UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Championship Auto Racing Teams, Inc.
------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 38-3389456
-------- ----------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
5350 Lakeview Parkway South Drive, Indianapolis, Indiana 46268
--------------------------------------------------------------
(Address of principal executive offices, with zip code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
------------------- ------------------------------
Common Stock, $.01 par value per share New York Stock Exchange
Rights to Purchase Common Stock New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ X ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form relates:
__________(if applicable). [ ]
Securities to be registered pursuant to Section 12(g) of the Act:
None
-------------------------------------------------------
(Title of class)
-------------------------------------------------------
(Title of class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. Reference is
hereby made to Registrant's Registration Statement on Form S-1 (file No.
333-43141), as filed with the Securities and Exchange Commission on December 23,
1997, as amended, and particularly to the descriptions of the Rights Agreement
set forth under the caption "Description of Capital Stock -- Rights Agreement"
beginning on page 49 thereof. Such Registration Statement, as amended, is hereby
incorporated by reference herein.
The Amended and Restated Rights Agreement, as amended (the "Rights Agreement"),
has been further amended with respect to the Agreement and Plan of Merger, dated
as of September 10, 2003, by and among Open Wheel Racing Series LLC, Open Wheel
Acquisition Corporation and the Company, as the same may be amended from time to
time (the "Merger Agreement"). The Rights Agreement provides that the occurrence
of (a) the adoption, approval, execution or delivery of the Merger Agreement,
(b) the public announcement of such adoption, approval, execution or delivery or
(c) the consummation of the Merger or any of the other transactions contemplated
or permitted by the Merger Agreement shall not, in each case, individually or
collectively, constitute a Distribution Date, a Shares Acquisition Date or any
other separation of the Rights from the underlying Common Shares, nor entitle or
permit the holders of the Rights to exercise the Rights or otherwise affect any
rights of the holders of the Rights, including giving the holders of the Rights
the right to acquire securities of any party to the Merger Agreement or any
party to the transactions contemplated thereby. (The defined terms used herein
and not otherwise defined have the meaning set forth in the Rights Agreement.)
ITEM 2. EXHIBITS.
List below all exhibits filed as a part of the registration statement:
The following exhibits are filed with this Registration Statement on Form 8-A
pursuant to the requirements of Section 12(b) of the Securities Exchange Act of
1934:
1. Rights Agreement, dated as of March 3, 1998, between Championship Auto Racing
Teams, Inc. and Norwest Bank Minnesota, National Association, including the form
of Rights Certificate (and form of assignment relating thereto) and the Summary
of Rights attached thereto as Exhibits A and B, respectively, incorporated by
reference to Exhibit 1 to the Form 8-A/A of the Company (file no. 1-13925).
2. Amended and Restated Rights Agreement dated October 16, 2002 between
Championship Auto Racing Teams, Inc. and Wells Fargo Minnesota, N.A., as Rights
Agent, including Exhibits A, B and C incorporated by reference to Exhibit 2 to
the Form 8-A/A of the Company filed with the Securities and Exchange Commission
on November 11, 2002.
3. Amendment no. 1 to Amended and Restated Rights Agreement dated July 2, 2003
between Championship Auto Racing Teams, Inc. and Wells Fargo Minnesota, N.A., as
Rights Agent, incorporated by reference to Exhibit 3 to the Form 8-A/A of the
Company filed with the Securities and Exchange Commission on September 4, 2003.
4. Amendment no. 2 to Amended and Restated Rights Agreement dated September 10,
2003 between Championship Auto Racing Teams, Inc. and Wells Fargo Minnesota,
N.A., as Rights Agent (filed herewith).
5. Registration Statement on Form S-1 dated December 23, 1997, filed with the
Securities and Exchange Commission, as amended.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
CHAMPIONSHIP AUTO RACING TEAMS, INC.
Date: September 19, 2003 By: /s/ Thomas L. Carter
----------------------
Thomas L. Carter
Chief Financial Officer