Chicago Mercantile Exchange Inc – ‘S-8’ on 5/4/01

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            8     47K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion of Sidley Austin Brown & Wood                  2     10K 
 3: EX-23.2     Consent of Arthur Andersen LLP                         1      5K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

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                                                 Registration No. 333-
--------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
REGISTRATION STATEMENT
 UNDER
THE SECURITIES ACT OF 1933

 -------------------------------

CHICAGO MERCANTILE EXCHANGE INC.
(Exact name of registrant as specified in its charter)

      DELAWARE                                        36-4340266
(State or other jurisdiction                          (I.R.S. Employer
of incorporation or organization)                      Identification No.)

30 SOUTH WACKER DRIVE                                           
CHICAGO, ILLINOIS                                     60606 
(Address of principal executive offices)                      (Zip Code)        

CHICAGO MERCANTILE EXCHANGE OMNIBUS STOCK PLAN
(Full title of the plan)

CRAIG S. DONOHUE
 MANAGING DIRECTOR
AND CHIEF ADMINISTRATIVE OFFICER
CHICAGO MERCANTILE EXCHANGE INC.
30 SOUTH WACKER STREET
 CHICAGO, ILLINOIS 60606
(312) 930-1000
(Name, address, and telephone number, including area code,
 of agent for service)
COPY TO:
RICHARD W. ASTLE
SIDLEY AUSTIN BROWN & WOOD
 BANK ONE PLAZA - 10 SOUTH DEARBORN STREET
 CHICAGO, ILLINOIS 60603
(312) 853-7000

 -------------------------------

 CALCULATION OF REGISTRATION FEE

                                                        [Enlarge/Download Table]

---------------------------------------------------------------------------------------------------------------------------
 Title of Securities to      Amount to be           Proposed Maximum            Proposed Maximum             Amount of     
     be Registered            Registered        Offering Price Per Share     Aggregate Offering Price    Registration Fee  
---------------------------------------------------------------------------------------------------------------------------
                                                                                                                           
Class A Common Stock,                                                                                                      
$.01 par value            2,600,000 shares      $6.39 (1)                    $16,614,000 (1)             $4,153.50         
---------------------------------------------------------------------------------------------------------------------------

(1)  Estimated solely for the purpose of calculating the registration fee and,  
     pursuant to Rule 457(h)(1) under the Securities Act of 1933, based upon the
book value per share of the Class A Common Stock as of March 31, 2001 
(there being no market for the Class A Common Stock at present).      
--------------------------------------------------------------------------------

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 PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.                               

                The following documents heretofore filed with the Securities
and Exchange Commission are incorporated herein by reference:                   

   (a) Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000 (File No. 333-95561).      

                 (b) Registrant's  Current Report on Form 8-K/A dated November
    13, 2000, filed January 26, 2001, and Current Report on Form 8-K
   dated March 7, 2001, filed April 26, 2001 (File No. 333-95561).

                  (c) Registrant's Registration Statement on Form 10 filed April
30, 2001 (File No. 000-32645).                              

              All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, after the date of this          
registration statement and 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 into this registration statement and to be a part     
hereof from the respective dates of filing of such documents.                   

ITEM 4.  DESCRIPTION OF SECURITIES.                                             

              A description of the Registrant's capital stock (including
dividend, voting and liquidation rights, transfer restrictions and anti-takeover
provisions of the Registrant's charter and by-laws) appears under Item 11,      
"Description of Registrant's Securities to be Registered," in the Registrant's  
registration statement on Form 10 (Registration No. 000-32645), which           
description is incorporated herein by this reference.                           

             A description of the process used to select, nominate and
elect the Registrant's board of directors appears under the subheading "Election
of Board of Directors" under the heading "DEMUTUALIZATION PROPOSAL" in the      
prospectus filed as part of the Registrant's registration statement on Form S-4 
(Registration No. 333-95561), which description is incorporated herein by this  
reference.                                                                      

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.                                

Not applicable.                             

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ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.                             

                Section 145 of the Delaware General Corporation Law provides
that the Registrant may, and in some circumstances must, indemnify the directors
and officers of the Registrant against liabilities and expenses incurred by such
person by reason of the fact that such person was serving in such capacity,     
subject to certain limitations and conditions set forth in the statute. The     
Registrant's amended and restated certificate of incorporation and by-laws      
provide that the Registrant will indemnify its directors and officers, and may  
indemnify any person serving as director or officer of another business entity  
at the Registrant's request, to the extent permitted by the statute. In         
addition, the Registrant's amended and restated certificate of incorporation    
provides, as permitted by the Delaware General Corporation Law, that directors  
shall not be personally liable for monetary damages for breach of fiduciary duty
as a director, except (i) for breaches of their duty of loyalty to the          
Registrant or its stockholders, (ii) for acts or omissions not in good faith or 
which involve intentional misconduct or a knowing violation of law, (iii) under 
Section 174 of the Delaware General Corporation Law, and (iv) for transactions  
from which a director derived an improper personal benefit.                     

               The Registrant maintains a directors and officers liability
insurance policy which indemnifies the Registrant's directors and officers      
against loss arising from claims by reason of their legal liability for acts as 
such directors or officers, subject to limitations and conditions as set forth  
in the policy.                                                                  

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.                                   

Not applicable.                             

ITEM 8.  EXHIBITS.                                                              

             The exhibits accompanying this Registration Statement are
listed on the accompanying Exhibit Index.                                       

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 this registration statement:          

                 (i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;                                 

                 (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. 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 Securities and Exchange Commission pursuant
to Rule 424(b) if, in the                                   

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          aggregate, the changes in volume and price represent no more than a 20
       percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement; and                                 

                 (iii) 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 (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      
Securities and Exchange Commission by the Registrant pursuant to Section 13 or  
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference 
in the registration statement.                                                  

                (2) That, for 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.                                                          

                (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 of 1933, each    
filing of the Registrant'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.      

                (c) 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 Securities Act of 1933 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         
Securities Act of 1933 and will be governed by the final adjudication of such   
issue.                                                                          

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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 Chicago, State of Illinois, on this 7th day of  
February, 2001.                                                                 

                              CHICAGO MERCANTILE EXCHANGE INC.

                      By: /s/ James J. McNulty
                                           -------------------------------------
                      James J. McNulty
                                           PRESIDENT AND CHIEF EXECUTIVE OFFICER

               Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the     
capacities indicated on this 7th day of February, 2001.                         

                                                        [Enlarge/Download Table]

                  Signature                       Title                                    
                  ---------                       -----                                    
                                                                                           

/s/ Scott Gordon                          Chairman of the Board and Director               
------------------------------------                                                       
Scott Gordon                                                                               

/s/ James J. McNulty                      President and Chief Executive Officer            
------------------------------------      (Chief Executive Officer)                        
James J. McNulty                                                                           

/s/ David G. Gomach                       Senior Vice President and Chief Financial Officer
------------------------------------      (Principal Financial Officer)                    
David G. Gomach                                                                            

/s/ Nancy Goble                           Vice President and Controller                    
------------------------------------      (Principal Accounting Officer)                   
Nancy Goble                                                                                

/s/ H. Jack Bouroudjian                   Director                                         
------------------------------------                                                       
H. Jack Bouroudjian                                                                        

/s/ Timothy R. Brennan                    Director                                         
------------------------------------                                                       
Timothy R. Brennan                                                                         

/s/ Leslie Henner Burns                   Director                                         
------------------------------------                                                       
Leslie Henner Burns                                                                        

/s/ Jeffrey R. Carter                     Director                                         
------------------------------------                                                       
Jeffrey R. Carter                                                                          

/s/ Terrence A. Duffy                     Director                                         
------------------------------------                                                       
Terrence A. Duffy                                                                          

/s/ Martin J. Gepsman                     Director                                         
------------------------------------                                                       
Martin J. Gepsman                                                                          

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/s/ Yra G. Harris                         Director                                         
------------------------------------                                                       
Yra G. Harris                                                                              

/s/ Robert L. Haworth                     Director                                         
------------------------------------                                                       
Robert L. Haworth                                                                          

/s/ Bruce F. Johnson                      Director                                         
------------------------------------                                                       
Bruce F. Johnson                                                                           

/s/ Gary M. Katler                        Director                                         
------------------------------------                                                       
Gary M. Katler                                                                             

/s/ Paul Kimball                          Director                                         
------------------------------------                                                       
Paul Kimball                                                                               

                                          Director                                         
------------------------------------                                                       
John W. Lacey                                                                              

/s/ Patrick B. Lynch                      Director                                         
------------------------------------                                                       
Patrick B. Lynch                                                                           

/s/ Leo Melamed                           Director                                         
------------------------------------                                                       
Leo Melamed                                                                                

/s/ William P. Miller II                  Director                                         
------------------------------------                                                       
William P. Miller II                                                                       

/s/ Laurence E. Mollner                   Director                                         
------------------------------------                                                       
Laurence E. Mollner                                                                        

/s/ Patrick J. Mulchrone                  Director                                         
------------------------------------                                                       
Patrick J. Mulchrone                                                                       

/s/ John D. Newhouse                      Director                                         
------------------------------------                                                       
John D. Newhouse                                                                           

/s/ James E. Oliff                        Director                                         
------------------------------------                                                       
James E. Oliff                                                                             

/s/ Mark G. Papadopoulos                  Director                                         
------------------------------------                                                       
Mark G. Papadopoulos                                                                       

/s/ Ward Parkinson                        Director                                         
------------------------------------                                                       
Ward Parkinson                                                                             

/s/ Robert J. Prosi                       Director                                         
------------------------------------                                                       
Robert J. Prosi                                                                            

/s/ David M. Pryde                        Director                                         
------------------------------------                                                       
David M. Pryde                                                                             

                                      6                                                    

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/s/ Irwin Rosen                           Director                                         
------------------------------------                                                       
Irwin Rosen                                                                                

/s/ William G. Salatich, Jr.              Director                                         
------------------------------------                                                       
William G. Salatich, Jr.                                                                   

/s/ John F. Sandner                       Director                                         
------------------------------------                                                       
John F. Sandner                                                                            

                                          Director                                         
------------------------------------                                                       
Myron S. Scholes                                                                           

/s/ Verne O. Sedlacek                     Director                                         
------------------------------------                                                       
Verne O. Sedlacek                                                                          

/s/ Leon C. Shender                       Director                                         
------------------------------------                                                       
Leon C. Shender                                                                            

/s/ William R. Shepard                    Director                                         
------------------------------------                                                       
William R. Shepard                                                                         

/s/ Howard J. Siegel                      Director                                         
------------------------------------                                                       
Howard J. Siegel                                                                           

/s/ David I. Silverman                    Director                                         
------------------------------------                                                       
David I. Silverman                                                                         

/s/ Jeffrey L. Silverman                  Director                                         
------------------------------------                                                       
Jeffrey L. Silverman                                                                       

                                         Director                                          
------------------------------------                                                       
Paul Simon                                                                                 

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 INDEX TO EXHIBITS TO REGISTRATION STATEMENT

                                                                [Download Table]

Exhibit                                                                        
Number                             Description of Document                     
-------                            -----------------------                     
                                                                               

4.1                  Restated Certificate of Incorporation of the Registrant   
                     (File No. 333-95561, Form 8-K dated March 7, 2001, filed  
                     April 26, 2001, Exhibit 3.1, which is incorporated herein 
                     by this reference).                                       

4.2                  By-Laws of the Registrant (File No. 333-95561,  Form 8-K  
                     dated November 13, 2000, filed November 27, 2000, Exhibit 
                     3.2, which is incorporated herein by this reference).     

4.3                  Chicago Mercantile Exchange Inc. Omnibus Stock Plan ((File
                     No. 333-95561, Form S-4 Registration Statement, Exhibit   
                     10.1, which is incorporated herein by this reference).    

5.1*                 Opinion of Sidley Austin Brown & Wood.                    

23.1                 Consent of Sidley Austin Brown & Wood (included in Exhibit
                     5.1 above).                                               

23.2*                Consent of Arthur Andersen LLP.                           

--------------------                                                            
*Filed herewith.                                                                

8 

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		5/4/01
		4/30/01		2					10-12G
		4/26/01		2		8			8-K
		3/31/01		1					10-K405,  10-Q
		3/7/01		2		8			8-K
		1/26/01		2					8-K/A
		12/31/00		2					10-K405
		11/27/00		8					8-K
		11/13/00		2		8			8-K,  8-K/A
									List all Filings