Edgar Filing: CHICAGO MERCANTILE EXCHANGE HOLDINGS INC

As filed with the Securities and Exchange Commission on April 29, 2003
Registration No. 333-
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
_________________

CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Delaware 36-4459170
------------------------------------ -----------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)

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.
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

--------------------------------------------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------------------------------------------

Class A Common Stock, par value $.01 per share 50,000 $52.15 $2,607,500 $211
(including rights to acquire Series A Junior
Participating Preferred Stock pursuant to our
rights plan)
--------------------------------------------------------------------------------------------------------------------

(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 April 25, 2003, as reported on the New York Stock
Exchange.

EXPLANATORY NOTE

Chicago Mercantile Exchange Holdings Inc., a Delaware corporation
(the "Company"), hereby files this Registration Statement on Form S-8 relating
to 50,000 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.

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The information called for in Part I of Form S-8 is currently
included in documents sent or given to participants as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended (the "Securities Act").

PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Company pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act") are
incorporated herein by reference:

(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002, including portions of the Company's 2002 Annual
Report to Shareholders and definitive Proxy Statement for the 2003 Annual
Meeting of Shareholders incorporated therein by reference.

(b) The description of the Company's Class A common stock contained
in the prospectus included in the Company's Registration Statement on Form S-1
(File No. 333-90106), as amended, incorporated by reference in the Company's
Registration Statement on Form 8-A filed on November 29, 2002 (File No.
001-31553).

(c) The description of the Company's Rights Agreement and Series A
Junior Participating Preferred Stock contained in the Company's Registration
Statement on Form 8-A filed on December 4, 2001 (File No. 000-33379).

All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document which also is incorporated or deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of Delaware General Corporation Law authorizes a court to
award or a corporation's board of directors to grant indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
some circumstances for liabilities arising under the Securities Act and to
provide for the reimbursement of expenses incurred.

As permitted by the Delaware law, Article XI of the Company's
certificate of incorporation and Article IX of its bylaws provide that (1) the
Company is permitted to indemnify its directors, officers and other employees
to the fullest extent permitted by Delaware law; (2) the Company is permitted
to advance expenses, as incurred, to its directors, officers and other
employees in connection with defending a legal proceeding if the Company has
received in advance an undertaking by the person receiving such advance to
repay all amounts advanced if it should be determined that he or she is not
entitled to be indemnified by the Company; and (3) the rights conferred in the
bylaws are not exclusive. As permitted by the Delaware General Corporation
Law, the Company's certificate of incorporation includes a provision that
eliminates the personal liability of its directors for monetary damages for
breach of fiduciary duty as a director, except for liability (1) for any
breach of the director's duty of loyalty to the Company or its shareholders;
(2) for acts of omissions not in good faith or that involve intentional
misconduct or a knowing violation of law; (3) under Section 174 of the
Delaware General Corporation Law (regarding payments of dividends; stock
purchases or redemptions which are unlawful); or (4) for any transaction from
which the director derived an improper personal benefit. This provision in the
certificate of incorporation does not eliminate the directors' fiduciary duty,
and in appropriate circumstances equitable remedies such as injunctive or
other forms of non-monetary relief will remain available under Delaware law.
In addition, each director will continue to be subject to liability for breach
of the director's duty of loyalty to the Company for acts or omissions not in
good faith or involving intentional misconduct, for knowing violations of law,
for actions leading to improper personal benefit to the director and for
payment of dividends or approval of stock repurchases or redemptions that are
unlawful under Delaware law. The provision also does not affect a director's
responsibilities under any other law, such as the federal securities laws or
state or federal environmental laws.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

Exhibit
Number Description
------ -----------

3.1 Amended and Restated Certificate of Incorporation of Chicago
Mercantile Exchange Holdings Inc. (incorporated by reference to
Exhibit 3.1 to Chicago Mercantile Exchange Holdings Inc.'s
Current Report on Form 8-K, filed with the SEC on December 4,
2001, File No. 000-33379).

3.2 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation of Chicago Mercantile Exchange Holdings Inc.
(incorporated by reference to Exhibit 3.2 to Chicago Mercantile
Exchange Holdings Inc.'s Current Report on Form 8-K, filed with
the SEC on May 16, 2002, File No. 000-33379).

3.3 Second Amended and Restated Bylaws of Chicago Mercantile
Exchange Holdings Inc., as amended November 7, 2002
(incorporated by reference to Exhibit 3.3 to Chicago Mercantile
Exchange Holdings Inc.'s Registration Statement on Form S-1,
filed with the SEC on December 5, 2002, File No. 333-90106).

4.1 Rights Agreement, dated as of November 30, 2001, between Chicago
Mercantile Exchange Holdings Inc. and Mellon Investor Services
LLC (incorporated by reference to Exhibit 4.1 to Chicago
Mercantile Exchange Holding's Inc.'s Form 8-A, filed with the
SEC on December 4, 2001, File No. 000-33379).

4.2 First Amendment to Rights Agreement, dated as of November 13,
2002, between Chicago Mercantile Exchange Holdings Inc., Mellon
Investor Services, LLC and Computershare Investor Services, LLC
(incorporated by reference to Exhibit 5 to Chicago Mercantile
Exchange Holdings Inc.'s Form 8-A, filed with the SEC on
November 29, 2002, File No. 001-31553).

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 (included on signature page).

ITEM 9. UNDERTAKINGS.

1. The undersigned registrant hereby undertakes:

A. To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:

(i) to include any prospectus required by Section
10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or
events arising after the effective date of the registration
statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or
high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement; and

(iii) to include any material information with
respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement;

provided, however, that paragraphs (1)(A)(i) and (1)(A)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the registration statement.

B. That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

C. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.

2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

3. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

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
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Chicago, State of Illinois, on
April 29, 2003.

Chicago Mercantile Exchange Holdings Inc.

By /s/ Craig S. Donohue
-----------------------------
Craig S. Donohue
Executive Vice President and
Chief Administrative Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Craig S. Donohue, David G. Gomach and
Kathleen M. Cronin, and each of them, his or her true and lawful
attorney-in-fact and agents with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or his or her substitute or substitutes, may lawfully
do or cause to be done by virtue hereof. This power of attorney may be
executed in counterparts.

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 April 29, 2003.

Signature Title
--------- -----

/s/ James J. McNulty President and Chief Executive Officer
----------------------------- and Director
James J. McNulty

/s/ Terrence A. Duffy Chairman of the Board and Director
-----------------------------
Terrence A. Duffy

/s/ David G. Gomach Managing Director and Chief Financial Officer
-----------------------------
David G. Gomach

/s/ Nancy W. Goble Managing Director and Chief Accounting Officer
-----------------------------
Nancy W. Goble

----------------------------- Director
Timothy R. Brennan

/s/ Martin J. Gepsman Director
-----------------------------
Martin J. Gepsman

----------------------------- Director
Daniel R. Glickman

----------------------------- Director
Scott Gordon

/s/ Bruce F. Johnson Director
-----------------------------
Bruce F. Johnson

----------------------------- Director
Gary M. Katler

/s/ Patrick B. Lynch Director
-----------------------------
Patrick B. Lynch

/s/ Leo Melamed Director
-----------------------------
Leo Melamed

/s/ William P. Miller II Director
-----------------------------
William P. Miller II

----------------------------- Director
John D. Newhouse

/s/ James E. Oliff Director
-----------------------------
James E. Oliff

/s/ William G. Salatich, Jr. Director
-----------------------------
William G. Salatich, Jr.

/s/ John F. Sandner Director
-----------------------------
John F. Sandner

/s/ Terry L. Savage Director
-----------------------------
Terry L. Savage

/s/ Myron S. Scholes Director
-----------------------------
Myron S. Scholes

/s/ William R. Shepard Director
-----------------------------
William R. Shepard

/s/ Howard J. Siegel Director
-----------------------------
Howard J. Siegel

/s/ David J. Wescott Director
-----------------------------
David J. Wescott

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 (included on signature page).