<PAGE>
As filed with the Securities and Exchange Commission on November 24, 1999.
Registration No. 33-___________
- --------------------------------------------------------------------------------
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 ROAD
SHAKOPEE, MINNESOTA 55379
(Address of Principal Executive Offices and zip code)
----------------------------
CANTERBURY PARK HOLDING CORPORATION
1994 STOCK PLAN
(Full title of the Plan)
----------------------------
Copy to:
Randall D. Sampson Richard A. Primuth
President Lindquist & Vennum P.L.L.P.
1100 Canterbury Road 4200 IDS Center
Shakopee, Minnesota 55379 Minneapolis, MN 55402
(612) 445-7223 (612) 371-3260
(Name, address and telephone
number, including area code,
of 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(2) Per Share(1) Price(1) Fee
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 350,000 shares $5.44 $1,904,000 $529.31
$.01 par value,
to be issued pursuant
to Canterbury Park Holding Corporation
1994 Stock Plan
- ------------------------------------------------------------------------------------------------------------
</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 November 19, 1999.
(2) 250,000 shares were registered on Form S-8 (File No. 33-96580) on
September 6, 1995 and 250,000 shares were registered on Form S-8 (File
No. 333-34509) on August 28, 1997 and 350,000 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. A Registration Statement on
Form S-8 (File No. 333-34509) was filed with the Securities and Exchange
Commission on August 28, 1997 covering the registraton of 250,000 shares
authorized for issuance under the Plan. A filing fee of $274.62 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 350,000 shares authorized under the Plan. An
amendment to the Plan to increase the reserved and authorized number of
shares under the Plan by 350,000 was authorized by the Company's Board of
Directors on January 19, 1999 and such amendment was approved by the
Company's shareholders on June 3, 1999. 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, 1998.
(b) The Definitive Proxy Statement dated May 7, 1999 for the 1999
Annual Meeting of Shareholders held June 3, 1999.
(c) The Quarterly Reports of the Company on Form 10-QSB for the
quarters ended March 31, 1999, June 30, 1999 and September 30,
1999.
(d) 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.
1
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
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.
2
<PAGE>
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been
advised that, in the opinion of the SEC, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
EXHIBIT
<S> <C>
4.1 Canterbury Park Holding Corporation 1994 Stock Plan, as amended
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)
</TABLE>
ITEM 9. UNDERTAKINGS.
The Company hereby undertakes:
(a) (1) File, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) under the Securities Act of
1933 if, in the aggregate, the changes in volume and price represent no
more than a 20% change in the maximum aggregate offering price set forth
in the "Calculation of Registration Fee" table in the effective
registration statement; and
(iii) 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.
3
<PAGE>
(2) For determining liability under the Securities Act, treat each
post-effective amendment as a new registration statement of the securities
offered, and the offering of the securities at that time to be the initial
bona fide offering.
(3) File a post-effective amendment to remove from registration any of
the securities that remain unsold at the end of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the Registration Statement shall
be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers, and
controlling persons of the small business issuer pursuant to the foregoing
provisions, or otherwise, the small business issuer 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 small business issuer of expenses
incurred or paid by a director, officer or controlling person of the small
business issuer 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 small business issuer 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.
4
<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
November 24, 1999.
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 November 24, 1999 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
5
<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
6
<PAGE>
EXHIBIT 4.1
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-A
<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.
4.1-B
<PAGE>
SECTION 2. ADMINISTRATION.
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.
SECTION 3. STOCK SUBJECT TO PLAN.
4.1-C
<PAGE>
The total number of shares of Stock reserved and available for
distribution under the Plan shall be 850,000. 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 Rights). To the extent that any option
does not qualify as an Incentive Stock Option, it shall constitute a separate
Non-Qualified Stock Option.
4.1-D
<PAGE>
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.
(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
4.1-E
<PAGE>
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 purposes of Section 422 of the Code, the option will thereafter be
treated as a Non-Qualified Stock Option.
4.1-F
<PAGE>
(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.
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
4.1-G
<PAGE>
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.
(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.
4.1-H
<PAGE>
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 Road, 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. Within these limits, the
Committee may provide for the lapse of such restrictions in
installments where deemed appropriate.
4.1-I
<PAGE>
(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.
(b) TERMS AND CONDITIONS.
4.1-J
<PAGE>
(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;
(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
4.1-K
<PAGE>
(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, 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.
4.1-L
<PAGE>
(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 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).
4.1-M
<PAGE>
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-N
<PAGE>
EXHIBIT 5.1
November 24, 1999
Canterbury Park Holding Corporation
1100 Canterbury Road
Shakopee, Minnesota 55379
Re: OPINION OF COUNSEL AS TO LEGALITY OF 350,000 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 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 "Plan").
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
350,000 shares of Common Stock to be issued by the Company under the Plan, 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.
1
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Canterbury Park Holding Corporation 1994 Stock Plan on Form S-8 of our report
dated March 15, 1999 appearing in the Annual Report on Form 10-KSB for the year
ended December 31, 1998.
DELOITTE & TOUCHE LLP
/s/ Deloitte & Touche LLP
November 23, 1999
Minneapolis, Minnesota
2
