Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction — Form S-4
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-4/A Amendment No. 1 to Form S-4 7 45K
9: EX-10.10 Employment Agreement Dated December 10, 1999 11 24K
10: EX-10.11 Employment Agreement Executed September 8, 1999 8 24K
11: EX-10.12 Employment Agreement July 17, 1998 8 24K
12: EX-10.14 Lease Dated Dated November 11, 1983 28 74K
13: EX-10.15 Lease Dated March 31, 1988 92 306K
14: EX-10.16 Lease Dated May 11, 1981 100 369K
2: EX-10.2 Chgo Merchantile Exchange Senior Management Supp. 15 47K
3: EX-10.3 Chgo Merchantile Exchange Directors' Deferred 9 30K
Comp.
4: EX-10.4 Chgo Merchantile Exchange Supp. Executive 20 65K
Retirement
5: EX-10.5 Chgo Merchantile Supp. Executive Retirement Trust 13 38K
6: EX-10.6 Agreement Between Chgo Merchantile & T. Eric 19 48K
Kilcollin
7: EX-10.7 Separation Agreement & General Release 10 29K
8: EX-10.9 Employment Agreement Dated October 27, 1998 13 34K
As filed with the Securities and Exchange Commission on February 24, 2000
Registration No. 333-95561
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
Amendment No.1
to
FORM S-4
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
___________
CHICAGO MERCANTILE EXCHANGE INC.
(Exact name of registrant as specified in its charter)
___________
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Delaware 6231 36-4340266
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
30 South Wacker Drive
Chicago, Illinois 60606
(312) 930-1000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Craig S. Donohue, Esq.
Senior Vice President and General Counsel
30 South Wacker Drive
Chicago, Illinois 60606
(312) 930-1000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
copies to:
Richard W. Astle, Esq.
Sidley & Austin
Bank One Plaza -- 10 South Dearborn Street
Chicago, Illinois 60603
(312) 853-7270
___________
Approximate date of commencement of proposed sale to the public: As
promptly as practicable after this Registration Statement becomes effective and
the satisfaction or waiver of certain other conditions under the Agreement and
Plan of Merger described herein.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. 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
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 Certificate
of Incorporation provides, as permitted by the 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.
Item 21. Exhibits and Financial Statement Schedules
(a) Exhibits
The following is a list of Exhibits included as part of this
Registration Statement. The Registrant agrees to furnish
supplementally a copy of any omitted schedule to the Securities and
Exchange Commission upon request.
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Exhibit
Number Description of Exhibit
------ ----------------------
2.1* Form of Agreement and Plan of Merger dated as of _______, 2000 between Chicago Mercantile Exchange and CME
Transitory Co. (included as Exhibit B to the Proxy Statement/Prospectus).
2.2** Form of Agreement and Plan of Merger dated as of _______, 2000 between CME Transitory Co. and the Registrant
3.1* Certificate of incorporation of the Registrant
3.2* Amended and Restated Certificate of Incorporation (included as Annex A to the Proxy Statement/Prospectus)
3.3** By-laws of the Registrant
5.1** Opinion of Sidley & Austin regarding legality of securities being registered
8.1** Opinion of Sidley & Austin regarding tax matters
10.1** Chicago Mercantile Exchange Omnibus Stock Plan, effective February 7, 2000.
10.2 Chicago Mercantile Exchange Senior Management Supplemental Deferred Savings Plan, including First Amendment
thereto dated December 14, 1994, Second Amendment thereto dated December 8, 1998 and Administrative Guidelines
thereto.
10.3 Chicago Mercantile Exchange Directors' Deferred Compensation Plan, including First Amendment thereto dated
December 8, 1998.
10.4 Chicago Mercantile Exchange Supplemental Executive Retirement Plan, including First Amendment thereto dated
December 31, 1996, Second Amendment thereto dated January 14, 1998 and Third Amendment thereto dated December
__, 1998.
10.5 Chicago Mercantile Exchange Supplemental Executive Retirement Trust, including First Amendment thereto dated
September 7, 1993.
10.6 Agreement dated March 21, 1997 between Chicago Mercantile Exchange and T. Eric Kilcollin.
10.7 Separation Agreement and General Release, executed December 31, 1998 between T. Eric Kilcollin and Chicago
Mercantile Exchange.
10.8** Agreement dated February 7, 2000 between Chicago Mercantile Exchange and James J. McNulty.
10.9 Employment Agreement dated October 27, 1998 between Chicago Mercantile Exchange and Frederick Arditti, and
First Amendment thereto dated October 27, 1998 and Second Amendment thereto dated October 27, 1998.
10.10 Employment Agreement dated December 10, 1999 between Chicago Mercantile Exchange and Gerald D. Beyer.
10.11 Employment Agreement, executed September 8, 1999 between Chicago Mercantile Exchange and Phupinder Gill.
10.12 Employment Agreement dated July 17, 1998 between Chicago Mercantile Exchange and William Jenks
10.13** License Agreement, effective as of September 24, 1997 between Standard & Poor's, a Division of The McGraw-Hill
Companies, Inc., and Chicago Mercantile Exchange.
10.14 Lease dated as of November 11, 1983 between Chicago Mercantile Exchange Trust (successor to CME Real Estate
Co. of Chicago, Illinois) and Chicago Mercantile Exchange, including amendment thereto dated as of December 6,
1989.
10.15 Lease dated March 31, 1988 between EOP -- 10 & 30 South Wacker, L.L.C., as beneficiary of a land trust dated
October 1, 1997 and known as American National Bank and Trust Company of Chicago Trust No. 123434 (as successor
in interest to American National Bank and Trust Company of Chicago, not individually but solely as trustee
under Trust Agreement dated June 2, 1981 and known as Trust No. 51234) and Chicago Mercantile Exchange relating
to 10 South Wacker Drive, including First Amendment thereto dated as of November 1, 1999.
10.16 Lease dated May 11, 1981 between EOP -- 10 & 30 South Wacker, L.L.C., as beneficiary of a land trust dated
October 1, 1997 and known as American National Bank and Trust Company of Chicago Trust No. 123434-06 (as
successor in interest to American National Bank and Trust Company of Chicago, not individually but solely as
trustee under Trust Agreement dated March 20, 1980 and known as Trust No. 48268) and Chicago Mercantile
Exchange relating to 30 South Wacker Drive, including First Amendment thereto dated as of February 1, 1982,
Second Amendment thereto dated as of April 26, 1982, Third Amendment thereto dated as of June 29, 1982, Fourth
Amendment thereto dated as of July 28, 1982, Fifth Amendment thereto dated as of October 7, 1982, Sixth
Amendment thereto dated as of July 5, 1983, Seventh Amendment thereto dated as of September 19, 1983, Eighth
Amendment thereto dated as of October 17, 1983, Ninth Amendment thereto dated as of December 3, 1984, Tenth
Amendment thereto dated as of March 16, 1987, Eleventh Amendment thereto dated as of January 1, 1999, Twelfth
Amendment thereto dated as of June 30, 1999.
23.1** Consent of Sidley & Austin (included in Exhibit 5.1)
23.2* Consent of Arthur Andersen LLP
24.1* Form of Power of Attorney executed by Directors of Registrant
27.1* Financial Data Schedule
99.1* Form of proxy
______________________
* Previously filed.
** To be filed by amendment.
(b) Financial Statement Schedules
None.
Item 22. Undertakings.
The 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 Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(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.
(2) 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.
(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.
(4) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within
the meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be deemed
underwriters, in addition to the information called for by the other items
of the applicable form.
(5) That every prospectus: (i) that is filed pursuant to paragraph
(4) immediately preceding, or (ii) that purports to meet the requirements
of Section 10(a)(3) of the Act and is used in connection with an offering
of securities subject to Rule 415, will be filed as a part of an amendment
to the registration statement and will not be used until such amendment is
effective, and that, for purposes of determining any liability under the
Securities Act of 1933, each such
2
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.
(6) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this
form, within one business day of receipt of such request, and to send the
incorporated documents by first class mail or other equally prompt means.
This includes information contained in documents filed subsequent to the
effective date of the registration statement through the date of responding
to the request.
(7) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein,
that was not the subject of and included in the registration statement when
it became effective.
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.
3
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant has duly
caused this Amendment No. 1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on February 24, 2000.
CHICAGO MERCANTILE EXCHANGE INC.
By: /s/ M. Scott Gordon
-------------------------------------
M. Scott Gordon
Chairman of the Board
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 24th day of February, 2000.
Name Title
---- -----
M. Scott Gordon Chairman of the Board and Director
---------------------------
M. Scott Gordon (Chief Executive Officer)
David G. Gomach Senior Vice President and Chief Financial Officer
---------------------------
David G. Gomach (Principal Financial Officer)
Raymond C. Repede Vice President and Controller
---------------------------
Raymond C. Repede (Principal Accounting Officer)
* Director
---------------------------
H. Jack Bouroudjian
* Director
---------------------------
Timothy R. Brennan
* Director
---------------------------
Leslie Henner Burns
* Director
---------------------------
Jeffrey R. Carter
Director
---------------------------
E. Gerald Corrigan
* Director
---------------------------
Terrence A. Duffy
* Director
---------------------------
Rahm Emanuel
4
* Director
---------------------------
Martin J. Gepsman
* Director
---------------------------
Yra G. Harris
* Director
---------------------------
Robert L. Haworth
* Director
---------------------------
Bruce F. Johnson
Director
---------------------------
Gary M. Katler
* Director
---------------------------
Paul Kimball
* Director
---------------------------
Thomas A. Kloet
* Director
---------------------------
John W. Lacey
* Director
---------------------------
Leo Melamed
* Director
---------------------------
Merton H. Miller
* Director
---------------------------
William P. Miller II
* Director
---------------------------
Laurence E. Mollner
* Director
---------------------------
Patrick J. Mulchrone
* Director
---------------------------
John D. Newhouse
* Director
---------------------------
James E. Oliff
* Director
---------------------------
Mark G. Papadopoulos
* Director
---------------------------
Ward Parkinson
5
* Director
---------------------------
Robert J. Prosi
Director
---------------------------
David M. Pryde
* Director
---------------------------
Irwin Rosen
* Director
---------------------------
William G. Salatich, Jr.
* Director
---------------------------
John F. Sandner
* Director
---------------------------
Verne O. Sedlacek
* Director
---------------------------
Leon C. Shender
* Director
---------------------------
William R. Shepard
* Director
---------------------------
Howard J. Siegel
* Director
---------------------------
David I. Silverman
* Director
---------------------------
Jeffrey L. Silverman
* Director
---------------------------
Paul Simon
* By: /s/ Craig S. Donohue
----------------------
Craig S. Donohue
Attorney-in-Fact
6
Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
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This ‘S-4/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
Filed on: | | 2/24/00 | | 1 | | 5 | | | None on these Dates |
| | 2/7/00 | | 2 |
| | 12/10/99 | | 2 |
| | 11/1/99 | | 2 |
| | 9/8/99 | | 2 |
| | 6/30/99 | | 2 |
| | 1/1/99 | | 2 |
| | 12/31/98 | | 2 |
| | 12/8/98 | | 2 |
| | 10/27/98 | | 2 |
| | 7/17/98 | | 2 |
| | 1/14/98 | | 2 |
| | 10/1/97 | | 2 |
| | 9/24/97 | | 2 |
| | 3/21/97 | | 2 |
| | 12/31/96 | | 2 |
| | 12/14/94 | | 2 |
| | 9/7/93 | | 2 |
| List all Filings |
3 Subsequent Filings that Reference this Filing
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