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As filed with the Securities and Exchange Commission on October 2, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
VENTURE CATALYST INCORPORATED
(Exact name of registrant as specified in its charter)
Utah
(State or other jurisdiction of
incorporation or organization)
33-0618806
(I.R.S. Employer Identification No.)
16868 Via Del Campo Court, Suite 200, San Diego, California 92127
(Address of Principal Executive Offices) (Zip Code)
VENTURE CATALYST INCORPORATED
1995 STOCK OPTION PLAN,
AS AMENDED
(Full title of the plan)
Kevin McIntosh
Vice President, Chief Financial Officer and Treasurer
Venture Catalyst Incorporated
16868 Via Del Campo Court, Suite 200
San Diego, California 92127
(Name and address of agent for service)
(858) 385-1000
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Glenn D. Smith, Esq.
Venture Catalyst Incorporated
16868 Via Del Campo Court, Suite 200
San Diego, CA 92127
(858) 385-1000
CALCULATION OF REGISTRATION FEE
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=============================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be Offering price Aggregate Amount of
To be registered Registered per share(1) Offering price(1) Registration fee
-------------------------- ------------------ --------------------- --------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par 3,000,000 $3.328 $9,984,000 $2,640.00
value shares(2)
=============================================================================================================
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(1) In accordance with Rule 457(h)(1), the price of the securities has
been estimated pursuant to Rule 457(c) solely for the purpose of calculating the
registration fee, and the price listed is the average of the high and low prices
of the Registrant's Common Stock as reported on the NASDAQ National Market on
September 28, 2000 (a date within 5 business days prior to the date of filing
this Registration Statement).
(2) As presently constituted, plus such indeterminate number of shares
as may become subject to the Venture Catalyst Incorporated 1995 Stock Option
Plan, as Amended, as a result of adjustment provisions set forth in such Plan
and agreements entered into pursuant thereto.
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STATEMENT UNDER GENERAL INSTRUCTION E.
REGISTRATION OF ADDITIONAL SECURITIES
The shares covered by this Registration Statement represent additional
shares of the Registrant's Common Stock that have become available for issuance
under the Venture Catalyst Incorporated 1995 Stock Option Plan, as Amended (the
"1995 Plan") as a result of an amendment increasing the number of shares
authorized for issuance thereunder from 9,000,000 to 12,000,000, which amendment
is reflected in the revised Venture Catalyst Incorporated 1995 Stock Option
Plan, as Amended (the "Amended 1995 Plan"), which is included as Exhibit 4.1
hereto. The Amended 1995 Plan supercedes the 1995 Plan. Unless otherwise noted
herein, the contents of the Registrant's Form S-8 Registration Statement (File
No. 333-82169) relating to the 1995 Plan are incorporated by reference into this
Registration Statement.
PART II
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ITEM 8. EXHIBITS.
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4.1 Venture Catalyst Incorporated 1995 Stock Option Plan, as
Amended, previously filed as Appendix A to the Definitive
Proxy Statement dated April 27, 2000, of Venture Catalyst
Incorporated, a Utah corporation (formerly Inland
Entertainment Corporation) (the "Company"), filed with
the U.S. Securities and Exchange Commission (the
"Commission") on April 27, 2000, which is incorporated
herein by reference.
5 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Grant Thornton LLP
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP
(included in Exhibit 5)
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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 San Diego, State of California, on October 2, 2000.
VENTURE CATALYST INCORPORATED,
a Utah corporation
By: /s/ L. Donald Speer, II
----------------------------------
L. Donald Speer, II
Chairman of the Board and
Chief Executive Officer
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 date indicated:
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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ L. Donald Speer, II Chairman of the Board and October 2, 2000
--------------------------------- Chief Executive Officer, and
L. Donald Speer, II a Director (Principal
Executive Officer)
/s/ Kevin McIntosh Vice President, Chief October 2, 2000
--------------------------------- Financial Officer, Principal
Kevin McIntosh Accounting Officer and
Treasurer
/s/ Andrew B. Laub Executive Vice President, October 2, 2000
--------------------------------- Corporate Development, and a
Andrew B. Laub Director
/s/ Stephen M. Dirks Vice President, Corporate October 2, 2000
--------------------------------- Development and a Director
Stephen M. Dirks
/s/ Jana McKeag Vice President, Governmental October 2, 2000
--------------------------------- Relations and a Director
Jana McKeag
/s/ Glenn D. Smith Executive Vice President, October 2, 2000
--------------------------------- General Counsel, and Secretary
Glenn D. Smith
/s/ Charles Theodore ("Ted") Owen Director October 2, 2000
---------------------------------
Charles Theodore ("Ted") Owen
/s/ Charles Reibel Director October 2, 2000
---------------------------------
Charles Reibel
Director October 2, 2000
---------------------------------
Cornelius E. ("Neil") Smyth
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INDEX TO EXHIBITS
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ITEM 8. EXHIBITS
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4.1 Venture Catalyst Incorporated 1995 Stock Option Plan, as
Amended, previously filed as Appendix A to the Definitive
Proxy Statement dated July 27, 2000 of Venture Catalyst
Incorporated, a Utah corporation (formerly Inland
Entertainment Corporation) (the "Company"), filed with
the U.S. Securities and Exchange Commission (the
"Commission") on July 27, 2000, which is incorporated
herein by reference.
5 Opinion of Paul, Hastings, Janofsky & Walker LLP
23.1 Consent of Grant Thornton LLP
23.2 Consent of Paul, Hastings, Janofsky & Walker LLP
(included in Exhibit 5)
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