UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITY
EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 15, 2006
(Exact
name of registrant as specified in its charter)
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Kentucky
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0-1469
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61-0156015
|
|
(State
of incorporation)
|
(Commission
file number)
|
(IRS
Employer Identification No.)
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700
Central Avenue, Louisville, Kentucky 40208
(Address
of principal executive offices)
(Zip
Code)
(502)
636-4400
(Registrant's
telephone number, including area code)
Check
the
appropriate box below if the Form 8-K is intended to simultaneously satisfy
the
filing obligation of the registrant under any of the following
provisions:
[
] Written
communications pursuant to Rule 425 under the Securities Act (18 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
1.01.
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ENTRY
INTO A MATERIAL DEFINITIVE
AGREEMENT
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(1)
On
March 9, 2006, the Board of Directors of Churchill Downs Incorporated (the
“Company”) adopted a proposal to amend the 2004 Restricted Stock Plan (as
amended, the “Restricted Stock Plan”) to increase the aggregate number of shares
of Common Stock available for issuance thereunder from 195,000 to 315,000
shares, subject to approval by the Company’s shareholders, which was obtained at
the Company’s annual meeting held June 15, 2006. The
Restricted Stock Plan aids the Company and its subsidiaries in securing and
retaining directors and key employees of outstanding ability and provides
additional motivation to such directors and employees to exert their best
efforts of behalf of the Company and its subsidiaries. The Restricted Stock
Plan
permits the award of Common Stock to directors and key employees, including
officers, of the Company and its subsidiaries who are from time to time
responsible for the management, growth and protection of the business of the
Company and its subsidiaries.
The
description of the Restricted Stock Plan contained herein is qualified in its
entirety by reference to the full text of the Restricted Stock Plan, which
is
attached to this Current Report on Form 8-K as Exhibit 10.1, and is
incorporated by reference into this Item 1.01.
(2)
On
March 28, 2006, the Compensation Committee of the Board of Directors of the
Company approved certain objective performance goals pursuant to which the
President and Chief Executive Officer of the Company, Thomas H. Meeker and
the
Executive Vice President, General Counsel and Chief Development Officer of
the
Company, William C. Carstanjen, may receive a bonus award for fiscal year 2006
under the Churchill Downs Incorporated Amended and Restated Incentive
Compensation Plan (1997) (the “Plan”). The performance goals set by the
Compensation Committee include the attainment of a pre-tax income target for
the
Company and certain additional objective performance goals related to the
Company’s property, its asset utilization strategy, the development of its
business, the character of its operations and product offerings, the development
of strategic management positions, and a management succession plan. The
ultimate bonus award to Mr. Meeker and Mr. Carstanjen will be determined by
the
extent to which each achieves each of the applicable performance goals. The
Compensation Committee retains the discretion to award less than the maximum
available based upon its determination of Mr. Meeker’s and Mr. Carstanjen’s
performance in meeting the applicable performance goals.
The
maximum dollar amount of bonus that may be awarded to Mr. Meeker under the
performance goals established by the Compensation Committee is $1,001,160.
The
maximum dollar amount of bonus that may be awarded to Mr. Carstanjen under
the
performance goals is $384,000.
The
shareholders of the Company approved these goals at the Company’s annual meeting
held June 15, 2006, and as a result, the compensation payable to Mr. Meeker
and
Mr. Carstanjen under the Plan for fiscal year 2006 will qualify as
performance-based compensation under Internal Revenue Code §162(m) which will
allow the Company to take a tax deduction in the amount of such
compensation.
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ITEM
9.01.
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FINANCIAL
STATEMENTS AND EXHIBITS
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EXHIBIT
INDEX
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Numbers
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Description
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10.1
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Churchill
Downs Incorporated 2004 Restricted Stock Plan, as Amended
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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CHURCHILL
DOWNS INCORPORATED
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|
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June
21, 2006
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/s/ Michael E. Miller |
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Michael
E. Miller
Executive
Vice President and Chief Financial
Officer
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CHURCHILL
DOWNS INCORPORATED
2004
RESTRICTED STOCK PLAN, AS AMENDED
1. PURPOSE
OF PLAN
The
Churchill Downs Incorporated 2004 Restricted Stock Plan (the “Plan”) is
established by Churchill Downs Incorporated (the “Company”) to aid the Company
and its subsidiaries in securing and retaining directors and key employees
of
outstanding ability and to provide additional motivation to such directors
and
employees to exert their best efforts on behalf of the Company and its
subsidiaries. The Company expects that it will benefit from the added interest
that such directors and employees will have in the welfare of the Company as
a
result of their ownership or increased ownership of the Company’s Common
Stock.
2. STOCK
SUBJECT TO THE PLAN
The
shares that may be awarded under the Plan shall be the Common Stock, no par
value, of the Company. The maximum number of shares of Common Stock that may
be
awarded hereunder (subject to any adjustments as provided below) shall not
in
the aggregate exceed three hundred fifteen thousand (315,000) shares. Shares
that are forfeited as a result of a participant’s termination of employment or
service as a director or withheld to satisfy applicable tax requirements shall
again become available for award under the Plan.
3. ADMINISTRATION
The
Plan
shall be administered by those members, not less than two, of the Compensation
Committee of the Board of Directors, each of whom is a “non-employee director”
as defined in Rule 16b-3 of the General Rules and Regulations under the
Securities Exchange Act of 1934, as amended (the “Committee”).
The
Committee shall have full power and authority, in its sole discretion subject
to
the provisions of the Plan, and the sole authority, to (i) award shares under
the Plan; (ii) consistent with the Plan, determine the provisions of the shares
to be awarded and the restrictions and other terms and conditions applicable
to
each award of shares under the Plan; (iii) construe and interpret the Plan
and
the instruments evidencing the restrictions imposed upon stock awarded under
the
Plan and the shares awarded under the Plan; (iv) adopt, amend and rescind rules
and regulations for the administration of the Plan; and (v) generally administer
the Plan and make all determinations in connection therewith that may be
necessary or advisable in the Committee’s sole discretion, and all such actions
of the Committee shall be binding upon all participants. Committee decisions
and
selections shall be made by a majority of its members present at a meeting
at
which a quorum is present, and shall be final, binding and conclusive upon
all
persons. Any decision or selection reduced to writing and signed by all of
the
members of the Committee shall be as fully effective as if it had been made
at a
meeting duly held. The officers of the Company shall cause the Company to
perform its obligations under the Plan in accordance with the determinations
of
the Committee. The Committee’s construction, interpretation and administration
of the Plan, including the terms and conditions of shares awarded under the
Plan, its determinations with respect to such awards and its selection of
eligible directors and employees to whom such awards are made, need not be
uniform and may be made selectively among participants under the Plan and
directors and employees (whether or not such persons are similarly
situated).
4. ELIGIBILITY
Directors
and key employees, including officers, of the Company and its subsidiaries
who
are from time to time responsible for the management, growth and protection
of
the business of the Company and its subsidiaries shall be eligible for awards
of
stock under the Plan. The directors and employees who shall receive awards
under
the Plan shall be selected from time to time by the Committee, in its sole
discretion, from among those eligible, and the Committee shall determine, in
its
sole discretion, the number of shares to be awarded to each such director and
employee selected. Members of the Committee shall not be precluded from
receiving awards under the Plan during their service on the Committee. Directors
and employees selected by the Committee to receive awards of stock hereunder
are
hereinafter referred to as “Eligible Recipients”
5. RIGHTS
WITH RESPECT TO SHARES
Subject
to the terms, conditions and restrictions contained in the Plan and in the
instrument under which an award is made by the Committee, an Eligible Recipient
to whom an award of Common Stock is made hereunder shall have, after delivery
to
the Company or its designee of a certificate or certificates for such stock
to
be held in escrow on such Eligible Recipient’s behalf, all rights of ownership
with respect to such stock, including, without limitation, the right to vote
the
same, receive any dividends paid thereon and purchase any securities pursuant
to
that certain Rights Agreement dated as of March 19, 1998, between the Company
and National City Bank (as successor Rights Agent to The Fifth Third Bank),
as
amended, and as the same may be amended, modified or supplemented from time
to
time.
6. INVESTMENT
REPRESENTATION
If
the
shares of Common Stock that have been awarded to an Eligible Recipient pursuant
to the terms of the Plan are not registered under the Securities Act of 1933,
as
amended, pursuant to an effective registration statement, such Eligible
Recipient , if the Committee shall deem it advisable, may be required to
represent and agree in writing (i) that any shares of Common Stock acquired
by
employee pursuant to the Plan will not be sold except pursuant to an effective
registration statement under the Securities Act of 1933, as amended, or pursuant
to an exemption from registration under such Act, and (ii) that such director
or
employee has acquired such shares of Common Stock for the participant’s own
account and not with a view to the distribution thereof.
7. CASH
BONUSES
If
the
Committee so determines in its sole and exclusive discretion, the Company may
make a cash payment or payments to an Eligible Recipient in connection with
an
award of Common Stock hereunder, the lapse of restrictions imposed thereon
or
the payment by the Eligible Recipient of any taxes related thereto.
8. RESTRICTIONS
(a) Terms,
Conditions and Restrictions.
In
addition to such other terms, conditions and restrictions as may be imposed
by
the Committee and contained in the instrument under which awards of Common
Stock
are made pursuant to the Plan, (i) no Common Stock so awarded shall be
restricted for a period (the “Restriction Period”) of less than six months or
more than ten years unless otherwise specified by the Committee; and (ii) except
as provided in paragraph (e) below, an Eligible Recipient of the award who
is an
employee of the Company shall remain in the employ of the Company or its
subsidiaries during the Restriction Period or otherwise forfeit all right,
title
and interest in and to the shares subject to such restrictions.
(b) Transferability
Restriction.
No
share awarded under the Plan shall be sold, assigned, transferred, pledged,
hypothecated or otherwise disposed of during the Restriction Period applicable
thereto.
(c) Agreements;
Stock Legend.
As a
condition to the grant of an award under the Plan, each Eligible Recipient
shall
execute and deliver to the Company an agreement in form and substance
satisfactory to the Committee reflecting the conditions and restrictions imposed
upon the Common Stock awarded. Certificates for shares of Common Stock delivered
pursuant to such awards may, if the Committee so determines, bear a legend
referring to the restrictions and the instruments to which such awards are
subject.
(d) Additional
Conditions.
In the
agreement evidencing awards or otherwise, the Committee may impose such other
and additional terms, conditions and restrictions upon the award as it, in
its
sole discretion, deems appropriate, including, without limitation: (i) that
the
Company shall have the right to deduct from payments of any kind due to the
Eligible Recipient any federal, state or local taxes of any kind required by
law
to be withheld with respect to the shares awarded or the payment of related
cash
bonuses; and (ii) that the Eligible Recipient enter into a covenant not to
compete with the business of the Company and its subsidiaries during the period
of the Eligible Recipient’s employment or service as a director, as the case may
be, and for a reasonable time thereafter.
(e) Lapse
of Restrictions.
The
restrictions imposed under paragraph (a) above shall terminate with respect
to
the shares of Common Stock to which they apply on the earliest to occur of
the
following, except no restrictions shall lapse less than six months from the
date
of award in the event of (i), (ii), (iii) and (iv) below, unless otherwise
specified by the Committee:
(i) The
expiration of the Restriction Period;
(ii) The
retirement of an Eligible Recipient who is an employee at or after age
60;
(iii) The
Eligible Recipient’s total and permanent disability;
(iv) The
Eligible Recipient’s death;
(v) A
Change
in Control (as defined below) of the Company; or
(vi)
The
acceleration of the termination of
such restrictions on such terms and conditions as the
Committee may establish in its sole
discretion.
Certificates
for shares of Common Stock with respect to which restrictions have lapsed as
provided above shall, upon lapse thereof, be released from escrow and delivered
to the Eligible Recipient, or, in the event of the Eligible Recipient’s death,
to the Eligible Recipients’ personal representative. Any stock legend referring
to the restrictions imposed hereunder shall thereupon be removed.
(f) Change
in Control.
For
purposes of the Plan, a “Change of Control” shall mean the first to occur of the
following events:
(i) the
acquisition by any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of
Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either the
then-outstanding voting securities of the Company (the “Outstanding Company
Common Stock”) or the combined voting power of the then-outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”);
(ii) individuals
who, as of the date of adoption of the Plan, constitute the Board of Directors
of the Company (the “Incumbent Board”) cease for any reason to constitute at
least a majority of the Board of Directors; provided, however, that any
individual becoming a director subsequent to the date of adoption of the Plan
whose election, or nomination for election by the Company’s shareholders, was
approved by a vote of at least a majority of the directors then comprising
the
Incumbent Board shall be considered as though such individual were a member
of
the Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of
a
Person other than the Board of Directors; or
(iii) consummation
of a reorganization, merger or consolidation or sale or other disposition of
all
or substantially all of the assets of the Company or the acquisition of assets
of another entity (a “Corporate Transaction”), in each case, unless, immediately
following such Corporate Transaction, (i) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities
immediately prior to such Corporate Transaction beneficially own, directly
or
indirectly, more than 60% of, respectively, the then-outstanding shares of
Common Stock and the combined voting power of the then-outstanding voting
securities entitled to vote generally in the election of directors, as the
case
may be, of the Company resulting from such Corporate Transaction (including,
without limitation, an entity which as a result of such transaction owns the
Company or all or substantially all of the Company’s assets either directly or
through one or more subsidiaries) in substantially the same proportions as
their
ownership, immediately prior to such Corporate Transaction, of the Outstanding
Company Common Stock and Outstanding Company Voting Securities, as the case
may
be, (ii) no Person (excluding any employee benefit plan (or related trust)
of
the Company or such entity resulting from such Corporate Transaction)
beneficially owns, directly or indirectly, 20% or more of, respectively, the
then Outstanding Company Common Stock resulting from such Corporate Transaction
or the Outstanding Company Voting Securities resulting from such Corporate
Transaction, except to the extent that such ownership existed prior to the
Corporate Transaction, and (iii) at least a majority of the members of the
Board
of Directors of the Company resulting from the Corporate Transaction were
members of the Incumbent Board at the time of the execution of the initial
plan
or action of the Board of Directors providing for such Corporate Transaction;
or
(iv) approval
by the shareholders of the Company of a complete liquidation or dissolution
of
the Company.
Notwithstanding
the foregoing, actions taken in compliance with that certain Stockholder’s
Agreement dated as of September 8, 2000, among the Company, Duchossois
Industries, Inc. and subsequent signatories thereto, as amended, modified or
supplemented from time to time, shall not be deemed a Change in
Control.
In
addition, if the Company enters into an agreement or series of agreements or
the
Board of Directors of the Company adopts a resolution that results in the
occurrence of any of the foregoing events, and the employment of an Eligible
Recipient who is an employee or the service of an Eligible Recipient who is
a
director is terminated after the entering into of such agreement or series
of
agreements or the adoption of such resolution, then, upon the termination of
such Eligible Recipient’s employment or service as a director, as the case may
be, a Change of Control shall be deemed to have retroactively occurred on the
date of entering into of the earliest of such agreements or the adoption of
such
resolution.
9. CHANGES
IN CAPITAL
If
the
outstanding Common Stock of the Company subject to the Plan shall at any time
be
changed or exchanged by declaration of a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation or other
corporate reorganization, an appropriate adjustment shall be made in the number
and kind of shares that have been awarded pursuant to the Plan and are subject
to restrictions imposed by the Plan and that may thereafter be awarded
hereunder.
10. MISCELLANEOUS
(a) No
Right to Receive Award.
Nothing
in the Plan shall be construed to give any director or employee of the Company
or a subsidiary of the Company any right to receive an award under the
Plan.
(b) Additional
Shares Received with Respect to Restricted Stock.
Any
shares of Common Stock or other securities of the Company received by an
Eligible Recipient as a stock dividend on, or as a result of stock splits,
combinations, exchanges of shares, reorganizations, mergers, consolidations
or
otherwise with respect to, shares of Common Stock received pursuant to an award
hereunder shall have the same status, be subject to the same restrictions and
bear the same legend, if any, as the shares received pursuant to the original
award.
(c) No
Effect on Employment Rights, Etc.
Nothing
in the Plan or in the instruments evidencing the grant of an award hereunder
shall in any manner be construed to limit in any way the right of the Company
or
a subsidiary of the Company to terminate any person’s employment or the right of
the shareholders to remove any director at any time, or give any right to any
person to be or remain employed by, or to serve as a director of, the Company
or
a subsidiary of the Company.
11. EFFECTIVE
DATE OF PLAN
The
Plan
shall become effective when approved by the Board of Directors of the Company,
subject to approval by the shareholders of the Company at its 2004 annual
shareholders’ meeting or a special meeting duly called and held.
12. AMENDMENTS
The
Plan
may be amended at any time or from time to time by the Committee; provided,
however, that no such amendment shall, without the further approval of the
Board
of Directors:
(i) Except
as
provided in paragraph 9 of the Plan, increase the maximum number of shares
reserved for purposes of the Plan;
(ii) Extend
the duration of the Plan;
(iii) Materially
increase the benefits accruing to participants under the Plan; or
(iv) Modify
the eligibility requirements of paragraph 4 of the Plan.
Neither
shall any amendment or alteration impair the rights of any participant during
the Restriction Period without such participant’s consent. Amendments to the
Plan may be subject to approval by the shareholders of the Company pursuant
to
applicable federal or state securities laws or rules adopted by NASDAQ or any
other stock exchange on which shares of the Company’s Common Stock may be listed
from time to time.
13. DURATION,
SUSPENSION AND TERMINATION
The
Plan
shall terminate and no further stock shall be awarded hereunder after January
1,
2014. In addition, the Committee may suspend or terminate the Plan at any time
prior thereto. The suspension or termination of the Plan shall not, however,
affect any restriction previously imposed or restricted stock awarded pursuant
to the Plan.
14. COMPLIANCE
WITH SECTION 16(B)
The
Plan
is intended to comply with all applicable conditions of Rule 16b-3 of the
General Rules and Regulations under the Securities Exchange Act of 1934, as
amended. All transactions involving the Company’s executive officers are subject
to such conditions, regardless of whether the conditions are expressly set
forth
in the Plan. Any provision of the Plan that is contrary to a condition of Rule
16b-3 shall not apply to executive officers of the Company.
15. SEVERABILITY
The
invalidity or unenforceability of any provision of the Plan or any stock awarded
hereunder shall not affect the validity and enforceability of the remaining
provisions of the Plan and any stock awarded hereunder. The invalid or
unenforceable provision shall be stricken to the extent necessary to preserve
the validity and enforceability of the Plan and the stock awarded
hereunder.
16. GOVERNING
LAW
The
Plan
shall be governed by the laws of the Commonwealth of Kentucky.