As filed with the Securities and Exchange Commission on December 5, 2002
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 6200 | 36-4459170 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
30 South Wacker Drive
Chicago, Illinois 60606
(312) 930-1000
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Craig S. Donohue, Esq.
Executive Vice President and Chief Administrative Officer
Chicago Mercantile Exchange Holdings Inc.
30 South Wacker Drive
Chicago, Illinois 60606
(312) 930-1000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent For Service)
Copies To:
Rodd M. Schreiber, Esq. Skadden, Arps, Slate, Meagher & Flom (Illinois) 333 West Wacker Drive Chicago, Illinois 60606 (312) 407-0700 |
Leslie N. Silverman, Esq. Cleary, Gottlieb, Steen & Hamilton One Liberty Plaza New York, New York 10006 (212) 225-2380 |
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement.
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. o
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. ý [333-90106]
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. o
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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. o
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price (1) |
Amount of Registration Fee (2) |
||
---|---|---|---|---|
Class A Common Stock, par value $.01 per share (including rights to acquire Series A Junior Participating Preferred Stock pursuant to our rights plan) | $5,463,730 | $503 | ||
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933.
This registration statement is being filed by Chicago Mercantile Exchange Holdings Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the "Securities Act"). This registration statement relates to the public offering of Class A common stock, par value $.01 per share (the "Common Stock"), of the Company contemplated by the Company's Registration Statement on Form S-1 (File No. 333-90106), which was declared effective by the Commission on December 5, 2002 at 4:30 p.m. EDT (the "Prior Registration Statement"). This registration statement is being filed for the sole purpose of increasing the maximum aggregate offering price for the Common Stock from the $185,766,820 registered under the Prior Registration Statement to $191,230,550 in compliance with Rule 457(o) of the Securities Act of 1933, as amended.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
In accordance with General Instruction V to Form S-1 and Rule 462(b) promulgated under the Securities Act, this registration statement incorporates by reference the contents of the Prior Registration Statement.
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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 December 5, 2002.
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC. | |||
By: |
/s/ JAMES J. MCNULTY James J. McNulty President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated below on December 5, 2002.
Signature |
Title |
|
---|---|---|
* James J. McNulty |
President and Chief Executive Officer and Director | |
* Terrence A. Duffy |
Chairman of the Board and Director |
|
* David G. Gomach |
Managing Director and Chief Financial Officer |
|
* Nancy W. Goble |
Managing Director and Chief Accounting Officer |
|
* Timothy R. Brennan |
Director |
|
* John W. Croghan |
Director |
|
* Martin J. Gepsman |
Director |
|
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* Daniel R. Glickman |
Director |
|
* Scott Gordon |
Director |
|
* Yra G. Harris |
Director |
|
* Bruce F. Johnson |
Director |
|
* Gary M. Katler |
Director |
|
* Patrick B. Lynch |
Director |
|
* Leo Melamed |
Director |
|
* John D. Newhouse |
Director |
|
* James E. Oliff |
Director |
|
* William G. Salatich, Jr. |
Director |
|
* John F. Sandner |
Director |
|
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Myron S. Scholes |
Director |
|
Verne O. Sedlacek |
Director |
|
* William R. Shepard |
Director |
|
* Howard J. Siegel |
Director |
*By: |
/s/ CRAIG S. DONOHUE Craig S. Donohue as attorney-in-fact (1) |
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Exhibit Number |
Description of Exhibit |
|
---|---|---|
5.1 | Opinion of Skadden, Arps, Slate, Meagher & Flom (Illinois), special counsel to Chicago Mercantile Exchange Holdings Inc. | |
23.1 |
Consent of Ernst & Young LLP. |
|
23.2 |
Consent of Skadden, Arps, Slate, Meagher & Flom (Illinois) (included in Exhibit 5.1). |
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