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.
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(Exact name of registrant as specified in its charter)
Delaware 38-3389456
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
5350 Lakeview Parkway South Drive, Indianapolis, Indiana 46268
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(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
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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
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(Title of class)
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(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 Rights Agreement has been amended and restated to permit a Person, together
with all Affiliates or Associates of such Person, to temporarily become the
Beneficial Owner of a number of Common Shares which would otherwise result in
such Person becoming an Acquiring Person as a result of any agreement,
arrangement or understanding with another Person if (i) the Board of Directors
concludes such agreement, arrangement or understanding facilitates the
submission of a proposal for a negotiated business combination in response to an
invitation from the Company and (ii) within two (2) business days after the
Company advises such Person that it no longer wishes to consider such a proposal
from such Person, the Board of Directors is satisfied that such agreement,
arrangement or understanding is no longer in effect..
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 (filed herewith).
4. 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 4, 2003 By: /s/ Thomas L. Carter
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Thomas L. Carter
Chief Financial Officer