<PAGE>
As filed with the Securities and Exchange Commission on June 15, 2000
Registration No. 333-69515
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PARK PLACE ENTERTAINMENT CORPORATION
---------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 88-0400631
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3930 Howard Hughes Parkway, Las Vegas, Nevada 89109
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(Address of Principal Executive Offices) (Zip Code)
PARK PLACE ENTERTAINMENT CORPORATION
1998 INDEPENDENT DIRECTOR STOCK OPTION PLAN
-----------------------
Clive S. Cummis
Executive Vice President - Law &
Corporate Affairs and Secretary
Park Place Entertainment Corporation
3930 Howard Hughes Parkway
Las Vegas, Nevada 89109
(Name and address of agent for service)
(702) 699-5000
(Telephone number, including area code, of agent for service)
Copy to:
Cynthia A. Rotell, Esq.
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
(213) 485-1234
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<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share (2) price
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Common Stock, $0.01 par 535,000 $12.31 $6,585,850 $1,738.66
value
------------------------- ---------------------- ----------------------- ---------------------- ----------------------
</TABLE>
(1) The Park Place Entertainment Corporation 1998 Independent Director Stock
Option Plan, as amended, (the "Plan") authorizes the issuance of a maximum
of 600,000 shares of common stock ("Common Stock") of Park Place
Entertainment Corporation, a Delaware corporation (the "Company"), plus
reissuances of shares canceled under the Plan, and substitutions or
adjustments to shares to account for any change in corporate
capitalization, such as a stock split or a corporate transaction, any
merger, consolidation, separation, including a spin-off, or other
distribution of stock or property, any reorganization or any partial or
complete liquidation of the Company. Pursuant to Rule 416 under the
Securities Act of 1933, as amended, this Registration Statement also covers
an indeterminate number of shares of Common Stock which may be issued as a
result of anti-dilution provisions contained in the Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended,
the proposed maximum offering price per share is based on the average of
the high and low prices of the Common Stock as reported on the New York
Stock Exchange on June 13, 2000.
<PAGE>
INCORPORATION OF CONTENTS OF PRIOR REGISTRATION STATEMENT
Park Place Entertainment Corporation (the "Registrant"), files this
Registration Statement pursuant to Instruction E of Form S-8 and incorporates by
reference the contents of the previous Registration Statement filed by the
Registrant on Form S-8 (Registration No. 333-69515). The current registration of
535,000 shares of Common Stock will increase the number of shares registered for
issuance under the Registrant's 1998 Independent Director Stock Option Plan to
600,000 shares.
ITEM 8. EXHIBITS.
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit
Number
-------
4.1 Park Place Entertainment Corporation 1998 Independent Director Stock
Option Plan, as amended
4.2 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference from Exhibit 4.1 to the Registration
Statement on Form S-8 of the Registrant (No. 69507) filed with the
Securities and Exchange Commission on December 22, 1998)
4.3 Amended and Restated Bylaws of the Registrant (incorporated by
reference from Exhibit 4.2 to the Registration Statement on Form S-8
of the Registrant (No. 69507) filed with the Securities and Exchange
Commission on December 22, 1998)
5.1 Opinion of Clive S. Cummis
23.1 Consent of Clive S. Cummis (included as part of Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on the signature pages of this
Registration Statement)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Newark, State of New Jersey on this 15th day of June,
2000.
PARK PLACE ENTERTAINMENT CORPORATION
By: /s/ CLIVE S. CUMMIS
---------------------------------
Clive S. Cummis
Executive Vice President - Law &
Corporate Affairs and Secretary
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Scott A.
LaPorta and Clive S. Cummis, and each of them, with full power to act without
the other, such person's true and lawful attorneys-in-fact and agents, with full
power of substitution and resubstitution, for him and in his name, place and
stead, in any and all capacities, to sign this Registration Statement, and any
and all amendments thereto (including pre- and post-effective amendments), and
to file the same, with exhibits and schedules 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 necessary or desirable to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed below by the following persons in
their capacities on this 15th day of June, 2000.
SIGNATURE TITLE
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/s/ STEPHEN F. BOLLENBACH
------------------------------ Chairman of the Board of Directors
Stephen F. Bollenbach
/s/ BARBARA BELL COLEMAN
------------------------------ Director
Barbara Bell Coleman
/s/ A. STEVEN CROWN
------------------------------ Director
A. Steven Crown
/s/ CLIVE S. CUMMIS
------------------------------ Executive Vice President - Law &
Clive S. Cummis Corporate Affairs and Secretary and
Director
<PAGE>
/s/ ARTHUR M. GOLDBERG
------------------------------ President and Chief Executive
Arthur M. Goldberg Officer (Principal Executive
Officer) and Director
/s/ BARRON HILTON
------------------------------ Director
Barron Hilton
/s/ ERIC M. HILTON
------------------------------ Director
Eric M. Hilton
/s/ Scott A. LaPorta
------------------------------ Executive Vice President and Chief
Scott A. LaPorta Financial Officer (Principal
Financial and Accounting Officer)
/s/ J. KENNETH LOOLOIAN
------------------------------ Director
J. Kenneth Looloian
/s/ ROCCO J. MARANO
------------------------------ Director
Rocco J. Marano
/s/ GILBERT L. SHELTON
------------------------------ Director
Gilbert L. Shelton
/s/ GENERAL P.X. KELLEY
------------------------------ Director
General P.X. Kelley
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
4.1 Park Place Entertainment Corporation 1998 Independent Director Stock
Option Plan, as amended.
4.2 Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference from Exhibit 4.1 to the Registration
Statement on Form S-8 of the Registrant filed with the Securities and
Exchange Commission on December 22, 1998).
4.3 Amended and Restated Bylaws of the Registrant (incorporated by
reference from Exhibit 4.2 to the Registration Statement on Form S-8
of the Registrant filed with the Securities and Exchange Commission on
December 22, 1998).
5.1 Opinion of Clive S. Cummis
23.1 Consent of Clive S. Cummis (included as part of Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on the signature pages of this
Registration Statement)
