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CHURCHILL
DOWNS INCORPORATED
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(Exact
name of registrant as specified in its charter)
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Kentucky
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61-0156015
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(State
or other jurisdiction
of
incorporation or organization)
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(I.R.S.
Employer
Identification
Number)
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700
Central Avenue, Louisville,
Kentucky 40208
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(Address
of Principal Executive Offices)(Zip
Code)
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Churchill
Downs Incorporated 2007 Omnibus Stock Incentive
Plan
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(Full
title of plan)
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Robert
L. Evans
President
and Chief Executive Officer
Churchill
Downs Incorporated
700
Central Avenue
Louisville,
Kentucky 40208
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(Name
and address of agent for service)
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(502)
636-4400
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(Telephone
number, including area code, of agent for service)
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Copy
to:
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Caryn
F. Price
Wyatt,
Tarrant & Combs, LLP
500
W. Jefferson Street, Suite 2800
Louisville,
Kentucky 40202
(502)
589-5235
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Title
of Securities
to
be
Registered
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Amount
to
be
Registered
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Proposed
Maximum
Offering
Price
per
Share (1)
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Proposed
Maximum
Aggregate
Offering
Price (1)
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Amount
of
Registration
Fee (1)
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Common
Stock, no par value and associated Preferred Share Purchase Rights(2)
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1,630,000
shares(3)
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$51.1735
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$83,412,805
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$2,560.77
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(1)
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Estimated
solely for the purpose of computing the registration fee pursuant
to Rule
457. The maximum offering price per share is based on the
average of the high and low sale price of the Common Stock as reported
by
the Nasdaq Global Market on June 26, 2007, pursuant to Rule
457(c).
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(2)
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The
Preferred Share Purchase Rights, prior to the occurrence of certain
events, are not evidenced separately from the Common
Stock.
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(3)
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The
registrant also registers hereby such indeterminate number of additional
shares as may be required to cover antidilutive adjustments under
the
Churchill Downs Incorporated 2007 Omnibus Stock Incentive
Plan.
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(1)
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he
conducted himself in good faith;
and
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(2)
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he
reasonably believed
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(a)
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in
the case of conduct in his official capacity with the corporation,
that
his conduct was in its best interests;
and
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(b)
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in
all other cases, that his conduct was at least not opposed to its
best
interests.
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(3)
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in
the case of any criminal proceeding, he had no reasonable cause to
believe
his conduct was unlawful.
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(1)
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in
connection with a proceeding by or in the right of the corporation
in
which the director was adjudged liable to the corporation;
or
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(2)
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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.
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(a)
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The
undersigned registrant hereby
undertakes:
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(1)
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To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration
statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities
Act
of 1933;
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(ii)
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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
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(iii)
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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;
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(2)
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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.
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(3)
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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.
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(b)
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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 (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.
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(c)
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Insofar
as indemnification for liabilities arising under the Securities Act
of
1933 may be permitted to directors, officers and controlling persons
of
the registrant pursuant to the foregoing provisions, or otherwise,
the
registrant has been advised that in the opinion of the Securities
and
Exchange Commission such indemnification is against public policy
as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by
a
director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such
director, officer or controlling person 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.
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| /s/ Carl F. Pollard |
Chairman
of the Board (Director)
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Carl
F. Pollard
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| /s/ Robert L. Evans |
President
and Chief Executive Officer (Director and Principal Executive
Officer)
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Robert
L. Evans
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| /s/ Michael W. Anderson |
Vice
President, Corporate Finance and Treasurer (Principal Financial and
Accounting Officer)
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Michael
W. Anderson
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| /s/ Leonard S. Coleman, jr. |
Director
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Leonard
S. Coleman, Jr.
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| /s/ Craig J. Duchossois |
Director
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Craig
J. Duchossois
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| /s/ Richard L. Duchossois |
Director
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Richard
L. Duchossois
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| /s/ Robert L. Fealy |
Director
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Robert L.
Fealy
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| /s/ J. David Grissom |
Director
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J.
David Grissom
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| /s/ Seth W. Hancock |
Director
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Seth
W. Hancock
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| /s/ Daniel P. Harrington |
Director
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Daniel
P. Harrington
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| /s/ G. Watts Humphrey, Jr. |
Director
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G.
Watts Humphrey, Jr.
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| /s/ Susan Elizabeth Packard |
Director
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Susan
Elizabeth Packard
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| /s/ Darrell R. Wells |
Director
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Darrell
R. Wells
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Exhibit
Number
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Description
of Exhibit
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Page
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4(a)
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Articles
of Incorporation of the registrant, as amended (incorporated herein
by
reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K
filed July 29, 2005) (Commission File No. 0-1469)
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4(b)
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Amended
and Restated Bylaws of the registrant (incorporated herein by reference
to
Exhibit 3(b) to the registrant’s Report on Form 10-K for the year ended
December 31, 2005) (Commission File No. 0-1469).
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4(c)
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Specimen
Stock Certificate (incorporated herein by reference to Exhibit 4(d)
to the
registrant’s Registration Statement on Form S-8, File No.
33-85012).
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4(d)
4(e)
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Rights
Agreement dated as of March 19, 1998, between the registrant and
Fifth
Third Bank as Rights Agent (incorporated herein by reference to Exhibit
4.1 to the registrant’s Current Report on Form 8-K filed on March 20,
1998, Exhibit 4.1 to the registrant’s Registration Statement on Form 8-A/A
filed June 30, 2000 and Exhibit 4.1 to the registrant’s Registration
Statement on Form 8-A/A filed September 14, 2000) (Commission File
No.
0-1469).
Amended
and Restated Credit Agreement among Churchill Downs Incorporated,
the
guarantor party thereto, the Lender party thereto and JP Morgan Chase
Bank, N.A., as agent and collateral agent, with PNC Bank, National
Association, as Syndication Agent and National City Bank of Kentucky
as
Documentation Agent, dated September 23, 2005, as amended by Amendment
No.
1 to Amended and Restated Credit Agreement dated May 2, 2007 (incorporated
herein by reference to Exhibit 10.1 to the registrant’s Current Report on
Form 8-K filed September 29, 2005 and Exhibit 10.1 to the registrant's
Current Report on Form 8-K filed May 2, 2007) (Commission File No.
0-1469).
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4(f)
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Churchill
Downs Incorporated 2007 Omnibus Stock Incentive Plan (incorporated
herein
by reference to Exhibit A to the registrant’s Schedule 14A filed April 30,
2007) (Commission File No. 0-1469).
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5
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Opinion
of Wyatt, Tarrant & Combs, LLP as to the legality of the shares being
registered.
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10
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23(a)
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Consent
of Wyatt, Tarrant & Combs, LLP (contained in Exhibit
5).
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23(b)
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Consent
of PricewaterhouseCoopers LLP.
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12
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24
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Power
of Attorney (precedes signatures).
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