As filed with the Securities and Exchange Commission on June 12, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
CME GROUP INC.
(Exact name of registrant as specified in its charter)
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Delaware
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36-4459170
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(State or other jurisdiction of incorporation
or organization)
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(I.R.S. Employer
Identification No.)
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20 South Wacker Drive
Chicago, Illinois 60606
(312) 930-1000
(Address of Principal Executive Offices, Zip Code)
CME Group Inc. Amended and Restated Omnibus Stock Plan
CME Group Inc. 2005 Director Stock Plan, as
amended and restated
(Full Title of Plan)
Kathleen M. Cronin, Esq.
Managing Director, General Counsel and Corporate Secretary
CME Group Inc.
20
South Wacker Drive
Chicago, Illinois 60606
(312) 930-1000
(Name, Address and Telephone Number, including Area Code, of Agent for Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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x
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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CALCULATION OF REGISTRATION FEE
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Title of Shares
To Be Registered
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Amount
To Be
Registered(1)(2)
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Proposed
Maximum
Offering Price
Per Share(3)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount of
Registration Fee(4)
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Class A Common Stock, par value $.01 per share
(including rights to acquire Series A Junior Participating Preferred Stock pursuant to our rights plan)
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4,100,000
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$330.16
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$1,353,635,500
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$75,532.86
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(1) Registrant is registering an aggregate of 4,100,000 shares of Class A common stock, including rights to
acquire Series A Junior Participating Preferred Stock pursuant to our rights plan (the “Class A Shares”), for issuance under two different equity compensation plans as follows: (i) 4,000,000 shares issuable under the CME Group Inc.
Amended and Restated Omnibus Stock Plan (the “Omnibus Stock Plan”) and (ii) 100,000 shares issuable under the CME Group Inc. 2005 Director Stock Plan, as amended and restated (the “Director Stock Plan,” and together with the
Omnibus Stock Plan, the “Plans”).
(2) This Registration Statement shall also cover any additional Class A Shares which become issuable
under the Plans by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the Registrant’s outstanding
Class A Shares.
(3) Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(c) and Rule 457(h)
under the Securities Act of 1933, as amended (the “Securities Act”), based upon the average of the high and low prices of the Class A Shares on June 8, 2009, as reported on the NASDAQ Global Select Market.
(4) Calculated pursuant to Section 6(b) of the Securities Act by multiplying 0.00005580 by the proposed maximum aggregate offering price (as computed in accordance
with Rule 457 under the Securities Act solely for the purpose of determining the registration fee of the securities registered hereby).
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EXPLANATORY NOTE
The Registrant is filing this Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering, pursuant to Instruction E of Form S-8, an additional 4,100,000 shares of
Class A common stock, par value $0.01 per share, including rights to acquire Series A Junior Participating Preferred Stock pursuant to our rights plan (the “Class A Shares”), issuable under two different equity compensation plans as
follows: (i) 4,000,000 shares issuable under the CME Group Inc. Amended and Restated Omnibus Stock Plan (the “Omnibus Stock Plan”) and (ii) 100,000 shares issuable under the CME Group Inc. 2005 Director Stock Plan, as amended and
restated (the “Director Stock Plan,” and together with the Omnibus Stock Plan, the “Plans”). At the Registrant’s 2009 Annual Meeting of Shareholders, the shareholders of the Company approved amendments to the Plans providing
for the increases in the Class A Shares issuable thereunder. As a result, the Class A Shares being registered by this Registration Statement represent an increase in the total Class A Shares reserved for issuance under each of the
Plans as follows: (1) from 4,045,975 to 8,045,975 Class A Shares under the Omnibus Stock Plan and (2) from 25,000 to 125,000 Class A Shares under the Director Stock Plan.
Pursuant to Instruction E of Form S-8, the Registrant hereby incorporates by reference into this Registration Statement in their entirety the
Registration Statements on Form S-8 (File Nos. 333-124497; 333-105236 and 333-60266-99 ), including the exhibits thereto.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents previously 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, 2008, including portions of the definitive Proxy Statement
for the 2009 Annual Meeting of Shareholders incorporated therein by reference.
(b) The Company’s Quarterly Report on Form 10-Q for
the quarter ended March 31, 2009.
(c) The Company’s Current Reports on Form 8-K filed with the Commission February 4,
2009, February 9, 2009, March 6, 2009, March 13, 2009, May 18, 2009 and May 20, 2009.
(d) 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, which description is incorporated by reference in the
Company’s Registration Statement on Form 8-A filed with the Commission on November 29, 2002 (File No. 001-31553), including any amendments or reports filed for purposes of updating such description.
(e) 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), including any amendments or reports filed for purposes of updating such description.
In addition, all documents filed by the Company subsequent to the date hereof 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 or reports with the
Commission. Any statement contained in a document incorporated or
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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 statement contained in this Registration Statement shall be
deemed to be modified or superseded to the extent that a statement in a subsequently filed document that is incorporated or is 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 5. INTERESTS OF NAMED
EXPERTS AND COUNSEL.
Kathleen M. Cronin, Esq., will issue an opinion regarding the validity of the Registrant’s Class A
Shares offered hereby. Ms. Cronin is the Registrant’s Managing Director, General Counsel and Corporate Secretary. Ms. Cronin currently owns Class A Shares and is eligible to participate in the Omnibus Stock Plan.
ITEM 8. EXHIBITS.
The following exhibits are filed
as part of this Registration Statement:
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Exhibit
Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group’s Current Report on Form 8-K, filed with the SEC on
August 28, 2008, File No. 001-31553).
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4.2
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Seventh Amended and Restated Bylaws of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on May 20, 2009, File
No. 001-31553).
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4.3
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Rights Agreement, dated as of November 30, 2001, between CME Group Inc. (as successor to Chicago Mercantile Exchange Holdings Inc.) and Computershare Investor Services, LLC (as successor to
Mellon Investor Services, LLC) (incorporated by reference to Exhibit 4.1 to Chicago Mercantile Exchange Holdings Inc.’s Form 8-A, filed with the SEC on December 4, 2001, File No. 000-33379), including First Amendment thereto, 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) and Second Amendment thereto, dated October 26, 2005, by and between Chicago Mercantile Exchange Holdings Inc. and Computershare Investor Services, LLC (incorporated by
reference to Exhibit 4.1 to Chicago Mercantile Exchange Holdings Inc.’s Form 8-K filed with the SEC on October 27, 2005, File No. 001-31553).
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5.1
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Opinion of Kathleen M. Cronin, Managing Director, General Counsel and Corporate Secretary.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Kathleen M. Cronin (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page).
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99.1
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CME Group Inc. Omnibus Stock Plan, Amended and Restated effective May 13, 2009 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K filed with the SEC on
May 18, 2009, File No. 0001-31553).
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99.2
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CME Group Inc. 2005 Director Stock Plan, as Amended and Restated effective May 13, 2009 (incorporated by reference to Exhibit 10.2 to CME Group Inc.’s Form 8-K filed with the SEC on
May 18, 2009, File No. 0001-31553).
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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
June 12
, 2009.
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CME Group Inc.
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By
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/s/ Kathleen M. Cronin
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Kathleen M. Cronin
Managing Director, General Counsel and
Corporate Secretary
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Terrence A. Duffy, Craig S. Donohue, James E. Parisi 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 June 12, 2009.
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Signature
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Title
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/s/ Terrence A. Duffy
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Executive Chairman of the Board and Director
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Terrence A. Duffy
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/s/ Craig S. Donohue
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Chief Executive Officer and Director
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Craig S. Donohue
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/s/ James E. Parisi
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Managing Director and Chief Financial Officer
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James E. Parisi
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/s/ Jill Harley
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Managing Director and Chief Accounting Officer
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Jill Harley
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/s/ Jeffrey M. Bernacchi
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Director
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Jeffrey M. Bernacchi
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/s/ Timothy S. Bitsberger
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Director
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Timothy S. Bitsberger
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/s/ Charles P. Carey
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Director
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Charles P. Carey
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/s/ Mark E. Cermak
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Director
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Mark E. Cermak
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/s/ Dennis H. Chookaszian
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Director
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Dennis H. Chookaszian
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/s/ Jackie M. Clegg
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Director
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Jackie M. Clegg
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7
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/s/ Robert F. Corvino
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Director
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Robert F. Corvino
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/s/ James A. Donaldson
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Director
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James A. Donaldson
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/s/ Martin J. Gepsman
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Director
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Martin J. Gepsman
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/s/ Larry G. Gerdes
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Director
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Larry G. Gerdes
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/s/ Daniel R. Glickman
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Director
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Daniel R. Glickman
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/s/ J. Dennis Hastert
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Director
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J. Dennis Hastert
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/s/ Bruce F. Johnson
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Director
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Bruce F. Johnson
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/s/ Patrick B. Lynch
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Director
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Patrick B. Lynch
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/s/ Leo Melamed
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Director
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Leo Melamed
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/s/ William P. Miller II
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Director
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William P. Miller II
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/s/ James E. Newsome
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Director
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James E. Newsome
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/s/ Joseph Niciforo
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Director
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Joseph Niciforo
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/s/ C.C. Odom II
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Director
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C.C. Odom II
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/s/ James E. Oliff
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Director
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James E. Oliff
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/s/ John L. Pietrzak
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Director
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John L. Pietrzak
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8
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/s/ Alex J. Pollock
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Director
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Alex J. Pollock
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/s/ John F. Sandner
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Director
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John F. Sandner
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/s/ Terry L. Savage
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Director
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Terry L. Savage
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/s/ William R. Shepard
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Director
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William R. Shepard
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/s/ Howard J. Siegel
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Director
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Howard J. Siegel
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/s/ Christopher Stewart
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Director
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Christopher Stewart
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/s/ Dennis A. Suskind
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Director
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Dennis A. Suskind
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/s/ David J. Wescott
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Director
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David J. Wescott
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9
INDEX TO EXHIBITS
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Exhibit
Number
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Description
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4.1
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Amended and Restated Certificate of Incorporation of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group’s Current Report on Form 8-K, filed with the SEC on
August 28, 2008, File No. 001-31553).
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4.2
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Seventh Amended and Restated Bylaws of CME Group Inc. (incorporated by reference to Exhibit 3.1 to CME Group Inc.’s Current Report on Form 8-K, filed with the SEC on May 20, 2009, File
No. 001-31553).
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4.3
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Rights Agreement, dated as of November 30, 2001, between CME Group Inc. (as successor to Chicago Mercantile Exchange Holdings Inc.) and Computershare Investor Services, LLC (as successor to
Mellon Investor Services, LLC) (incorporated by reference to Exhibit 4.1 to Chicago Mercantile Exchange Holdings Inc.’s Form 8-A, filed with the SEC on December 4, 2001, File No. 000-33379), including First Amendment thereto, 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) and Second Amendment thereto, dated October 26, 2005, by and between Chicago Mercantile Exchange Holdings Inc. and Computershare Investor Services, LLC (incorporated by
reference to Exhibit 4.1 to Chicago Mercantile Exchange Holdings Inc.’s Form 8-K filed with the SEC on October 27, 2005, File No. 001-31553).
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5.1
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Opinion of Kathleen M. Cronin, Managing Director, General Counsel and Corporate Secretary.
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23.1
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Consent of Ernst & Young LLP.
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23.2
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Consent of Kathleen M. Cronin (included in Exhibit 5.1).
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24.1
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Power of Attorney (included on signature page).
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99.1
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CME Group Inc. Omnibus Stock Plan, Amended and Restated effective May 13, 2009 (incorporated by reference to Exhibit 10.1 to CME Group Inc.’s Form 8-K filed with the SEC on
May 18, 2009, File No. 0001-31553).
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99.2
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CME Group Inc. 2005 Director Stock Plan, as Amended and Restated effective May 13, 2009 (incorporated by reference to Exhibit 10.2 to CME Group Inc.’s Form 8-K filed with the SEC on
May 18, 2009, File No. 0001-31553).
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Exhibit 5.1
June 12, 2009
CME Group
Inc.
20 South Wacker Drive
Chicago, Illinois 60606
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Re:
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CME Group Inc. Registration Statement on Form S-8
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Ladies
and Gentlemen:
I am the Managing Director, General Counsel and Corporate Secretary of CME Group Inc., a Delaware corporation (the “Company”).
This opinion is delivered in connection with the registration of 4,100,000 shares (the “Shares”) of the Company’s Class A common stock, par value $.01 per share (the “Common Stock”), and the associated rights to
purchase Series A Junior Participating Preferred Stock, par value $.01 per share, of which (i) 4,000,000 shares are issuable under the CME Group Inc. Amended and Restated Omnibus Stock Plan (the “Omnibus Stock Plan”) and
(ii) 100,000 shares are issuable under the CME Group Inc. 2005 Director Stock Plan, as amended and restated (the “Director Stock Plan,” and together with the Omnibus Stock Plan, the “Plans”).
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, I have examined originals or copies, certified or otherwise identified to my satisfaction,
of (i) a draft of the Company’s Registration Statement on Form S-8, to be filed with the Commission on the date hereof (the “Registration Statement”); (ii) a specimen certificate representing the Common Stock; (iii) the
Amended and Restated Certificate of Incorporation of the Company, as amended to date and currently in effect; (iv) the Amended and Restated By-Laws of the Company, as amended to date and currently in effect; (v) the Omnibus Stock Plan,
(vi) the Director Stock Plan and (vii) certain resolutions of the Board of Directors dated February 4, 2009 and of the Compensation Committee of the Board of Directors dated March 4, 2009 approving the amendments to the Omnibus
Stock Plan and the Director Stock Plan. I also have examined originals or copies, certified or otherwise identified to my 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 I have deemed necessary or appropriate as a basis for the opinions set forth herein.
June 12, 2009
Page 2 of 2
In my examination, I have assumed the legal capacity of all natural persons,
the genuineness of all signatures, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified, conformed or photostatic copies and the authenticity of the
originals of such latter documents. In making my examination of executed documents, I 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 I did not independently establish or verify, I have relied upon statements and representations of officers and other representatives of the Company and others and of public officials.
I am admitted to the bar in the State of Illinois, and I do not express any opinion as to the laws of any jurisdiction other than the General Corporation Law of the
State of Delaware, and I do not express any opinion as to the effect of any other laws on the opinions stated herein.
Based upon the foregoing and subject
to the limitations, qualifications, exceptions and assumptions set forth herein, I am of the opinion that when (i) the Registration Statement becomes effective under the Securities Act; and (ii) the Shares have been delivered and paid for
in accordance with the terms and conditions of the Plans, the issuance and sale of such Shares will have been duly authorized and such Shares will be validly issued, fully paid and nonassessable.
I assume no obligation to supplement this opinion if any applicable law changes after the date hereof or if I become aware of any fact that might change the opinions
expressed herein after the date hereof.
I hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. In
giving this consent, I do not thereby admit that I am 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,
Kathleen M. Cronin
Managing
Director, General Counsel and Corporate Secretary