As filed with the Securities and Exchange Commission on July 97, 1998
Registration No. 333-8147
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1993
Dover Downs Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
51-0357525
(I.R.S. Employer
Identification No.)
1131 North Dupont Highway, Dover, DE 19901 (302) 674-4600
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Dover Downs Entertainment, Inc.
1996 Stock Option Plan
(Full Title of Plan)
Klaus M. Belohoubek, Esq.
Dover Downs Entertainment, Inc.
2200 Concord Pike, Wilmington, DE 19803 (302) 426-2806
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Title of Securities Amount to be Offering Price
to be Registered (1) Registered Per Share
Common Stock, par value $.10 436,565 $9.02 (2)
Common Stock, par value $.10 313,435 $30.18 (3)
Proposed Maximum Amount of
Aggregate Offering Registration
Price Fee
$3,937,816.00 (2) $1,193.28
$9,459,468.00 (3) $2,866.51
(1) This Registration Statement also covers the associated common
stock purchase rights (the "Rights") issued pursuant to a Rights
Agreement dated as of June 14, 1996, as amended (the "Rights
Agreement"), by and between the Registrant and ChaseMellon
Shareholder Services L.L.C., as Rights Agent. Until the
occurrence of certain prescribed events, the Rights are not
exercisable, are evidenced by the certificates for the
Registrant's common stock, and will be transferred along with
and only with such securities. Thereafter, separate
certificates will be issued representing one Right for each
share of common stock of the Registrant, subject to adjustment
as provided in the Rights Agreement.
(2) Represents shares issuable upon exercise of outstanding options
under the Dover Downs Entertainment, Inc. 1996 Stock Option Plan.
The dollar amounts are based upon the weighted average exercise
price of the shares subject to such outstanding options.
(3) Estimated for the purpose of calculating the registration fee
pursuant to Rule 457 (c) on the basis of the average of the high
and low prices of the Common Stock on July 1, 1998 of $30.18 per
share, as reported on the New York Stock Exchange Composite
Transactions, which is used as the estimated offering price solely
for the purpose of determining the registration fee, in accordance
with Rule 457 (h).
<PAGE>
PART I
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange
Commission (the "Commission"), this Registration Statement omits the
information specified in Part I of Form S-8. The documents containing
the information specified in Part I will be delivered to the
participants in the Plan as required by Securities Act Rule 428 (b).
Such documents are not being filed as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule
424.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934 (the
"Exchange Act"), are incorporated in this Registration Statement by
reference:
(a) The Registrant's Annual Report on Form
10-K for the fiscal year ended June 30,
1997 (filed pursuant to the Exchange Act
which contains audited financial
statements for the fiscal year ended June
30, 1997 - File No. 1-11929).
(b) All other documents filed by the
Registrant pursuant to Section 13 (a) or
15 (d) of the Exchange Act since the end
of the fiscal year covered by the annual
report referred to in (a) above.
(c) The section entitled "Description of
Registrant's Securities to be Registered"
contained in the Registrant's
Registration Statement on Form 8-A filed
pursuant to Section 12 (b) of the
Exchange Act on September 19, 1996.
All documents subsequently filed with the Commission by the
Registrant 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 herein have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement 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
documents which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statements. 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 6. Indemnification of Directors and Officers.
Section 145 of the DGCL ("Section 145") provides generally and in
pertinent part that a Delaware corporation may indemnify its
directors, officers, employees and agents against expenses (including
attorneys' fees), judgments, fines and settlements actually and
reasonably incurred by them in connection with any civil, criminal,
administrative or investigative action, suit or proceeding (except
actions by or in the right of the corporation), if, they acted in good
faith and in a manner they reasonably believed to be in, or not
opposed to, the best interests of the corporation, and, with respect
to any criminal suit or proceeding, they had no reasonable cause to
believe their conduct was unlawful. Section 145 further provides
that, in connection with the defense or settlement of any action by or
in the right of the corporation, a Delaware corporation may indemnify
its directors, officers, employees and agents against expenses
actually and reasonably incurred by them if they acted in good faith
and in a manner they reasonably believed to be in, or not opposed to,
the best interests of the corporation, except that no indemnification
shall be made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable to the corporation,
absent a determination by a court that such indemnity is proper.
Section 145 further permits a Delaware corporation to grant its
directors, officers, employees and agents additional rights of
indemnification through bylaw provisions and otherwise.
Section 145 further permits a Delaware corporation to purchase and
maintain insurance on behalf of any persons who are or were directors,
officers, employees or agents of the corporation, or are or were
serving at the request of the corporation as directors, officers,
employees or agents of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted
against them and incurred by them in any such capacity, or arising out
of their status as such, whether or not the corporation would have the
power to indemnify them against such liability under the other
provisions of Section 145.
Section 102(b)(7) of the DGCL provides that a certificate of
incorporation may contain a provision eliminating or limiting the
personal liability of a director to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a
director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, (iii) under Section 174 of the DGCL
(relating to liability for unauthorized acquisitions or redemptions
of, or dividends on, capital stock) or (iv) for any transaction from
which the director derived an improper personal benefit.
The Certificate of Incorporation of the Registrant provides for
the indemnification of its directors and officers to the fullest extent
provided by the DGCL. The Certificate of Incorporation further states
that the Registrant may, in the sole discretion of its Board of
Directors, indemnify any other person to the extent the Board of
Directors deems advisable, as permitted by Section 145. The
Registrant's Bylaws provide that the Registrant shall indemnify its
directors, officers, employees and agents, subject to certain
exceptions regarding such persons' standard of conduct.
In addition, Article TENTH of Dover 's Certificate of
Incorporation provides as follows:
"No director of the corporation shall be personally liable to the
corporation or its stockholders for monetary damages for beach of
fiduciary duty as a director, provided, however, that the
foregoing clause shall not apply liability of a director (i) for
any breach of the director's duty of loyalty to the corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived
an improper personal benefit. This Article Tenth shall not
eliminate or limit the liability of a director for any act or
omission occurring prior to the time this Article Tenth became
effective."
In addition, Dover 's Bylaws provide that it has the power to
purchase liability insurance policies covering its directors, officers,
employees and agents, whether or not Dover would have the power to
indemnify such person under the DGCL. Dover currently maintains such
insurance.
ITEM 8. Exhibits and Financial Statement Schedules.
5.1 Opinion re Legality of General Counsel of Dover.
10.1 Dover Downs Entertainment, Inc. 1996 Stock Option Plan
(incorporated herein by reference to Exhibit 10.9 to the
Registration Statement Number 333-8147 on Form S-1, which was
declared effective on October 3, 1996).
23.1 Consent of General Counsel of Dover (Included in Exhibit
5.1).
23.2 Consent of KPMG Peat Marwick LLP.
23.3 Consent of Siegfried Schieffer & Seitz.
ITEM 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) 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 this
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 (a) (1) (i) and (a)
(1) (ii) shall not apply to information contained in
periodic reports filed by the Registrant pursuant to
Section 13 or Section 15 (d) of the Securities Exchange
Act of 1934 (the "Exchange Act") that are incorporated
by reference in this Registration Statement;
(2) That, for the purpose of determining any liability under
the Securities Act of 1933 (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; and
(3) 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.
(b) 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 that
is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating
to the securities offered herein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) 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 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>
SIGNATURES
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 Dover,
Delaware on July 2, 1998.
DOVER DOWNS ENTERTAINMENT, INC.
By: /s/ Denis McGlynn
Denis McGlynn
President and Chief Executive Officer
Each person whose signature appears below hereby authorizes Klaus M.
Belohoubek to file one or more amendments (including post-effective
amendments) to this Registration Statement, which amendments may make
such changes to this Registration Statement, including any filings
pursuant to Rule 462(b) under the Securities Act of 1933, as he deems
appropriate, and each such person hereby appoints Klaus M. Belohoubek as
attorney-in-fact to execute in the name and on the behalf of each person
individually, and in each capacity stated below, any such amendments to
this Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/ John W. Rollins, Sr. Chairman of the Board July 9, 1998
John W. Rollins, Sr.
/s/ Henry B. Tippie Vice Chairman of the Board July 9, 1998
Henry B. Tippie
/s/ Denis McGlynn President, Chief Executive July 9, 1998
Denis McGlynn Officer and Director
(Principal Executive Officer)
/s/ Timothy R. Horne Vice President - Finance and July 9, 1998
Timothy R. Horne Chief Financial Officer
(Principal Financial Officer
and Principal Accounting Officer)
/s/ Eugene W. Weaver Senior Vice President - July 9, 1998
Eugene W. Weaver Administration and Director
/s/ John W. Rollins, Jr. Director July 9, 1998
John W. Rollins, Jr.
/s/ R. Randall Rollins Director July 9, 1998
R. Randall Rollins
/s/ Patrick J. Bagley Director July 9, 1998
Patrick J. Bagley
/s/ Melvin L. Joseph Director July 9, 1998
Melvin L. Joseph
/s/ Jeffrey W. Rollins Director July 9, 1998
Jeffrey W. Rollins
<PAGE>
EXHIBIT 5.1
OPINION OF GENERAL COUNSEL
DOVER DOWNS ENTERTAINMENT, INC.
Dover Downs Entertainment, Inc.
1131 North DuPont Highway
Dover, Delaware 19901
Ladies and Gentlemen:
I am the Vice President - General Counsel of Dover Downs
Entertainment, Inc., a Delaware corporation ("Dover") and have acted as
counsel to Dover in connection with the filing of a Registration
Statement (the "Registration Statement") on Form S-8 under the Securities
Act of 1933, as amended (the "Securities Act"), relating to the
registration of 750,000 shares of common stock, par value $.10 per share,
of Dover to be issued in connection with the exercise of options granted
or to be granted under Dover's 1996 Stock Option Plan (the "Plan").
In connection with this opinion, I have examined originals, or
copies certified or otherwise identified to my satisfaction, of such
instruments, certificates, records and documents, and have reviewed such
questions of law, as I have deemed necessary or appropriate for purposes
of this opinion. In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as
originals, the conformity to the original documents of all documents
submitted as copies and the authenticity of the originals of such latter
documents.
Based upon the foregoing examination, I am of the opinion that the
shares to be issued by Dover upon the exercise of options under the Plan
have been duly authorized and, when issued in the manner contemplated by
the Plan (including the declaration and maintenance of the effectiveness
of the Registration Statement and the obtaining and maintenance of all
requisite regulatory and other approvals), will be validly issued, fully
paid and nonassessable.
I am, in this opinion, opining only on the corporate law of the
State of Delaware and the federal law of the United States. I am not
opining on "blue sky" or other state securities laws.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" therein and in the related prospectus, and in any supplements
thereto or amendments thereof.
Very truly yours,
Michael B. Kinnard
MBK/gmh
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Dover Downs Entertainment, Inc.
We consent to the use of our report incorporated herein by reference.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
July 6, 1998
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Dover Downs Entertainment, Inc.
July 6, 1998
We consent to the use of our report included herein insofar as such report
relates to the financial statements and schedules of Dover Downs
Entertainment, Inc. for the year ended June 30, 1995.
Siegfried Schieffer, LLP
Wilmington, Delaware
