As filed with the Securities and Exchange Commission on October 19, 2005
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under The Securities Act of 1933
CBOT Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 6200 | 36-4468986 | ||
| (State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
141 West Jackson Boulevard
Chicago, Illinois 60604
(312) 435-3500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Carol A. Burke
Executive Vice President and General Counsel
CBOT Holdings, Inc. and
Board of Trade of the City of Chicago, Inc.
141 West Jackson Boulevard
Chicago, Illinois 60604
(312) 435-3500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Joseph P. Gromacki Jenner & Block LLP One IBM Plaza Chicago, Illinois 60611 (312) 222-9350 |
Richard A. Drucker Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
Approximate date of commencement of proposed sale to public: As promptly as practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, 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. x File No. 333-124730
If this form is a post-effective amendment filed pursuant to Rule 462(c) 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. ¨
If delivery of this prospectus is expected to be made pursuant to Rule 434, check the following box. ¨
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee |
|||||
| Class A common stock, $0.001 par value per share (including associated preferred share purchase rights issued in connection with the shareholder rights plan) |
$ | 25,691,448 | $ | 3,024 | (3) | ||
| (1) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act. |
| (2) | Includes shares that the underwriters have the option to purchase to cover over-allotments, if any. |
| (3) | The registrant previously registered an aggregate of $172,500,000 of Class A common stock (including the related rights) on a registration statement on Form S-1 (File No. 333-124730) and in connection therewith paid a filing fee of $20,304. |
This registration statement shall become effective upon filing with the Commission in accordance with Rule 462(b) under the Securities Act of 1933.
EXPLANATORY NOTE
This registration statement is being filed by CBOT Holdings, Inc. pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). The contents of the registration statement on Form S-1 (File No. 333-124730), including the exhibits thereto, which was declared effective by the Commission on October 18, 2005, are incorporated by reference into this registration statement in their entirety and are deemed to be a part of this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant 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 October 19, 2005.
| CBOT HOLDINGS, INC. | ||
| By: | /S/ CAROL A. BURKE | |
| Carol A. Burke | ||
| Executive Vice President and General Counsel | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on October 19, 2005 in the capacities indicated.
| Signature |
Title | |
| * Bernard W. Dan |
President and Chief Executive Officer and Director (Principal Executive Officer) | |
| * Glen M. Johnson |
Chief Financial Officer (Principal Financial Officer) | |
| * Jill A. Harley |
Chief Accounting Officer (Principal Accounting Officer) | |
| * Charles P. Carey |
Chairman of the Board | |
| * Robert F. Corvino |
Vice Chairman of the Board | |
| * John E. Callahan |
Director | |
| * James E. Cashman |
Director | |
| * Mark E. Cermak |
Director | |
| * Jackie Clegg |
Director | |
| * Brent M. Coan |
Director | |
| * James A. Donaldson |
Director | |
| * Larry G. Gerdes |
Director | |
| Signature |
Title | |
| * James P. McMillin |
Director | |
| * Nickolas J. Neubauer |
Director | |
| * C.C. Odom, II |
Director | |
| * M.B. Oglesby, Jr. |
Director | |
| * Frank S. Serrino |
Director | |
| * Michael D. Walter |
Director | |
| * Charles M. Wolin |
Director | |
| *By: |
/S/ CAROL A. BURKE Carol A. Burke Attorney-in-Fact |
|||
EXHIBIT INDEX
All exhibits filed with or incorporated by reference in Registration Statement No. 333-124730 are incorporated by reference into, and shall be deemed part of, this registration statement, except the following, which is filed herewith.
| Exhibit Number |
Description | |
| 23.1 | Consent of Deloitte & Touche LLP. | |
[Deloitte Logo]
Exhibit 23.1
| Deloitte & Touche USA LLP 111 S. Wacker Drive Chicago, IL 60606-4301 USA Tel: + 1 312 486 1000 Fax: +1 312 486 1486 www.deloitte.com |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 2, 2005, September 1, 2005 as to Note 14 (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement described in Note 14), relating to the consolidated financial statements of the Board of Trade of the City of Chicago, Inc. and its subsidiaries, contained in Registration Statement No. 333-124730 of CBOT Holdings, Inc. on Form S-1.
/s/ Deloitte & Touche LLP
October 19, 2005
| Member of Deloitte Touche Tohmatsu |