Effective as of February 17, 2010, the
board of directors of Youbet.com, Inc. (“Youbet”) adopted the Youbet.com, Inc.
Retention Program (the “Plan”) for the benefit of certain of its employees,
including its named executive officers, in order to foster the continued service
of certain Youbet employees during the pendency and following the closing of
Youbet’s previously announced merger (the “Merger”) with Churchill Downs
Incorporated (“Churchill”).
Under the Plan, eligible employees will
be entitled to receive a retention payment, 50% of which will vest on the
closing of the Merger and the remaining 50% of which will vest on the six-month
anniversary of the closing of the Merger, subject to the employee’s continued
employment with Youbet or its affiliates as of the applicable vesting
date.
In addition, under the terms of the
Plan, an eligible employee is entitled to full vesting of his or her retention
payment immediately upon the termination of his or her employment with Youbet
(i) by Youbet for any reason other than for “cause” (as such term is defined in
the Plan), (ii) by the employee for “good reason” (as such term is defined in
the Plan) or (iii) upon the employee’s death, provided that no payments will
vest prior to the closing of the Merger.
The following table summarizes the
retention payment payable to each of Youbet’s executive officers under the Plan
and the portion of such retention payment that vests on the closing of the
Merger and on the six-month anniversary thereof, subject to his or her continued
employment through the applicable vesting date:
|
Name
|
|
Amount
Vesting on
Merger
Closing
|
|
|
Amount
Vesting on Six-Month Anniversary of
Merger Closing
|
|
|
Total
|
|
|
David
Goldberg
|
|
$
|
42,500
|
|
|
$
|
42,500
|
|
|
$
|
85,000
|
|
|
Michael
Brodsky
|
|
|
42,500
|
|
|
|
42,500
|
|
|
|
85,000
|
|
|
Daniel
Perini
|
|
|
37,500
|
|
|
|
37,500
|
|
|
|
75,000
|
|
|
Susan
Bracey
|
|
|
75,000
|
|
|
|
75,000
|
|
|
|
150,000
|
|
|
Michael
Nelson
|
|
|
30,000
|
|
|
|
30,000
|
|
|
|
60,000
|
|
The foregoing description of the Plan
does not purport to be complete and is qualified in its entirety by reference to
the full text of the Plan, which is filed as Exhibit 10.1
hereto.
The
information set forth in Item 5.02 of this Current Report on Form 8-K is
incorporated herein by reference.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
|
10.1
|
Youbet
Retention Program
|
Forward
Looking Statements
This communication contains certain
forward-looking statements. These forward-looking statements, which are included
in accordance with Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, may include, but
are not limited to, statements about the benefits of the proposed transaction,
including future financial and operating results, the combined company’s plans,
objectives, expectations and intentions. These statements are subject to a
number of known and unknown risks, uncertainties and other factors that may
cause Youbet’s actual results and performance in future periods to be materially
different from any future results or performance suggested by the forward
looking statements in this communication. Although Youbet believes the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, it can give no assurance that actual results will not
differ materially from these expectations. Important factors that could cause
actual results to differ materially from those in the forward looking statements
include the possibility that the expected efficiencies and cost savings from the
proposed transaction will not be realized, or will not be realized within the
expected time period; the ability to obtain governmental approvals of the Merger
on the proposed terms and schedule contemplated by the parties; the failure of
Youbet’s stockholders to approve the proposed Merger; the risk that the
Churchill and Youbet businesses will not be integrated successfully; disruption
from the proposed transaction making it more difficult to maintain business and
operational relationships; the possibility that the proposed transaction does
not close, including, but not limited to, due to the failure to satisfy the
closing conditions; the timely development and market acceptance of
new products and technologies; Youbet’s ability to achieve further cost
reductions; increased competition in the advance deposit wagering business; a
decline in the public acceptance of wagering; wagering ceasing to be legal in
jurisdictions where Youbet currently operates; the limitation, conditioning, or
suspension of any of Youbet’s licenses; increases in or new taxes imposed on
wagering revenues; the adoption of future industry standards; the loss or
retirement of key executives; Youbet’s ability to meet its liquidity
requirements and maintain its financing arrangements; and general economic and
market conditions; as well as the risks and uncertainties discussed in Youbet’s
Form 10-K for the year ended December 31, 2009 (as amended by Amendment No. 1
thereto on Form 10-K/A) and Churchill’s Form 10-K for the year ended December
31, 2008, and in Youbet’s and Churchill’s other filings with the Securities and
Exchange Commission (the “SEC”). Readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the date of this
communication. Neither Youbet nor Churchill undertakes and each specifically
disclaims any obligation to publicly release the result of any revisions that
may be made to any forward-looking statements to reflect the occurrence of
anticipated or unanticipated events or circumstances after the date of such
statements.
Important
Merger Information and Additional Information
This communication is being made in
respect of the proposed merger transaction involving Churchill and Youbet. In
connection with the proposed transaction, Churchill has filed with the SEC a
preliminary registration statement on Form S-4 and Youbet will mail a definitive
proxy statement/prospectus to its stockholders, and each will be filing other
documents regarding the proposed transaction with the SEC as well. BEFORE MAKING
ANY VOTING OR INVESTMENT DECISION, INVESTORS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT/PROSPECTUS REGARDING THE PROPOSED TRANSACTION AND ANY OTHER
RELEVANT DOCUMENTS CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
You may obtain copies of all documents filed with the SEC concerning this
proposed transaction, free of charge, at the SEC’s website (www.sec.gov), by
accessing the Churchill website at www.churchilldownsincorporated.com under the
heading “Investor Relations” and then under the link “SEC Filings” or from
Churchill by directing a request to 700 Central Avenue, Louisville, KY 40208.
Alternatively, you may obtain copies by accessing Youbet’s website at
www.Youbet.com under the heading “Investors Relations” and then under the link
“SEC Filings” or from Youbet by directing a request to 5901 De Soto Avenue,
Woodland Hills, CA 91367.
Churchill and Youbet and their
respective directors and executive officers and other persons may be deemed to
be participants in the solicitation of proxies in respect of the proposed
transaction. Information regarding Churchill directors and officers is available
in Churchill’s proxy statement for its 2009 annual meeting of shareholders and
Churchill’s 2008 Annual Report on Form 10-K, which were filed with the SEC on
April 28, 2009 and March 4, 2009, respectively. Information regarding Youbet
directors and executive officers is available in Youbet’s proxy statement for
its 2009 annual meeting of stockholders, filed with the SEC on April 30, 2009,
Youbet’s 2008 Annual Report on Form 10-K, filed with the SEC on March 6, 2009,
and Amendment No. 1 to Youbet’s 2008 Annual Report on Form 10-K, filed with the
SEC on January 28, 2010. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by
security holding and otherwise, will be contained in the definitive proxy
statement/prospectus and other relevant materials to be filed with the SEC when
they become available.
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
|
Dated:
February 23, 2010
|
By:
|
/s/
Susan Bracey
|
|
|
|
|
Name:
|
Susan
Bracey
|
|
|
|
|
Title:
|
Chief
Financial Officer
|
|
EXHIBIT
INDEX
|
|
10.1
|
Youbet
Retention Program
|