AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 9, 2003
REGISTRATION NO. 333-104804
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 36-4459170
- ------------------------------------ -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
30 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 930-1000
(Address of Principal Executive Offices)
AGREEMENT BETWEEN
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC. AND
JAMES J. MCNULTY
(Full Title of Plan)
KATHLEEN M. CRONIN, ESQ.
MANAGING DIRECTOR, GENERAL COUNSEL AND CORPORATE SECRETARY
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
30 SOUTH WACKER DRIVE
CHICAGO, ILLINOIS 60606
(312) 930-1000
(Name, Address and Telephone Number,
including Area Code, of Agent for Service)
Copy to:
RODD M. SCHREIBER, ESQ.
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
AMOUNT TO PROPOSED MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SHARES BE REGISTERED OFFERING PRICE OFFERING PRICE REGISTRATION
TO BE REGISTERED (1) PER SHARE (2) (2) FEE
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Class A Common Stock, par value $.01 per share 10,000 $71.28 $712,800 $58
(including rights to acquire Series A Junior
Participating Preferred Stock pursuant to our
rights plan)
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(1) Represents shares of our Class A common stock issuable upon exercise of a portion of the Class B portion of
the option Mr. McNulty received under his employment agreement, together with an indeterminate number of
shares of our Class A common stock that may become issuable under Mr. McNulty's employment agreement as a
result of a stock split, stock dividend or similar adjustment of the outstanding shares of our Class A common
stock. In accordance with Rule 416 under the Securities Act of 1933, as amended, such indeterminable number of
additional shares as may be issuable as a result of such adjustments are also registered hereby.
(2) Estimated solely for the purpose of calculating the amount of the registration fee, pursuant to Rule 457(c) of
the Securities Act of 1933, as amended, based upon the average of the high and low prices of our Class A
common stock on September 8, 2003, as reported on the New York Stock Exchange.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (the "Amendment") to the
Registration Statement on Form S-8 (Registration No. 333-104804) (the "Original
Registration Statement") of Chicago Mercantile Exchange Holdings Inc., a
Delaware corporation (the "Company"), is being filed by the Company to register
an additional 10,000 shares of the Company's Class A common stock, par value
$0.01 per share, issuable pursuant to the exercise of a portion of the Class B
portion of the option granted to the Company's Chief Executive Officer under his
employment agreement.
INCORPORATION OF PRIOR REGISTRATION STATEMENT BY REFERENCE
The Company hereby incorporates by reference into this Amendment the
contents of the Original Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
Exhibit
Number Description
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)
(included in Exhibit 5.1).
24.1* Power of Attorney.
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* Previously filed.
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 Post
Effective Amendment No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on September 9, 2003.
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
By /s/ Kathleen M. Cronin
-------------------------------------
Kathleen M. Cronin
Managing Director, General Counsel and
Corporate Secretary
Pursuant to the requirements of the Securities Act of 1933, this Post
Effective Amendment No. 1 to Registration Statement has been signed by the
following persons in the capacities indicated below on September 9, 2003.
SIGNATURE TITLE
* President and Chief Executive Officer
------------------------- and Director
James J. McNulty
* Chairman of the Board and Director
-------------------------
Terrence A. Duffy
* Managing Director and
-------------------------- Chief Financial Officer
David G. Gomach
* Managing Director and
-------------------------- Chief Accounting Officer
Nancy W. Goble
Director
--------------------------
Timothy R. Brennan
* Director
--------------------------
Martin J. Gepsman
Director
--------------------------
Daniel R. Glickman
Director
---------------------------
Scott Gordon
* Director
---------------------------
Bruce F. Johnson
Director
---------------------------
Gary M. Katler
* Director
---------------------------
Patrick B. Lynch
* Director
---------------------------
Leo Melamed
* Director
-----------------------------
William P. Miller II
Director
-----------------------------
John D. Newhouse
* Director
-----------------------------
James E. Oliff
* Director
-----------------------------
William G. Salatich, Jr.
* Director
-----------------------------
John F. Sandner
* Director
-----------------------------
Terry L. Savage
* Director
-----------------------------
Myron S. Scholes
* Director
-----------------------------
William R. Shepard
* Director
-----------------------------
Howard J. Siegel
* Director
-----------------------------
David J. Wescott
* By: /s/ Kathleen M. Cronin
----------------------------------------
Kathleen M. Cronin, as attorney-in-fact
INDEX TO EXHIBITS
Exhibit
Number Description
5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois).
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois)
(included in Exhibit 5.1).
24.1* Power of Attorney.
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* Previously filed.
Exhibit 5.1
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Chicago, Illinois 60606
September 9, 2003
Chicago Mercantile Exchange Holdings Inc.
30 South Wacker Drive
Chicago, Illinois 60606
Re: Chicago Mercantile Exchange Holdings Inc.
Post Effective Amendment No. 1 to
Registration Statement on Form S-8
-----------------------------------------
Ladies and Gentlemen:
We have acted as special counsel to Chicago Mercantile
Exchange Holdings Inc., a Delaware corporation (the "Company"), in connection
with the registration of 10,000 shares (the "Shares") of the Company's Class A
common stock, par value $.01 per share (the "Common Stock"), which are issuable
upon exercise of stock options granted under the Agreement, dated February 7,
2000, between the Company and James J. McNulty, as amended (the "Agreement").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
In rendering the opinions set forth herein, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of
(i) the Company's Registration Statement on Form S-8 (Registration No.
333-104804) as filed with the Securities and Exchange Commission (the
"Commission") on April 29, 2003 under the Act; (ii) a draft of Post Effective
Amendment No. 1 to the Registration Statement, to be filed with the Commission
on the date hereof under the Act (such Registration Statement, as so amended,
being hereinafter referred to as the "Registration Statement"); (iii) a
specimen certificate representing the Common Stock; (iv) the Amended and
Restated Certificate of Incorporation of the Company, as amended to date and
currently in effect; (v) the Amended and Restated By-Laws of the Company, as
amended to date and currently in effect; and (vi) the Agreement. We also have
examined originals or copies, certified or otherwise identified to our
satisfaction, of such records of the Company and such agreements, certificates
of public officials, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies and
the authenticity of the originals of such latter documents. In making our
examination of executed documents, we have assumed that the parties thereto,
other than the Company, had the power, corporate or other, to enter into and
perform all obligations thereunder and have also assumed the due authorization
by all requisite action, corporate or other, and the execution and delivery by
such parties of such documents and the validity and binding effect thereof on
such parties. As to any facts material to the opinions expressed herein that we
did not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and others
and of public officials.
Members of our firm are admitted to the bar in the State of
Illinois, and we do not express any opinion as to the laws of any jurisdiction
other than the General Corporation Law of the State of Delaware, and we do not
express any opinion as to the effect of any other laws on the opinions stated
herein.
Based upon and subject to the foregoing, we are of the
opinion that when (i) the Registration Statement becomes effective under the
Act; and (ii) certificates representing the Shares to be issued under the
Agreement in the form of the specimen certificate examined by us have been
manually signed by an authorized officer of the transfer agent and registrar
for the Common Stock and registered by such transfer agent and registrar, and
have been delivered and paid for in accordance with the terms and conditions of
the Agreement, the issuance and sale of such Shares will have been duly
authorized, and such Shares will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. In giving this consent,
we do not thereby admit that we are included in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission.
Very truly yours,
/s/ Skadden, Arps, Slate, Meagher & Flom (Illinois)
Skadden, Arps, Slate, Meagher & Flom (Illinois)
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Post Effective
Amendment No. 1 to Registration Statement (Form S-8 No. 333-104804) of our
report dated January 28, 2003, with respect to the consolidated financial
statements and schedules of Chicago Mercantile Exchange Holdings Inc. included
in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Chicago, Illinois
September 9, 2003
