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As Filed Electronically with the Securities and Exchange Commission on June 5,
1998
REGISTRATION NO. 333-49027
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SPEEDWAY MOTORSPORTS, INC.
(Exact name of Registrant as Specified in Its Charter)
DELAWARE 51-0363307
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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
(Name and Address of Agent for Service)
(704) 455-3239
(Telephone Number, including Area Code, of Agent for Service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share Price Fee
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<S> <C>
Common Stock 100,000(1) shares Not Applicable(1) Not Applicable(1) Not Applicable(1)
($0.01 par value)
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</TABLE>
(1) A registration fee of $6,485.00 was paid with the initial filing of
this Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on March 31, 1998.
This Post-Effective Amendment No. 1 to the Registration Statement on
Form S-8 initially filed by the Registrant on March 31, 1998 (File No.
333-49027) contains a Reoffer Prospectus relating to certain resales of Control
Shares prepared in accordance with the requirements of General Instruction C to
Form S-8.
<PAGE>
PROSPECTUS
SPEEDWAY MOTORSPORTS, INC.
100,000 SHARES
COMMON STOCK
($.01 PAR VALUE)
SPEEDWAY MOTORSPORTS, INC.
FORMULA STOCK OPTION PLAN
This Prospectus relates to an aggregate of 100,000 shares (the
"Shares") of common stock, par value $0.01 per share (the "Common Stock"), of
Speedway Motorsports, Inc. (the "Company"), issuable upon the exercise of
options which have been granted pursuant to the Company's Formula Stock Option
Plan (the "Plan") and which may be offered for resale from time to time by the
individuals hereinafter identified (the "Selling Security Holders") in their
discretion and for their own account.
The Selling Security Holders have advised the Company that the Shares
covered hereby will be offered and sold, from time to time, by or for their
account in solicited or unsolicited transactions on or off the New York Stock
Exchange. Sales will be effected at such prices and for such consideration
(which need not be cash) as may be obtainable and as may be satisfactory to the
Selling Security Holder. The last sale price of the Common Stock on the New York
Stock Exchange on June 4, 1998 was $25.44 per share.
The Company does not know of any arrangement or agreement between the
Selling Security Holders and any underwriter, broker or dealer for the offering
or sale of the Shares offered hereby. The Company expects that the Selling
Security Holders will sell the Shares through one or more registered brokers or
dealers and that discounts and commissions will be paid individually by the
Selling Security Holders in connection with such sales. All costs, expenses and
fees incurred in connection with the registration of the Shares are being borne
by the Company, but all selling and other expenses incurred by the Selling
Security Holders will be paid by the Selling Security Holders. The Company will
not receive any of the proceeds from sales of the Shares. The Company does not
know the approximate date of proposed sale to the public.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS TO BE CONSIDERED BY PURCHASERS OF THE SHARES.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
NO PERSON IS AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER
MADE HEREBY, AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY SELLING SECURITY
HOLDER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION
OF AN OFFER TO BUY, THE SECURITIES OFFERED HEREBY TO ANY PERSON IN ANY STATE IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL, NOR DOES THIS PROSPECTUS
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
OTHER THAN THOSE TO WHICH IT RELATES. NEITHER THE DELIVERY OF THIS PROSPECTUS OR
ANY PROSPECTUS SUPPLEMENT, NOR ANY SALE MADE HEREUNDER OR THEREUNDER, SHALL
UNDER ANY CIRCUMSTANCES CREATE ANY IMPLICATION THAT THE INFORMATION HEREIN OR
THEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE OF SUCH INFORMATION.
The date of this Prospectus is June 5, 1998
1
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TABLE OF CONTENTS
AVAILABLE INFORMATION 2
INCORPORATION BY REFERENCE 3
THE COMPANY 3
RISK FACTORS 4
USE OF PROCEEDS 7
SELLING SECURITY HOLDERS 7
PLAN OF DISTRIBUTION 8
MATERIAL CHANGES 8
INDEMNIFICATION 8
SIGNATURES 10
Statements in this Prospectus that reflect projections or expectations
of future financial or economic performance of the Company, and statements of
the Company's plans and objectives for future operations, or relating to the
Company's future capital projects, and the Company's future sponsorship of
races, are "forward looking" statements within the meaning of Section 27A of the
Securities Act of 1993, as amended (the "Securities Act"), and Section 21E of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). No
assurance can be given that actual results or events will not differ materially
from those projected, estimated, assumed or anticipated in any such forward
looking statements. Important factors that could result in such differences, in
addition to the other factors noted with such forward looking statements,
include: general economic conditions in the Company's markets, including
inflation, recession, interest rates and other economic factors; casualty to or
other disruption of the Company's facilities and equipment; disruption of the
Company's relationship with the National Association of Stock Car Auto Racing,
Inc. ("NASCAR"), and other factors that generally affect the business of sports
and recreational companies.
AVAILABLE INFORMATION
The Company is subject to the informational and reporting requirements
of the Exchange Act, and in accordance therewith is required to file periodic
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission"), relating to its business, financial condition and
other matters. Such reports, proxy statements and other information, may be
inspected and copies at the Public Reference Section of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at 7 World Trade Center, Suite 1300, New York, New York 10048
and at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
Commission maintains an Internet Web site that contains reports, proxy and
information statements and other information regarding the Company and other
registrants that file electronically with the Commission. The address of such
site is http://www.sec.gov. Copies of all or any part of such materials may be
obtained from any such office upon payment of the fees prescribed by the
Commission. Such information may also be inspected and copied at the offices of
the New York Stock Exchange at 20 Broad Street, New York, New York 10005.
2
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INCORPORATION BY REFERENCE
The following documents or portions thereof filed by the Company with
the Commission pursuant to the Exchange Act are incorporated herein by
reference:
1. The Company's Annual Report on Form 10-K for its fiscal year
ended December 31, 1997 (File No. 1-13582).
2. The Company's Quarterly Report on Form 10-Q for its fiscal
quarter ended March 26, 1998 (File No. 1-13582).
3. The description of the Company's 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
Exchange Act.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment to the registration statement of which
this Prospectus is a part, which amendment indicates that all securities offered
have been sold or which deregisters all such securities remaining unsold, shall
be deemed to be incorporated by reference into this Prospectus. Each document
incorporated into this Prospectus by reference shall be deemed to be a part
hereof from the date of the filing of such document with the Commission until
the information contained therein is superseded or updated by any subsequently
filed document which is incorporated by reference into this Prospectus.
The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of any such person, a
copy of any or all of the documents incorporated by reference in this Prospectus
(other than exhibits to such documents which are not themselves specifically
incorporated by reference in such documents). Written or telephone requests
should be directed to: Ms. Marylaurel E. Wilks, Esq., Corporate Counsel &
Director of Investor Relations, Speedway Motorsports, Inc., P.O. Box 600, U.S.
Highway 29 North, Concord, North Carolina 28026-0600, Telephone (704) 455-3239.
THE COMPANY
The Company is a leading promoter, marketer and sponsor of motorsports
activities in the United States. As the owner and operator of Atlanta Motor
Speedway ("AMS"), Bristol Motor Speedway ("BMS"), Charlotte Motor Speedway
("CMS"), Sears Point Raceway ("SPR") and Texas Motor Speedway ("TMS"), the
Company has one of the largest portfolios of major speedway facilities in the
motorsports industry. The Company currently will sponsor 15 major annual racing
events in 1998 sanctioned by NASCAR, including nine races associated with the
Winston Cup professional stock car racing circuit (the "Winston Cup") and six
races associated with the Busch Grand National circuit. The Company will also
sponsor four Indy Racing League ("IRL") racing events, three NASCAR Craftsman
Truck Series racing events, and one National Hot Rod Association Nationals
racing event. The Company also owns, operates and sanctions the Legends Car
Racing Circuit and the Bandolero Car Circuit (the "Legends Circuit") entry-level
stock car racing series for which it manufactures and sells smaller-scale,
modified cars and parts through its 600 Racing Inc. subsidiary ("600 Racing").
Motorsports is the fastest growing spectator sport in the United
States, and NASCAR-sanctioned stock car racing is the fastest growing industry
segment. In 1997, NASCAR sanctioned 92 Winston Cup, Busch Grand National and
Craftsman Truck Series races which were attended by approximately 9.0 million
spectators. Attendance of such NASCAR events has increased at a compound annual
growth rate of 13.2% since 1995. Based on information developed independently by
The Goodyear Tire & Rubber Co. ("Goodyear"), spectator attendance at Winston Cup
and Busch Grand National events increased at compound annual growth rates of
7.6% and 14.5%, respectively, from 1995 to 1997. Races are generally heavily
promoted, with a number of supporting events surrounding the main race event,
for a total weekend experience.
3
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The Company completed construction of TMS in Fort Worth, Texas on March
31, 1997, hosting its first major NASCAR Winston Cup race on April 6, 1997. TMS
is the second-largest sports facility in the United States with permanent
seating capacity of approximately 150,000, 194 suites and 76 condominiums. As of
December 31, 1997, the Company's total permanent seating capacity exceeded
525,000, the largest in the motorsports industry. The Company believes that
spectator demand for its largest events exceeds existing permanent seating
capacity at each of its speedways. In 1997, the Company added more than 236,000
permanent seats, including approximately 22,000 at AMS, 39,000 at BMS, and
25,000 at CMS, and the opening of TMS. At December 31, 1997, AMS, BMS, and CMS
had permanent seating capacity of approximately 124,000, 116,000, and 135,000,
respectively, in each case excluding infield admission, temporary seats and
general admission. Also at December 31, 1997, the Company had 141 luxury suites
at AMS, 55 at BMS, and 109 at CMS. SPR currently does not have permanent seating
capacity but provides temporary seating and suites for approximately 18,000
spectators in addition to other general admission seating arrangements along its
2.52 mile road course.
The Company derives revenues principally from the sale of tickets to
automobile races and other events held at its speedway facilities, the sale of
food, beverages, and souvenirs during such events, the sale of sponsorships to
companies that desire to advertise or sell their products or services at such
events and from the licensing of television, cable network and radio rights to
broadcast such events. In 1997, the Company derived approximately 80% of its
total revenues from events sanctioned by NASCAR. The Company has experienced
substantial growth in revenues and profitability as a result of the continued
improvement and expansion of and investment in its facilities, its consistent
marketing and promotional efforts and the overall increase in popularity of
Winston Cup, Busch Grand National, Indy Racing League and other motorsports
events in the United States.
In recent years, television coverage and corporate sponsorship have
increased for NASCAR-related events. All NASCAR Winston Cup and Busch Grand
National events are currently broadcast by ABC, CBS, ESPN, TBS or TNN. Also, all
Indy Racing League events sponsored by the Company are currently broadcast. The
Company has entered into television rights contracts for all its major
sanctioned events. According to NASCAR, major national corporate sponsorships
(which currently include over 70 Fortune 500 companies) of NASCAR-sanctioned
events has also increased significantly. Sponsors include such companies as
Coca-Cola, General Motors, NAPA, Prime Star, Save Mart, Food City, Goody's, and
RJR Nabisco. The Company intends to increase the exposure of its current Winston
Cup, Busch Grand National and Indy Racing League events, add television coverage
to other speedway events, increase broadcast and sponsorship revenues, and
schedule additional racing and other events at each of its speedway facilities.
The Company's principal executive offices are located at U.S. Highway
29 North, Concord, North Carolina 28026 (telephone (704) 455-3239).
RISK FACTORS
Prospective investors should carefully consider the following factors,
in addition to the other information in this Prospectus, before purchasing any
Shares.
RELATIONSHIP WITH NASCAR.
The Company's success has been and will remain dependent to a
significant extent upon maintaining a good working relationship with NASCAR, the
sanctioning body for Winston Cup and Busch Grand National races. The Company
currently holds licenses to sponsor nine Winston Cup races and six Busch Grand
National races. In 1997, NASCAR-sanctioned races accounted for approximately 80%
of the Company's total revenues. Each NASCAR event license is awarded on an
annual basis. Although management believes that its relationship with NASCAR is
good, NASCAR is under no obligation to continue to license the Company to
sponsor any event. Nonrenewal of a NASCAR event license would have a material
adverse effect on the Company's financial condition and results of operations.
The Company's strategy has included growth through the addition of motorsports
facilities. There can be no assurance that the Company will continue to obtain
NASCAR licenses to sponsor races at such facilities.
4
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COMPETITION.
Motorsports promotion is a competitive industry. The Company competes
in regional and national markets to sponsor events, especially NASCAR-sanctioned
events. Certain of the Company's competitors have resources that exceed those of
the Company. NASCAR is owned by Bill France, Jr. and the France family, who also
control International Speedway Corporation ("IS"). IS presently holds licenses
to sponsor nine Winston Cup races, more than any other track owner except for
the Company. Bill France, Jr. also has made a substantial investment in Penske
Motorsports, Inc., another track operator. The Company also competes locally
with other sports and entertainment businesses, many of which have resources
that exceed those of the Company. There can be no assurance that the Company
will maintain or improve its position in light of such competition.
FINANCIAL IMPACT OF BAD WEATHER.
The Company sponsors and promotes outdoor motorsports events. Weather
conditions affect sales of tickets, concessions and souvenirs, among other
things, at these events. Although the Company sells tickets well in advance of
its events, poor weather conditions can have an effect on the Company's results
of operations.
INDUSTRY SPONSORSHIPS AND GOVERNMENT REGULATION.
The motorsports industry generates significant revenue each year from
the promotion, sponsorship and advertising of various companies and their
products. Government regulation can adversely impact the availability to
motorsports of this promotion, sponsorship and advertising revenue. Advertising
by the tobacco and liquor industries is generally subject to greater
governmental regulation than advertising by other sponsors of the Company's
events. In addition, certain of the Company's sponsorship contracts are
terminable upon the implementation of adverse regulations. In August 1996, the
U.S. Food and Drug Administration (the "FDA") published regulations that would
substantially restrict tobacco industry sponsorship of sporting events.
Implementation of the new regulations affecting sponsorship was scheduled to
occur in February 1998, but has not yet occurred, in part due to several pending
legal challenges to the regulations by third parties which, the Company
believes, may continue to extend the regulatory process. Implementation of any
new FDA regulations affecting sponsorship also depends upon the outcome of
prospective tobacco legislation, discussed below. The final outcome of this
regulatory process is uncertain, and the impact on the Company, if any, is
unclear.
In June 1997, tobacco industry representatives, health groups, state
attorney generals and certain plaintiffs' lawyers reached a settlement that
would, among other things, impose strict new limits on tobacco marketing and
advertising, including a ban on outdoor billboards and sponsoring sporting
events (the "June 1997 Settlement"). On March 30, 1998, the Commerce Committee
of the United States Senate proposed compromise legislation, sponsored by
Senator John McCain (R.-Ariz.) (the "McCain Bill"), that would enact tougher and
more far reaching restrictions than those contained in the June 1997 Settlement.
The McCain Bill would, among other things, permit class action lawsuits and
punitive damages, give the FDA the power to regulate tobacco products, increase
taxes on cigarettes by $1.10 a pack, and end tobacco industry sponsorship of
sporting events. In early April 1998, executives from the top five cigarette
manufactures in the United States announced that they would not support
legislative efforts to enact the June 1997 Settlement or cooperate further with
the Clinton Administration in securing another tobacco settlement, unless the
more restrictive elements of the McCain Bill were mitigated. As of the date of
this Prospectus, significant uncertainty exists as to whether the June 1997
Settlement or any FDA regulations will be implemented, or what their final terms
will include. Moreover, the status of the McCain Bill or similar legislation
that may be introduced in the future is unknown.
Consequently, no assurance can be given that the tobacco industry will
continue to sponsor sporting events, that suitable alternative sponsors could be
located, or that NASCAR will continue to sanction individual racing events
sponsored by the tobacco industry at any of the Company's facilities.
Advertising and sponsorship revenue from the tobacco industry accounted for
approximately 1% of the Company's total revenues in both fiscal 1996 and 1997.
In addition, the tobacco industry provides financial support to the motorsports
industry through, among other things, its purchase of advertising time,
sponsorship of racing teams and racing series such as NASCAR's Winston Cup
series.
5
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DEPENDENCE ON KEY PERSONNEL.
The Company's success depends upon the availability and performance of
its senior management, particularly O. Bruton Smith, the Company's Chairman and
Chief Executive Officer, and H.A. "Humpy" Wheeler, its President and Chief
Operating Officer, who have managed the Company as a team for over 20 years.
Their experience within the industry, especially their working relationship with
NASCAR, will continue to be of considerable importance to the Company. The loss
of any of the Company's key personnel or its inability to attract and retain key
employees in the future could have a material adverse effect on the Company's
operations and business plans.
SEASONALITY AND EXPECTED QUARTERLY LOSSES.
The Company has derived a substantial portion of its total revenues
from admissions and event-related revenue attributable to NASCAR-sanctioned
races held in March, April, May, August, October and November. As a result, the
Company's business has been, and is expected to remain, highly seasonal. During
1996 and 1997, the Company's second and fourth quarters accounted for
approximately 75% and 78%, respectively, of the Company's total annual revenues
and approximately 96% and 100%, respectively, of its total annual operating
income. During 1997, the Company's second quarter represented minimal operating
income or losses represented a significantly higher percentage of annual
revenues and operating income as a result of the addition of racing events at
TMS and the scheduling of racing events at SPR. The Company sometimes produces
minimal operating income or losses during its first and third quarters, when it
hosts only one NASCAR race weekend. The concentration of the Company's racing
events in the second quarter and the growth in the Company's operations with
attendant increases in overhead expenses will tend to increase operating losses
in future first and third quarters. Additionally, race dates at the Company's
various facilities may from time to time be changed, lessening the comparability
of the financial results of quarters between years and increasing or decreasing
the seasonal nature of the Company's business.
CONTROL OF THE COMPANY.
As of March 31, 1997, Mr. Smith, who is the Chairman of the Company,
owned, directly and indirectly, approximately 67.7% of the outstanding shares of
Common Stock. As a result, Mr. Smith will continue to control the outcome of
substantially all issues submitted to the Company's stockholders, including the
election of all of the Company's directors.
LEGAL PROCEEDINGS.
On March 13, 1998, a civil complaint was filed in the United States
District Court of New Jersey in a matter styled "Atlantic City Racing
Association v. Sonic Financial Corp. and Speedway Motorsports, Inc." (the "ACRA
Complaint"). The ACRA Complaint alleges that Sonic Financial and the Company
refused to close a purchase agreement concerning land to be sold to Sonic
Financial by the plaintiff. The plaintiff claims that Sonic Financial and the
Company misrepresented their intention to close the transaction, breached the
purchase agreement and acted in bad faith, thereby entitling the plaintiff to
specific performance as well as unspecified compensatory and punitive damages,
interest, attorneys' fees, costs of suit and other relief. The Company denies
the allegations of the ACRA Complaint and will defend itself vigorously. The
Company was not a party to the agreement in question. Furthermore, the agreement
specifically states that the sole remedy of the seller is liquidated damages of
$100,000 and that the prospective buyer could terminate the agreement for a
number of reasons. The Company's financial condition and results of operations
could be adversely affected by a judgement against the Company on claims under
the ACRA Complaint.
LIABILITY FOR PERSONAL INJURIES.
Motorsports can be dangerous to participants and to spectators. The
Company maintains insurance policies that provide coverage within limits that
are sufficient, in management's judgment, to protect the Company from material
financial loss due to liability for personal injuries sustained by persons on
the Company's premises in the ordinary course of the Company business.
Nevertheless, there can be no assurance that such insurance will be
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adequate at all times and in all circumstances. The Company also may be subject
to product liability claims, for which it is self-insured, with respect to the
manufacture and sale of Legends and Bandolero Cars. The Company's financial
condition and results of operations would be adversely affected to the extent
claims and associated expenses exceed insurance recoveries.
ENVIRONMENTAL MATTERS.
Solid waste landfilling has occurred on and around the Company's
property at CMS for many years. Landfilling of general categories of municipal
solid waste on the CMS property ceased in 1992. There are two landfills ("LCID"
landfills) currently operating at CMS, however, that are permitted to receive
inert debris and waste from land clearing activities. Two other LCID landfills
on the CMS property were closed in 1994. CMS intends to allow similar LCID
landfills to be operated on the CMS property in the future. CMS also leases
certain CMS property to a subsidiary of Browning-Ferris Industries, Inc. ("BFI")
for use as a construction and demolition debris landfill (a "C&D" landfill),
which can receive solid waste resulting solely from construction, remodeling,
repair or demolition operations on pavement, buildings or other structures, but
cannot receive inert debris, land-clearing debris or yard debris. In addition,
the subsidiary of BFI owns and operates an active solid waste landfill adjacent
to CMS. The Company believes that the active solid waste landfill was
constructed in such a manner as to minimize the risk of contamination to
surrounding property.
Portions of the inactive solid waste landfill areas on the CMS property
are subject to a groundwater monitoring program and data are submitted to the
North Carolina Department of Environment and Natural Resources ("DENR"). DENR
has noted that data from certain groundwater sampling events have indicated
levels of certain regulated compounds that exceed acceptable trigger levels and
organic compounds that exceed regulatory groundwater standards. DENR has not
acted to require any remedial action by the Company at this time with respect to
this situation. It is possible that action could be required of the Company by
DENR in the future with respect to this situation, which could require the
Company to incur costs that could be material.
The Company believes that the Company's operations, including the
landfills on its property, are in substantial compliance with all applicable
federal, state and local environmental laws and regulations. Nonetheless, if
damage to persons or property or contamination of the environment is determined
to have been caused by the conduct of the Company's business or by pollutants,
substances, contaminants or wastes used, generated or disposed of by the
Company, or which may be found on the property of the Company, the Company may
be held liable for such damage and may be required to pay the cost of
investigation or remediation, or both, of such contamination or damage caused
thereby. The amount of such liability, as to which the Company is self-insured,
could be material. Changes in federal, state or local laws, regulations or
requirements, or the discovery of previously unknown conditions, could require
additional expenditures by the Company.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale by the Selling
Security Holders of the Shares offered hereby. The proceeds from the sales of
Shares offered hereby shall be retained solely by the Selling Security Holders.
SELLING SECURITY HOLDERS
The following persons are currently directors of the Company, each of whom is
eligible to sell pursuant to this Prospectus the number of Shares set forth
opposite his name in the table below.
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Number of Shares
Beneficially Owned Prior Number of Shares Shares Beneficially
Selling Security Holders to Offering Offered Owned After Offering:
Number Percent
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Mark M. Gamble 60,000 60,000 0 --
Director
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William P. Benton 40,000 40,000 0 --
Director
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PLAN OF DISTRIBUTION
The Selling Security Holders have advised the Company that they intend
to sell the Shares offered hereby from time to time on or off the New York Stock
Exchange at prices prevailing in such market at the time of sale. The Selling
Security Holders may also sell all of any portion of such Shares from time to
time in private transactions at negotiated prices. Any such transactions may be
effectuated directly or through broker-dealers, who may act as agent or as
principal. The Selling Security Holders, and any broker-dealers participating in
such transactions, may be deemed to be underwriters within the meaning of the
Securities Act.
Broker-dealers participating in such transactions as agent may receive
fees or commissions from Selling Security Holders or from the other parties to
the transactions. Usual and customary, or specifically negotiated, brokerage
fees or commissions are to be paid by the Selling Security Holders.
Broker-dealers who acquire Shares as principal may thereafter resell such Shares
on the New York Stock Exchange, in negotiated transactions or otherwise at
market prices prevailing at the time of sale. Any commissions paid or any
discounts or concessions allowed to such broker-dealers, and, if any such
broker-dealers purchase Shares as principal, any profits received by them on the
resale of such Shares, may be deemed to be underwriting compensation within the
meaning of the Securities Act. The Company will pay the expenses incident to the
registration of the Shares offered hereby.
MATERIAL CHANGES
There have been no material changes in the Company's affairs which have
occurred since the end of the latest fiscal year for which certified financial
statements were included in the latest annual report to security holders and
which have not been described in a report on Form 10-Q or Form 8-K under the
Exchange Act.
INDEMNIFICATION
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
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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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officer or persons controlling the registrant
pursuant to the foregoing provisions, the registrant has been informed that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act and is therefore unenforceable.
9
<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 Amendment to
the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Charlotte, State of North Carolina, on
this 1st day of June, 1998.
SPEEDWAY MOTORSPORTS, INC.
By: /s/ WILLIAM R. BROOKS
___________________________
William R. Brooks
Vice President, Treasurer
& Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ * Chairman and Chief June 1, 1998
_____________________________________ Executive Officer
O. Bruton Smith
/s/ * President, Chief Operating June 1, 1998
_____________________________________ Officer and Director
H.A. Wheeler
/s/ WILLIAM R. BROOKS Vice President, Chief June 1, 1998
_____________________________________ Financial Officer, Treasurer
William R. Brooks and Director
/s/ * Executive Vice President June 1, 1998
_____________________________________ and Director
Edwin R. Clark
/s/ * Director June 1, 1998
_____________________________________
William P. Benton
/s/ * Director June 1, 1998
_____________________________________
Mark M. Gambill
* By: /s/ WILLIAM R. BROOKS June 1, 1998
______________________________________
William R. Brooks
(ATTORNEY-IN-FACT FOR EACH
OF THE PERSONS INDICATED)
10
<PAGE>
INDEX TO EXHIBITS
Exhibit No. 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 L.L.P.
23.2* Consent of Parker, Poe, Adams & Bernstein L.L.P. (included
in Exhibit 5.1 to the Registration Statement).
24* Power of Attorney (included on the signature page to the
Registration Statement).
- ------------------
*Previously filed
11
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to Registration Statement No. 333-49027 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.
/s/ Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
Charlotte, North Carolina
June 3, 1998
