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As Filed Electronically with the Securities and Exchange Commission on March 31,
1998 Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 25049
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPEEDWAY MOTORSPORTS, INC.
(Exact Name of Registrant as Specified in Its Charter)
<TABLE>
<S> <C>
DELAWARE 51-0363307
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
</TABLE>
U.S. HIGHWAY 29 NORTH, P.O. BOX 600
CONCORD, NORTH CAROLINA
(Address of Principal Executive Offices)
28026-0600
(Zip Code)
SPEEDWAY MOTORSPORTS, INC. FORMULA STOCK OPTION PLAN
(Full Title of the Plan)
MR. O. BRUTON SMITH
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
SPEEDWAY MOTORSPORTS, INC.
U.S. HIGHWAY 29 NORTH
P.O. BOX 600
CONCORD, NORTH CAROLINA 28026-0600
(704) 455-3239
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
COPIES TO:
PETER J. SHEA, ESQ.
PARKER, POE, ADAMS & BERNSTEIN L.L.P.
2500 CHARLOTTE PLAZA
CHARLOTTE, NORTH CAROLINA 28244
TELEPHONE (704) 372-9000
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C> <C>
Title of Proposed
Securities Amount Proposed Maximum Maximum Amount
to be to be Offering Price Aggregate of
Registered Registered Per Share Offering Price Registration Fee
- -------------------- ---------- ------------------ ----------------- ----------------
Common Stock,
par value $0.01 per 800,000 $26.75(1) $21,400,000(1) $6,485.00
share
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, based upon the average
of the high and low prices of the Registrant's Common Stock reported on the New
York Stock Exchange on March 30, 1998, which prices were $27.25 and 26.25,
respectively.
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 (plan information and registrant information) will be sent or given to
employees as specified by Rule 428(b)(1) of the Securities and Exchange
Commission (the "Commission"). Such documents need not be filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424. These documents, which include the
statement of availability required by Item 2 of Form S-8 and the documents
incorporated by reference in this Registration Statement pursuant to Item 3 of
Part II hereof, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended (the
"Act").
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents of Speedway Motorsports, Inc. (the "Company")
have been filed with the Commission and are hereby incorporated in this
Registration Statement by reference:
(i) the Company's Annual Report on Form 10-K for its fiscal year ended
December 31, 1997 (File No. 1-13582); and
(ii) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A, as amended, filed with the
Commission pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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. Any statement contained herein or in
a document, all or a portion of which is incorporated or deemed to be
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or amended, to constitute a part of this Registration
Statement.
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Item 4. Description of Securities
Not Applicable
Item 5. Interests of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Officers and Directors
The Company's Bylaws effectively provide that the Company shall, to the
full extent permitted by Section 145 of the General Corporation Law of the State
of Delaware, as amended from time to time ("Section 145"), indemnify all persons
whom it may indemnify pursuant thereto. In addition, the Company's Certificate
of Incorporation eliminates personal liability of its directors to the full
extent permitted by Section 102(b)(7) of the General Corporation Law of the
State of Delaware, as amended from time to time ("Section 102(b)(7)").
Section 145 permits a corporation to indemnify its directors and
officers against expenses (including attorney's fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by them in
connection with any actions, suit or proceeding brought by a third party if such
directors or officers acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reason to believe
their conduct was unlawful. In a derivative action, indemnification may be made
only for expenses actually and reasonably incurred by directors and officers in
connection with the defense or settlement of an action or suit and only with
respect to a matter as to which they shall have acted in good faith and in a
manner they reasonably believed to be in or not opposed to the best interest of
the corporation, except that no indemnification shall be made if such person
shall have been adjudged liable to the corporation, unless and only to the
extent that the court in which the action or suit was brought shall determine
upon application that the defendant officers or directors are reasonably
entitled to indemnity for such expenses despite such adjudication of liability.
Section 102(b)(7) provides that a corporation may eliminate or limit
the personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, provided that such
provision shall not eliminate or limit the liability of a director (i) for any
breach of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) for willful or negligent conduct
in paying dividends or repurchasing stock out of other than lawfully available
funds or (iv) for any transaction from which the director derived an improper
personal benefit. No such provision shall eliminate or limit the liability of a
director for any act or omission occurring prior to the date when such provision
becomes effective.
The Company maintains insurance against liabilities under the Act for
the benefit of its officers and directors.
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Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit
Number Description
4.1 Speedway Motorsports, Inc. Formula Stock Option Plan, as amended
(the "Plan") (incorporated by reference to Exhibit 10.13 to the
Annual Report on Form 10-K of the Company for the year ended
December 31, 1995).
4.2 Form of Formula Stock Option Agreement and Grant Pursuant to the
Plan (included as an exhibit to the Plan).
5.1 Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding the
legality of the securities registered.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Parker, Poe, Adams & Bernstein L.L.P. (included in
Exhibit 5.1 to this Registration Statement).
24. Power of Attorney (included on the signature page to this
Registration Statement).
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 the Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
State- ment or any material change to such information in the
Registration Statement;
3
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration
statementrelating 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; and
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
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 Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
[Signatures begin on next page]
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SIGNATURES
THE REGISTRANT. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Concord, State of North Carolina, on March 31,
1998.
SPEEDWAY MOTORSPORTS, INC.
By: /s/ William R. Brooks
---------------------------------------
William R. Brooks, Vice President,
Treasurer, Chief Financial Officer
and Director
We, the undersigned directors and officers of Speedway Motorsports,
Inc., do hereby constitute and appoint Mr. William R. Brooks our true and lawful
attorney-in-fact and agent to do any and all acts and things in our names and in
our behalf in our capacities stated below, which acts and things he may deem
necessary or advisable to enable Speedway Motorsports, Inc. to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with Registration
Statement, including specifically, but not limited to, power and authority to
sign for any and all of us in our names, in the capacities stated below, any and
all amendments (including post-effective amendments) hereto; and we do hereby
ratify and confirm all that he shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/O. Bruton Smith
- ------------------------------------- Chief Executive Officer(principal
O. Bruton Smith executive officer) and Chairman March 31, 1998
/s/ H.A. Wheeler President, Chief Operating Officer March 31, 1998
- ------------------------------------- and Director
H. A. Wheeler
March 31, 1998
/s/William R. Brooks Vice President, Treasurer, Chief
----------------------------------- Financial Officer (principal financial
William R. Brooks and accounting officer) and Director
/s/ Edwin R. Clark Executive Vice President and Director March 31, 1998
------------------------------------
Edwin R. Clark
/s/ Mark M. Gambill
- ------------------------------------- Director March 31, 1998
Mark M. Gambill
/s/ William P. Benton Director March 31, 1998
------------------------------------
William P. Benton
</TABLE>
5
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4.1 Speedway Motorsports, Inc. Formula Stock Option Plan, as amended (the
"Plan") (incorporated by reference to Exhibit 10.13 to the Annual
Report on Form 10-K of the Company for the year ended December 31,
1995).
4.2 Formula Stock Option Agreement and Grant Pursuant to the Plan (included
as an exhibit to the Plan).
5.1 Opinion of Parker, Poe, Adams & Bernstein L.L.P. regarding the legality
of the securities registered.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Parker, Poe, Adams & Bernstein L.L.P. (included in Exhibit
5.1 to this Registration Statement).
24 Power of Attorney (included on the signature page to this Registration
Statement).
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EXHIBIT 5.1
March 31, 1998
Board of Directors
Speedway Motorsports, Inc.
U.S. Highway 29 North
Concord, North Carolina
Dear Sirs:
We are acting as counsel to Speedway Motorsports, Inc., a Delaware
corporation (the "COMPANY"), in connection with the preparation, execution,
filing and processing with the Securities and Exchange Commission (the
"COMMISSION"), pursuant to the Securities Act of 1933, as amended (the "ACT"),
of a Registration Statement on Form S-8 (the "REGISTRATION STATEMENT") relating
to the issuance and sale of up to 800,000 shares (the "SHARES") of Common Stock,
par value $.01 per share (the "COMMON STOCK"), reserved for issuance under the
Company's Formula Stock Option Plan (the "PLAN"). This opinion is furnished to
you for filing with the Commission pursuant to Item 601(b)(5) of Regulation S-K
promulgated under the Act.
In our representation of the Company, we have examined the Registration
Statement, the Plan, the Company's Certificate of Incorporation and Bylaws, as
amended to date, all actions of the Company's Board of Directors recorded in the
Company's minute book, the form of certificate evidencing the Shares and such
other documents as we have considered necessary for purposes of rendering the
opinions expressed below.
Based upon the foregoing, we are of the following opinion:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware.
2. The Shares proposed to be offered and sold by the Company under the
Plan have been duly authorized for issuance and, subject to the
Registration Statement becoming effective under the Act and to
compliance with any applicable Blue Sky laws and to the issuance of
such Shares in accordance with the provisions of the Plan, the Shares
will be legally issued, fully paid and non-assessable shares of Common
Stock of the Company.
The opinions expressed herein are limited to the laws of the State of
North Carolina, the General Corporation Law of the State of Delaware and the
Act.
We hereby consent to the use of this opinion letter as Exhibit 5.1 to
the Registration Statement. In giving this consent, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act
or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
PARKER, POE, ADAMS & BERNSTEIN L.L.P.
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statment of
Speedway Motorsports, Inc. on Form S-8 of our report dated February 17, 1998
appearing in the Annual Report on Form 10-K of Speedway Motorsports, Inc. for
the year ended December 31, 1997.
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
March 31, 1998
