the Committee having the
right to determine the form of payment.
(iii) Stock Appreciation Rights shall be transferable only when and to
the extent that the underlying Stock Option would be transferable under
Section 5 of the Plan.
(iv) Upon the exercise of a Stock Appreciation Right, the Stock
Option or part thereof to which such Stock Appreciation Right is related
shall be deemed to have been exercised for the purpose of the limitation
set forth in Section 3 of the Plan on the number of shares of Stock to be
issued under the Plan, but only to the extent of the number of shares
issued or issuable under the Stock Appreciation Right at the time of
exercise based on the value of the Stock Appreciation Right at such time.
4.1-J
<PAGE>
(v) A Stock Appreciation Right granted in connection with an
Incentive Stock Option may be exercised only if and when the market price
of the Stock subject to the Incentive Stock Option exceeds the exercise
price of such Option.
SECTION 7. RESTRICTED STOCK.
(a) ADMINISTRATION. Shares of Restricted Stock may be issued either alone
or in addition to other awards granted under the Plan. The Committee shall
determine the officers and key employees of the Company and Subsidiaries to
whom, and the time or times at which, grants of Restricted Stock will be made,
the number of shares to be awarded, the time or times within which such awards
may be subject to forfeiture, and all other conditions of the awards. The
Committee may also condition the grant of Restricted Stock upon the attainment
of specified performance goals. The provisions of Restricted Stock awards need
not be the same with respect to each recipient.
(b) AWARDS AND CERTIFICATES. The prospective recipient of an award of
shares of Restricted Stock shall not have any rights with respect to such award,
unless and until such recipient has executed an agreement evidencing the award
and has delivered a fully executed copy thereof to the Company, and has
otherwise complied with the then applicable terms and conditions.
(i) Each participant shall be issued a stock certificate in respect
of shares of Restricted Stock awarded under the Plan. Such certificate
shall be registered in the name of the participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such award, substantially in the following form:
"The transferability of this certificate and the shares of
stock represented hereby are subject to the terms and
conditions (including forfeiture) of the Canterbury Park
Holding Corporation 1994 Stock Plan and an Agreement entered
into between the registered owner and Canterbury Park
Holding Corporation. Copies of such Plan and Agreement are
on file in the offices of Canterbury Park Holding
Corporation, 1100 Canterbury Drive, Shakopee, Minnesota
55379."
(ii) The Committee shall require that the stock certificates
evidencing such shares be held in custody by the Company until the
restrictions thereon shall have lapsed, and that, as a condition of any
Restricted Stock award, the participant shall have delivered a stock power,
endorsed in blank, relating to the Stock covered by such award.
(c) RESTRICTIONS AND CONDITIONS. The shares of Restricted Stock awarded
pursuant to the Plan shall be subject to the following restrictions and
conditions:
(i) Subject to the provisions of this Plan and the award agreement,
during a period set by the Committee commencing with the date of such award
(the "Restriction Period"), the participant shall not be permitted to sell,
transfer, pledge or assign shares of Restricted Stock awarded under the
Plan. In no event shall the Restriction Period be less than one (1) year.
4.1-K
<PAGE>
Within these limits, the Committee may provide for the lapse of such
restrictions in installments where deemed appropriate.
(ii) Except as provided in paragraph (c)(i) of this Section 7, the
participant shall have, with respect to the shares of Restricted Stock, all
of the rights of a shareholder of the Company, including the right to vote
the shares and the right to receive any cash dividends. The Committee, in
its sole discretion, may permit or require the payment of cash dividends to
be deferred and, if the Committee so determines, reinvested in additional
shares of Restricted Stock (to the extent shares are available under
Section 3 and subject to paragraph (f) of Section 12). Certificates for
shares of unrestricted Stock shall be delivered to the grantee promptly
after, and only after, the period of forfeiture shall have expired without
forfeiture in respect of such shares of Restricted Stock.
(iii) Subject to the provisions of the award agreement and paragraph
(c)(iv) of this Section 7, upon termination of employment for any reason
during the Restriction Period, all shares still subject to restriction
shall be forfeited by the participant.
(iv) In the event of special hardship circumstances of a participant
whose employment is terminated (other than for Cause), including death,
Disability or Retirement, or in the event of an unforeseeable emergency of
a participant still in service, the Committee may, in its sole discretion,
when it finds that a waiver would be in the best interest of the Company,
waive in whole or in part any or all remaining restrictions with respect to
such participant's shares of Restricted Stock.
(v) Notwithstanding the foregoing, all restrictions with respect to
any participant's shares of Restricted Stock shall lapse, on the date
determined by the Committee, prior to, but in no event more than sixty (60)
days prior to, the occurrence of any of the following events: (i)
dissolution or liquidation of the Company, other than in conjunction with a
bankruptcy of the Company or any similar occurrence, (ii) any merger,
consolidation, acquisition, separation, reorganization, or similar
occurrence, where the Company will not be the surviving entity or (iii) the
transfer of substantially all of the assets of the Company or 75% or more
of the outstanding Stock of the Company.
SECTION 8. DEFERRED STOCK AWARDS.
(a) ADMINISTRATION. Deferred Stock may be awarded either alone or in
addition to other awards granted under the Plan. The Committee shall determine
the officers and key employees of the Company and Subsidiaries to whom and the
time or times at which Deferred Stock shall be awarded, the number of Shares of
Deferred Stock to be awarded to any participant or group of participants, the
duration of the period (the "Deferral Period") during which, and the conditions
under which, receipt of the Stock will be deferred, and the terms and conditions
of the award in addition to those contained in paragraph (b) of this Section 8.
The Committee may also condition the grant of Deferred Stock upon the attainment
of specified performance goals. The provisions of Deferred Stock awards need
not be the same with respect to each recipient.
4.1-L
<PAGE>
(b) TERMS AND CONDITIONS.
(i) Subject to the provisions of this Plan and the award agreement,
Deferred Stock awards may not be sold, assigned, transferred, pledged or
otherwise encumbered during the Deferral Period. In no event shall the
Deferral Period be less than one (1) year. At the expiration of the
Deferral Period (or Elective Deferral Period, where applicable), share
certificates shall be delivered to the participant, or his legal
representative, in a number equal to the shares covered by the Deferred
Stock award.
(ii) Amounts equal to any dividends declared during the Deferral
Period with respect to the number of shares covered by a Deferred Stock
award will be paid to the participant currently or deferred and deemed to
be reinvested in additional Deferred Stock or otherwise reinvested, all as
determined at the time of the award by the Committee, in its sole
discretion.
(iii) Subject to the provisions of the award agreement and paragraph
(b)(iv) of this Section 8, upon termination of employment for any reason
during the Deferral Period for a given award, the Deferred Stock in
question shall be forfeited by the participant.
(iv) In the event of special hardship circumstances of a participant
whose employment is terminated (other than for Cause) including death,
Disability or Retirement, or in the event of an unforeseeable emergency of
a participant still in service, the Committee may, in its sole discretion,
when it finds that a waiver would be in the best interest of the Company,
waive in whole or in part any or all of the remaining deferral limitations
imposed hereunder with respect to any or all of the participant's Deferred
Stock.
(v) A participant may elect to further defer receipt of the award
for a specified period or until a specified event (the "Elective Deferral
Period"), subject in each case to the Committee's approval and to such
terms as are determined by the Committee, all in its sole discretion.
Subject to any exceptions adopted by the Committee, such election must
generally be made prior to completion of one half of the Deferral Period
for a Deferred Stock award (or for an installment of such an award).
(vi) Each award shall be confirmed by, and subject to the terms of, a
Deferred Stock agreement executed by the Company and the participant.
SECTION 9. TRANSFER, LEAVE OF ABSENCE, ETC.
For purposes of the Plan, the following events shall not be deemed a
termination of employment:
(a) a transfer of an employee from the Company to a Parent Corporation or
Subsidiary, or from a Parent Corporation or Subsidiary to the Company, or from
one Subsidiary to another;
4.1-M
<PAGE>
(b) a leave of absence, approved in writing by the Committee, for military
service or sickness, or for any other purpose approved by the Company if the
period of such leave does not exceed ninety (90) days (or such longer period as
the Committee may approve, in its sole discretion); and
(c) a leave of absence in excess of ninety (90) days, approved in writing
by the Committee, but only if the employee's right to reemployment is guaranteed
either by a statute or by contract, and provided that, in the case of any leave
of absence, the employee returns to work within 30 days after the end of such
leave.
SECTION 10. AMENDMENTS AND TERMINATION.
The Board may amend, alter, or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made (i) which would impair the rights
of an optionee or participant under a Stock Option, Stock Appreciation Right,
Restricted Stock, Deferred Stock or other Stock-based award theretofore granted,
without the optionee's or participant's consent, or (ii) which without the
approval of the stockholders of the Company would cause the Plan to no longer
comply with Rule 16b-3 under the Securities Exchange Act of 1934, Section 422 of
the Code or any other regulatory requirements.
The Committee may amend the terms of any award or option theretofore
granted, prospectively or retroactively, but, subject to Section 3 above, no
such amendment shall impair the rights of any holder without his consent. The
Committee may also substitute new Stock Options for previously granted options,
including previously granted options having higher option prices.
SECTION 11. UNFUNDED STATUS OF PLAN.
The Plan is intended to constitute an "unfunded" plan for incentive and
deferred compensation. With respect to any payments not yet made to a
participant or optionee by the Company, nothing contained herein shall give any
such participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize
the creation of trusts or other arrangements to meet the obligations created
under the Plan to deliver Stock or payments in lieu of or with respect to awards
hereunder, provided, however, that the existence of such trusts or other
arrangements is consistent with the unfunded status of the Plan.
SECTION 12. GENERAL PROVISIONS.
(a) The Committee may require each person purchasing shares pursuant to a
Stock Option under the Plan to represent to and agree with the Company in
writing that the optionee is acquiring the shares without a view to distribution
thereof. The certificates for such shares may include any legend which the
Committee deems appropriate to reflect any restrictions on transfer.
All certificates for shares of Stock delivered under the Plan pursuant to
any Restricted Stock, Deferred Stock or other Stock-based awards shall be
subject to such stock-transfer orders and other restrictions as the Committee
may deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed,
4.1-N
<PAGE>
and any applicable Federal or state securities laws, and the Committee may cause
a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.
(b) Subject to paragraph (d) below, recipients of Restricted Stock,
Deferred Stock and other Stock-based awards under the Plan (other than Stock
Options) are not required to make any payment or provide consideration other
than the rendering of services.
(c) Nothing contained in this Plan shall prevent the Board of Directors
from adopting other or additional compensation arrangements, subject to
stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases. The adoption
of the Plan shall not confer upon any employee of the Company or any Subsidiary
any right to continued employment with the Company or a Subsidiary, as the case
may be, nor shall it interfere in any way with the right of the Company or a
Subsidiary to terminate the employment of any of its employees at any time.
(d) Each participant shall, no later than the date as of which any part of
the value of an award first becomes includible as compensation in the gross
income of the participant for Federal income tax purposes, pay to the Company,
or make arrangements satisfactory to the Committee regarding payment of, any
Federal, state, or local taxes of any kind required by law to be withheld with
respect to the award. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements and the Company and Subsidiaries
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the participant. With respect to
any award under the Plan, if the terms of such award so permit, a participant
may elect by written notice to the Company to satisfy part or all of the
withholding tax requirements associated with the award by (i) authorizing the
Company to retain from the number of shares of Stock that would otherwise be
deliverable to the participant, or (ii) delivering to the Company from shares of
Stock already owned by the participant, that number of shares having an
aggregate Fair Market Value equal to part or all of the tax payable by the
participant under this Section 12(d). Any such election shall be in accordance
with, and subject to, applicable tax and securities laws, regulations and
rulings.
(e) At the time of grant, the Committee may provide in connection with any
grant made under this Plan that the shares of Stock received as a result of such
grant shall be subject to a repurchase right in favor of the Company, pursuant
to which the participant shall be required to offer to the Company upon
termination of employment for any reason any shares that the participant
acquired under the Plan, with the price being the then Fair Market Value of the
Stock or, in the case of a termination for Cause, an amount equal to the cash
consideration paid for the Stock, subject to such other terms and conditions as
the Committee may specify at the time of grant. The Committee may, at the time
of the grant of an award under the Plan, provide the Company with the right to
repurchase, or require the forfeiture of, shares of Stock acquired pursuant to
the Plan by any participant who, at any time within two years after termination
of employment with the Company, directly or indirectly competes with, or is
employed by a competitor of, the Company.
(f) The reinvestment of dividends in additional Restricted Stock (or in
Deferred Stock or other types of Plan awards) at the time of any dividend
payment shall only be permissible if the
4.1-O
<PAGE>
Committee (or the Company's chief financial officer) certifies in writing that
under Section 3 sufficient shares are available for such reinvestment (taking
into account then outstanding Stock Options and other Plan awards).
SECTION 13. EFFECTIVE DATE OF PLAN.
The Plan shall be effective on the date it is approved by a vote of the
holders of a majority of the Stock present and entitled to vote at a meeting of
the Company's shareholders.
4.1-P
<PAGE>
Exhibit 4.2
CANTERBURY PARK HOLDING CORPORATION
COMPENSATORY EMPLOYEE AND ADVISOR STOCK PLAN
4.2-A
<PAGE>
CANTERBURY PARK HOLDING CORPORATION
COMPENSATORY EMPLOYEE AND ADVISOR STOCK PLAN
1. PURPOSE. The purpose of the Compensatory Employee and Advisor Stock
Plan (the "Plan") is to compensate and reward various Corporation employees and
non-employee consultants and advisors who are expected to provide consulting
services and advice in the future for their exceptional service to the
Corporation in connection with the re-opening of Canterbury Park (formerly,
Canterbury Downs) as a pari-mutuel horse racing facility on May 6, 1994 and to
increase their proprietary interest and commitment to the Corporation's long
term success and progress.
2. SHARES SUBJECT TO THE PLAN. The total number of shares of Common
Stock which may be granted under this Plan is 75,000 shares. Such shares shall
be authorized and unissued shares.
3. PLAN ADMINISTRATION. The Board of Directors of the Corporation shall
administer and have the power to construe this Plan and to determine all
questions arising hereunder.
4. SELECTION FOR PARTICIPATION IN THE PLAN. Any employee of the
Corporation at May 1, 1994 or any non-employee consultant or advisor to the
Corporation on May 1, 1994 is eligible to be granted options hereunder.
5. OPTION TERMS. Each option shall be a non-qualified stock option and
shall be evidenced by a non-qualified stock option agreement substantially in
the form of Schedule 1 hereto.
6. EXPENSES OF THE PLAN. All costs and expenses of the adoption and
administration of this Plan shall be borne by the Corporation and none of such
expenses shall be charged to any optionee.
7. TERMINATION AND AMENDMENT OF THE PLAN. The Board may amend or suspend
this Plan at any time in its sole and absolute discretion. This Plan shall
terminate on June 30, 1994 to the extent that options have not been granted
under this Plan prior to said date; PROVIDED, however, that options granted
prior to June 30, 1994 shall continue to be exercisable until August 31, 1999.
8. EFFECTIVENESS. This Plan shall be effective June 17, 1994. No option
shall be effective as to any individual optionee until a stock option agreement
in the form attached hereto as Schedule 1 is delivered to said employee.
4.2-B
<PAGE>
Exh. 4.3
CANTERBURY PARK HOLDING CORPORATION
STOCK OPTION PLAN FOR NON-EMPLOYEE
CONSULTANTS AND ADVISORS
ARTICLE I
PURPOSE
The purposes of the Stock Option Plan for Non-Employee Consultants and
Advisors (the "Plan") are to attract and retain the services of experienced and
knowledgeable Non-Employee Consultants and Advisors to Canterbury Park Holding
Corporation (the "Corporation") and to provide additional incentive for such
Consultant's and Advisors to increase their proprietary interest in the
Corporation's long-term success and progress.
ARTICLE II
SHARES SUBJECT TO THE PLAN
The total number of shares of Common Stock, par value $.01 (the "Shares"),
of the Corporation for which options may be granted under the Plan is 250,000,
subject to adjustment in accordance with Article VI hereof. Such Shares shall
be authorized and unissued shares and shall include shares representing the
unexercised portion of any option granted under the Plan which expires or
terminates without being exercised in full.
ARTICLE III
ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors of the Corporation
(the "Board"), or, in the event the Board shall appoint and/or authorize a
Compensation Committee to administer this Plan, by such committee. Subject to
the terms of the Plan, the Board shall have the power to construe the provisions
of the Plan, to determine all questions arising thereunder and to adopt and
amend such rules and regulations for the administration of the Plan as it may
deem desirable.
ARTICLE IV
SELECTION FOR PARTICIPATION IN THE PLAN
Any Non-Employee Consultant or Advisor to the Corporation or any subsidiary
of the Corporation shall be eligible to participate in the Plan if such
consultant or advisor is designated for the grant of options hereunder.
4.3-A
<PAGE>
ARTICLE V
OPTION TERMS
Each option granted to a Non-Employee Consultant or Advisor under the Plan
and the issuance of Shares thereunder shall be subject to the following terms.
1. OPTION AGREEMENT. Each option granted under the Plan shall be
evidenced by an option agreement (the "Agreement") duly executed on behalf of
the Corporation and by the Non-Employee Consultant or Advisor to whom such
options is granted. Each Agreement shall comply with and be subject to the
terms and conditions of the Plan and shall conclusively evidence by the
optionee's signature thereon the amount and type of services or other
consideration to be provided by the Consultant and Advisor to the Corporation in
exchange for the option being granted. Any Agreement may contain such other
terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Board. No option shall be granted within the meaning of the
Plan and no purported grant of any option shall be effective until such an
option agreement shall have been duly executed on behalf of the Corporation and
the Director to whom the option is to be granted.
2. OPTION EXERCISE PRICE. The option exercise price for an option
granted under the Plan shall be the fair market value of the Shares covered by
the option at the time the option is granted, unless the full Board of Directors
by a majority vote determines a different option exercise price. For purposes
of the Plan, "fair market value" may mean the closing price or the mean between
the high and low sale prices quoted on the day of grant on the National
Association of Securities Dealers Automatic Quotation System, whichever is less.
3. TIME AND MANNER OF EXERCISE OF OPTION. Options are exercisable
immediately after their grant and may be exercised in full at one time or in
part from time to time. Any option may be exercised by giving written notice,
signed by the person exercising the option, to the Corporation stating the
number of Shares with respect to which the option is being exercised,
accompanied by payment in full for such Shares, which payment may be in whole or
in part in Shares of the Common Stock of the Corporation already owned by the
person or persons exercising the option, valued at fair market value at the time
of such exercise.
4. TERM OF OPTIONS. The term of each option shall be determined by the
Board of Directors or the Compensation Committee provided that no option may
expire not more than ten (10) years from the date of the granting thereof,
provided further that in the event of the death of an optionee within the period
during which the option continues to be exercisable under Section 4(b) hereof,
the option granted to such optionee may be exercised within one (1) year after
the date of death of such optionee or prior to the date on which the option
expires by its terms, whichever is earlier, by the estate of such optionee, or
by any person or persons whom the optionee shall have designated in writing on
forms prescribed by and filed with the Corporation or, if not such designation
has been made by the person or persons to whom the optionee's rights have
passed, by will or the law of descent and distribution.
4.3-B
<PAGE>
5. TRANSFERABILITY. The right of any optionee to exercise an option
granted to him or her under the Plan may be assigned or transferred by such
optionee, otherwise than by will or the laws of descent and distribution, during
the lifetime of such optionee.
6. PARTICIPANT'S OR SUCCESSOR'S RIGHTS AS STOCKHOLDER. Neither the
recipient of an option under the Plan nor his or her successor(s) in interest
shall have any rights as a stockholder of the Corporation with respect to any
Shares subject to an option granted to such person until such person becomes a
holder of record of such Shares.
7. REGULATORY APPROVAL AND COMPLIANCE. The Corporation shall not be
required to issue any certificate or certificates for Shares of its stock upon
the exercise of an option granted under the Plan, or record as a holder of
record of such Shares the name of the individual exercising an option under the
Plan, without obtaining to the complete satisfaction of the Board the approval
of all regulatory bodies deemed necessary by the Board, and without complying,
to the Board's complete satisfaction, with all rules and regulations, under
federal, state or local law deemed applicable by the Board.
ARTICLE VI
CAPITAL ADJUSTMENTS
The aggregate number of Shares with respect to which options may be granted
under the Plan, as provided in Article II, the number of Shares for which
options are to be granted annually under Article IV, the number of Shares
subject to each outstanding option and the price per share specified in such
options, all may be adjusted, as the Board shall determine at its sole
discretion or as may be required, for any increase or decrease in the number of
issued shares of Common Stock of the Corporation resulting from a subdivision or
consolidation of Shares or any other similar capital adjustment, the payment of
a stock dividend, or other increase or decrease in such Shares effected without
receipt of consideration by, or a merger, or consolidation of, the Corporation,
or the distribution of shares of another corporation as a stock dividend, or the
sale of all or substantially all of the assets of, or the liquidation of, the
Corporation.
ARTICLE VII
EXPENSES OF THE PLAN
All costs and expenses of the adoption and administration of the Plan shall
be borne by the Corporation, and none of such expenses shall be charged to any
optionee.
4.3-C
<PAGE>
ARTICLE VIII
TERMINATION AND AMENDMENT OF THE PLAN
The Board may amend, terminate or suspend the Plan at any time, in its sole
and absolute discretion.
ARTICLE IX
EFFECTIVE DATE
The effective date of the Plan is August 15, 1997.
4.3-D
<PAGE>
EXHIBIT 5.1
August 25, 1997
Canterbury Park Holding Corporation
1100 Canterbury Drive
Shakopee, Minnesota 55379
Re: OPINION OF COUNSEL AS TO LEGALITY OF 573,000 SHARES OF COMMON STOCK TO
BE REGISTERED UNDER THE SECURITIES ACT OF 1933
Ladies and Gentlemen:
This opinion is furnished in connection with the registration under the
Securities Act of 1933 on Form S-8 of 573,000 shares of Common Stock, $0.01 par
value, of Canterbury Park Holding Corporation (the "Company") offered to
officers, other key employees and non-employee directors pursuant to the
Canterbury Park Holding Corporation 1994 Stock Plan (the "Stock Plan"), to
certain employees and advisors pursuant to the Canterbury Park Holding
Corporation Compensatory Employee and Advisor Stock Plan (the "Compensatory
Plan") and to certain non-employee consultants and advisors pursuant to the
Canterbury Park Holding Corporation Stock Option Plan for Non-Employee
Consultants and Advisors (the "Consultants Plan") (collectively, the "Plans").
We advise you that it is our opinion, based on our familiarity with the
affairs of the Company and upon our examination of pertinent documents, that the
573,000 shares of Common Stock to be issued by the Company under the Plans,
will, when paid for and issued, be validly issued and lawfully outstanding,
fully paid and nonassessable shares of Common Stock of the Company.
The undersigned hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an Exhibit to the Registration Statement
with respect to said shares of Common Stock under the Securities Act of 1933.
Very truly yours,
LINDQUIST & VENNUM P.L.L.P.
/s/ Lindquist & Vennum P.L.L.P.
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Canterbury Park Holding Corporation on Form S-8, relating to the Canterbury Park
Holding Corporation 1994 Stock Plan, Canterbury Park Holding Corporation
Compensatory Employee and Advisor Stock Plan, and Canterbury Park Holding
Corporation Stock Option Plan for Non-Employee Consultants and Advisors of our
report dated March 7, 1997 appearing in the Annual Report on Form 10-KSB of
Canterbury Park Holding Corporation for the year ended December 31, 1996.
Minneapolis, Minnesota /s/ Deloitte & Touche LLP
August 25, 1997
