Edgar Filing: CHICAGO MERCANTILE EXCHANGE HOLDINGS INC

As filed with the Securities and Exchange Commission on May 14, 2003
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
(Exact name of registrant as specified in its charter)

Delaware 36-4459170
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(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)

CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
AMENDED AND RESTATED OMNIBUS STOCK PLAN
(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)

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CALCULATION OF REGISTRATION FEE
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Proposed Maximum
Amount To Proposed Maximum Aggregate Amount of
Title of Shares Be Registered Offering Price Offering Price Registration
Name of Plan To Be Registered (2) Per Share (3) (3) Fee
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Chicago Mercantile Class A Common 1,300,000 $56.375 $73,287,500 $5,929
Exchange Holdings Inc. Stock, par value
Amended and Restated $.01 per share (1)
Omnibus Stock Plan
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(1) Including rights to acquire Series A Junior Participating Preferred Stock
pursuant to the Registrant's rights plan.

(2) Together with an indeterminate number of shares of the Registrant's Class
A common stock that may be necessary to adjust the number of shares
reserved for issuance pursuant to the Registrant's Amended and Restated
Omnibus Stock Plan as a result of a stock split, stock dividend or
similar adjustment of the outstanding shares of the Registrant's 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.

(3) 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 the
Registrant's Class A common stock on May 12, 2003, as reported on the New
York Stock Exchange.

EXPLANATORY NOTE

On February 5, 2003, the Board of Directors of Chicago Mercantile
Exchange Holdings Inc. (the "Company") amended the Company's Amended and
Restated Omnibus Stock Plan (the "Plan") to increase the number of shares of
the Company's Class A common stock reserved under the Plan by 1,300,000 shares
from 2,745,975 shares to 4,045,975 shares, along with other modifications to
the Plan (the "Amendment"), subject to shareholder approval. The Company's
shareholders approved the Amendment at the Annual Meeting of Shareholders on
April 22, 2003.

The Company is filing this Registration Statement on Form S-8 with
the Securities and Exchange Commission (the "Commission") to register the
additional shares of the Company's Class A common stock that may be issued
under the Plan as a result of the above-described actions by the Company's
Board of Directors and shareholders. In accordance with General Instruction E
of Form S-8, the contents of the Company's Registration Statement on Form S-8
(Registration No. 333-60266), filed with the Commission on May 4, 2001, as
amended by Post-Effective Amendment No. 1 thereto, filed with the Commission
on July 31, 2002, are incorporated herein by reference and the information
required by Part II is omitted, except as supplemented by the information set
forth below.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents heretofore filed with 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 Quarterly Report on Form 10-Q for the quarter ended
March 31, 2003.

(b) 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.

(c) 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).

(d) 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 8. EXHIBITS.

Exhibit Number Description
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5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom
(Illinois).

10.1 Chicago Mercantile Exchange Holdings Inc. Amended and
Restated Omnibus Stock Plan, amended and restated
effective as of April 22, 2003.

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).

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 May
14, 2003.

CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.

By /s/ James J. McNulty
James J. McNulty
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President and Chief Executive 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 May 14, 2003.

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

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

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

/s/ Nancy W. Goble Managing Director and
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Nancy W. Goble

/s/ Timothy R. Brennan Director
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Timothy R. Brennan

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

/s/ Daniel R. Glickman Director
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Daniel R. Glickman

/s/ Scott Gordon Director
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Scott Gordon

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

/s/ Gary M. Katler Director
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Gary M. Katler

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

Director
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Leo Melamed

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

/s/ John D. Newhouse Director
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John D. Newhouse

Director
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James E. Oliff

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

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

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

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

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

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