As filed with the Securities and Exchange Commission
on July 19, 1995
Registration No. 33-_______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHURCHILL DOWNS INCORPORATED
(Exact name of registrant as specified in its charter)
Kentucky 61-0156015
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
700 Central Avenue
Louisville, Kentucky 40208
(Address of Principal Executive Offices)
CHURCHILL DOWNS INCORPORATED 1995 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Copy to:
Thomas H. Meeker, President Robert A. Heath, Esq.
Churchill Downs Incorporated Wyatt, Tarrant & Combs
700 Central Avenue 2800 Citizens Plaza
Louisville, Kentucky 40208 Louisville, Kentucky 40202
(Name and address of agent for service)
(502) 636-4400
(Telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement.
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------
Title of Amount Proposed maximum Proposed maximum Amount of
securities to be offering price aggregate offering registration
to be registered registered per share (1) price (1) fee
- -----------------------------------------------------------------------------------------------------
Common Stock, 50,000 (2)
no par value shares $41.50 $2,075,000 $716
- -----------------------------------------------------------------------------------------------------
<FN>
1 Estimated solely for the purpose of computing the registration fee pursuant to Rule 457.
2 The Registrant also registers hereby such indeterminate number of additional
shares as may be required to cover antidilutive adjustments under the Churchill
Downs Incorporated 1995 Employee Stock Purchase Plan.
</FN>
21 sequentially numbered pages.
Exhibit index on page 8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates the following documents in this
Registration Statement:
1. The Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994;
B. The Registrant's Report on Form 10-K/A filed on April 27, 1995;
C. The Registrant's Report on Form 10-K/A-1 filed on May 24, 1995;
D. The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1995;
E. The Registrant's Report on Form 10-Q/A filed on May 31, 1995.
F. The description of the Common Stock, no par value, of the
Registrant contained in a registration statement on Form 10 filed under Section
12 of the Securities Exchange Act of 1934, and any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Registrant 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 part hereof from the date of filing of such documents.
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 XI of the Registrant's Restated Articles of Incorporation limits
the liability of directors of the Registrant pursuant to the Kentucky Business
Corporation Act. Under this Article, directors generally will be personally
liable to the Registrant or its shareholders for monetary damages only for
transactions involving conflicts of interest or from which a director derives an
improper personal benefit, intentional misconduct or violations of law, and
unlawful distributions.
The Restated Bylaws of the Registrant require the Registrant to
indemnify, and permit the advancement of expenses to, each director, officer,
employee or agent of the Registrant, and his executors, administrators or heirs,
who was or is made, or is threatened to be made a defendant or respondent to any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative ("Proceeding"), by reason of the fact
that he is or was a director, officer, employee or agent of the Registrant for
the costs of such Proceeding to the fullest extent expressly permitted or
required by the statutes of the Commonwealth of Kentucky and all other
applicable law.
The Restated Bylaws of the Registrant further provide for
indemnification and advancement of expenses to the aforementioned persons by
action of the Board of Directors in such amounts, on such terms and conditions,
and based upon such standards of conduct as the Board of Directors may deem to
be in the best interests of the Registrant.
The circumstances under which Kentucky law requires or permits a
corporation to indemnify its directors, officers, employees and/or agents are
set forth at KRS 271B.8-500, et seq.
Generally, under KRS 271B.8-500 et seq., a corporation may indemnify an
individual made a party to a proceeding because he is or was a director against
liability incurred in the proceeding if:
[1] He conducted himself in good faith; and
[2] He reasonably believed [a] in the case of conduct in his official
capacity with the corporation that his conduct was in its best interests; and
[b] in all other cases, that his conduct was at least not opposed to its
best interests; and [3] in the case of any criminal proceeding, he had no
reasonable cause to believe his conduct was unlawful.
A corporation may not indemnify a director:
[1] in connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation; or [2] in
connection with any other proceeding charging improper personal benefit to him,
whether or not involving action in his official capacity, in which he was
adjudged liable on the basis that personal benefit was improperly received by
him.
Indemnification permitted in connection with a proceeding by or in the
right of the corporation is limited to reasonable expenses incurred in
connection with the proceeding.
In addition, the Registrant maintains directors' and officers' liability
insurance covering certain liabilities which may be incurred by the directors
and officers of the Registrant in connection with the performance of their
duties.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The exhibits listed on the Exhibit Index appearing on page 8 of this
Registration Statement are hereby incorporated by reference.
ITEM 9. UNDERTAKINGS.
1. The undersigned Registrant hereby undertakes:
A. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
[1] To include any prospectus required by Section 10(a)(3) of the
Act;
[2] 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;
[3] To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
PROVIDED, HOWEVER, that paragraphs 1.A[1] and 1.A[2] do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.
B. That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
C. 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.
2. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
3. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question of 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
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 Louisville, Commonwealth of Kentucky, on July 19,
1995.
CHURCHILL DOWNS INCORPORATED
By /S/ THOMAS H. MEEKER
--------------------------
Thomas H. Meeker, President and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Thomas H. Meeker and Alexander M. Waldrop, and
each of them, with the power to act without the other, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her, and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully and to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement on Form S-8 has been signed below by the following
persons on the 18th day of July, 1995 in the capacities indicated:
SIGNATURE TITLE
/S/ THOMAS H. MEEKER President, Chief Executive
- -------------------- Officer and Director (Principal
Thomas H. Meeker Executive Officer)
/S/ VICKI L. BAUMGARDNER Vice President of Finance
- ------------------------ and Treasurer (Principal Financial
Vicki L. Baumgardner and Accounting Officer)
Director
Charles W. Bidwill, Jr.
Director
Catesby W. Clay
/S/ WILLIAM S. FARISH Director
- ----------------------
William S. Farish
Director
Daniel M. Galbreath
/S/ J. DAVID GRISSOM Director
- ----------------------
J. David Grissom
/S/ SETH W. HANCOCK Director
- ----------------------
Seth W. Hancock
/S/ FRANK B. HOWER, JR. Director
- ----------------------
Frank B. Hower, Jr.
Director
G. Watts Humphrey, Jr.
/S/ W. BRUCE LUNSFORD Director
- ----------------------
W. Bruce Lunsford
Director
Arthur B. Modell
/S/ CARL F. POLLARD Director
- ----------------------
Carl F. Pollard
/S/ DARRELL S. WELLS Director
- ----------------------
Darrell R. Wells
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT PAGE
4(a) Churchill Downs Incorporated 1995
Employee Stock Purchase Plan. 9
4(b) Restated Articles of
Incorporation of the Registrant
incorporated by reference to the
Registrant's report on Form 8-K
filed with the Securities and
Exchange Commission on July 11,
1991 (Comm. File No. 0-1469).
4(c) Restated Bylaws of
the Registrant as amended are
incorporated by reference to
Exhibit 3(b) of the Registrant's
report on Form 10-K for the year
ended December 31, 1994 (Comm. File
No. 0-1469).
4(d) Specimen Stock Certificate is
incorporated by reference to
Exhibit 4(d) to the Registrant's
Registration Statement on Form S-8,
File No. 33-85012.
5 Opinion of Wyatt, Tarrant & Combs as
to the legality of the Common Stock. 19
23(a) Consent of Coopers & Lybrand, L.L.P. 21
23(b) Consent of Wyatt, Tarrant & Combs
(included in Exhibit 5).
24 Power of Attorney (included on signature
page of this Registration Statement).