<PAGE>
As filed with the Securities and Exchange Commission on May 20, 1997
Registration No. 333-___________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________
HOLLYWOOD PARK, INC.
(Exact name of issuer as specified in its charter)
Delaware 95-3667491
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification number)
1050 South Prairie Avenue
Inglewood, CA 90301
(310) 419-1500
1996 STOCK OPTION PLAN
CERTAIN ADDITIONAL STOCK OPTION AGREEMENTS
(Full title of the Plan)
G. Michael Finnigan Copy to:
Hollywood Park, Inc. Al Segel, Esq.
1050 South Prairie Avenue Ashok Mukhey, Esq.
Inglewood, CA 90301 Irell & Manella LLP
(310) 419-1500 1800 Avenue of the Stars, Suite 900
Los Angeles, CA 90067
(Name, address including zip code (310) 277-1010
and telephone number, including
area code, of registrants'
agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=======================================================================================================
Proposed Proposed
Amount to be Maximum Maximum
Title of Registered Offering Price Aggregate Amount of
Securities to be Registered Shares Per Share Offering Price Registration Fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.10 par value 80,000 $11.50 $ 920,000 $ 279
Common Stock, $.10 par value 840,000 $14.4375(1) $12,127,500 $3675
======= =========== =====
920,000 13,047,500 3954
=======================================================================================================
</TABLE>
(1) The offering price is to be computed pursuant to Rule 457(h) and Rule
457(c). As such, the offering price is the average of the bid and the asked
price as of May 16, 1997.
<PAGE>
EXPLANATORY NOTE
This registration statement relates to 900,000 shares of the Registrant's
Common Stock issuable upon exercise of options granted pursuant the Registrant's
1996 Stock Option Plan (the "1996 Plan") and 20,000 shares of the Registrant's
Common Stock issuable upon exercise of options granted to certain directors of
the Registrant who are ineligible to receive option grants under the 1996 Plan.
The 1996 Plan, Forms of Stock Option Agreements under the 1996 Plan and certain
additional Stock Option Agreements for grants of options not made under the 1996
Plan have been filed as exhibits to this Form S-8.
-2-
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION
Information required by Item I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
Information required by Item 2 to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with Rule
428 under the Securities Act and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Registrant under the
Exchange Act with the Commission are incorporated herein by reference: (1) the
Registrant's Annual Report on Form 10-K for the fiscal year ended December 31,
1996; and (2) the description of the Registrant's Common Stock set forth in the
Registrant's Registration Statement on Form 8-A filed with the Commission on
June 29, 1994.
In addition, all documents subsequently filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act"), prior to the filing of a post-effective amendment that
indicates that all securities offered have been sold or that deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the date of
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
-3-
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides
that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the
corporation or is or was serving at its request in such capacity in another
corporation or business association, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 102(b)(7) of the DGCL permits a corporation to provide in its
certificate of incorporation that a director of the corporation shall not be
personally liable to the corporation or its stockholders for monetary damages
for breach of fiduciary duty as a director, except for liability (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,
or (iv) for any transaction from which the director derived an improper personal
benefit.
As permitted by Section 102(b)(7) of the DGCL, the Registrant's Certificate
of Incorporation, as amended, includes a provision that limits a director's
personal liability to the Registrant or its stockholders for monetary damages
for breaches of his or her fiduciary duty as a director. Article XIII of the
Registrant's Certificate of Incorporation, as amended, provides that no director
of the Registrant shall be personally liable to the Registrant or its
stockholders for monetary damages for breach of fiduciary duty to the fullest
extent permitted by the DGCL.
As permitted by Section 145 of the DGCL, the Registrant's Bylaws provide
that, to the fullest extent permitted by the DGCL, directors, officers and
certain other persons who are made, or are threatened to be made, parties to, or
are involved in, any action, suit or proceeding will be indemnified by the
Registrant with respect thereto.
The Registrant maintains insurance policies under which its directors and
officers are insured, within the limits and subject to the limitations of the
policies, against expenses in connection with the defense of actions, suits or
proceedings, and certain liabilities that might be imposed as a result of such
actions, suits or proceedings, to which they are parties by reason of being or
having been directors or officers of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
-4-
<PAGE>
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Specimen of Common Stock Certificate (1)
4.2(a) 1996 Stock Option Plan (2)
4.2(b) Form of Non-Qualified Stock Option Agreement under the 1996 Plan
4.3 Form of Non-Qualified Stock Option Agreement for options not
granted under the 1996 Plan
5.1 Legal Opinion of Irell & Manella LLP
23.1 Consent of Irell & Manella LLP (included in legal opinion filed as
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
_______________
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission (File No.
33-63840).
(2) Incorporated by reference to the Registrant's Exhibit D of the Notice of
Annual Meeting to Stockholders and Proxy Statement relating to the Annual
Meeting of Stockholders of Hollywood Park, Inc. held on October 30, 1996.
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 the 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;
(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) do
-------- -------
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
-5-
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(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 of 1933, 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 therein, 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 Securities 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 of whether such indemnification
by it is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
-6-
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
hereby 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 Los Angeles, State of California, on the 10th day of
April 1997.
HOLLYWOOD PARK, INC.
By: /s/ G. Michael Finnigan
----------------------------------------------
G. Michael Finnigan
President, Sports and Entertainment,
Executive Vice President, Treasurer
and Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints R.D. Hubbard and G. Michael Finnigan, and each of
them, his attorneys-in-fact and agents, each with full power of substitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all 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, hereby ratifying and confirming all that
said attorneys-in-fact and agents, and each of them, or the substitute or
substitutes of any or all of them, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ R.D. Hubbard Chairman of the Board, Chief April 10, 1997
- ------------------------
R.D. Hubbard Executive Officer and Director
(Principal Executive Officer)
/s/ Harry Ornest Vice Chairman of the Board April 10, 1997
- ------------------------
Harry Ornest and Director
/s/ Donald M. Robbins President and Secretary April 10, 1997
- ------------------------
Donald M. Robbins
</TABLE>
-7-
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ G. Michael Finnigan Executive Vice President and April 10, 1997
- -----------------------
G. Michael Finnigan Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ J.R. Johnson Director April 10, 1997
- -----------------------
J.R. Johnson
/s/ Robert T. Manfuso Director April 10, 1997
- -----------------------
Robert T. Manfuso
/s/ Lynn P. Reitnouer Director April 10, 1997
- -----------------------
Lynn P. Reitnouer
/s/ Herman Sarkowsky Director April 10, 1997
- -----------------------
Herman Sarkowsky
/s/ Warren B. Williamson Director April 10, 1997
- -----------------------
Warren B. Williamson
</TABLE>
-8-
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
4.1 Specimen of Common Stock Certificate (1)
4.2(a) 1996 Stock Option Plan (2)
4.2(b) Form of Non-Qualified Stock Option Agreement under the 1996 Plan
4.3 Form of Non-Qualified Stock Option Agreement for options not
granted under the 1996 Plan
5.1 Legal Opinion of Irell & Manella LLP
23.1 Consent of Irell & Manella LLP (included in legal opinion filed as
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
_______________
(1) Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as filed with the Securities and Exchange Commission (File No.
33-63840).
(2) Incorporated by reference to the Registrant's Exhibit D of the Notice of
Annual Meeting to Stockholders and Proxy Statement relating to the Annual
Meeting of Stockholders of Hollywood Park, Inc. held on October 30, 1996.
<PAGE>
Exhibit 4.2(b)
NONQUALIFIED STOCK OPTION AGREEMENT
-----------------------------------
This NONQUALIFIED STOCK OPTION AGREEMENT is made as of this ____ day of
_________, 199__, between HOLLYWOOD PARK, INC., a Delaware corporation (the
"COMPANY"), and _______________ ("OPTIONEE"). All capitalized terms not
specifically defined herein shall have the meanings set forth in the Company's
1996 Stock Option Plan (the "PLAN").
R E C I T A L S
---------------
A. Pursuant to the Plan, the Compensation Committee of the Board of
Directors (the "COMMITTEE") has determined that it is to the advantage and in
the best interests of the Company and its stockholders to grant a nonqualified
stock option to Optionee covering ______ shares of the Company's Common Stock in
order to more closely align the Optionee's interests with those of other
stockholders of the Company, and has approved the execution of this Nonqualified
Stock Option Agreement between the Company and Optionee.
B. The option granted hereby is not intended to qualify as an "incentive
---
stock option" under Section 422 of the Internal Revenue Code of 1986, as amended
(the "CODE").
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option. The Company grants to Optionee the right and option
---------------
("OPTION") to purchase on the terms and conditions hereinafter set forth, all or
any part of an aggregate of _____ shares of Common Stock at the purchase price
of $____ per share. The Option shall be exercisable from time to time in
accordance with the provisions of this Agreement during a period expiring on the
tenth anniversary of the date of this Agreement (the "EXPIRATION DATE") or
earlier in accordance with Section 4 hereof.
2. Vesting. No portion of this Option shall vest prior to the dates
-------
indicated below. Subject to Section 4 hereof, on or after the date of grant and
the following anniversary dates of this agreement this Option may be exercised
up to the indicated percentage of shares covered by this Option:
<TABLE>
<CAPTION>
Percentage Cumulative
Initially Percentage
Date Exercisable Exercisable
---- ------------ ------------
<S> <C> <C>
Date of Grant 33.33% 33.33%
First Anniversary 33.33% 66.67%
Second Anniversary 33.33% 100%
</TABLE>
Subject to earlier termination under Section 4 hereof, at any time after the
second anniversary date of this Agreement, but no later than the Expiration
Date, Optionee may purchase all or any part of the shares subject to this Option
which Optionee theretofore failed to purchase. In each case the number of
shares which may be purchased shall be calculated to the nearest full share.
-1-
<PAGE>
3. Manner of Exercise. Each exercise of this Option shall be by means of
------------------
a written notice of exercise delivered to the Company, specifying the number of
shares to be purchased and accompanied by payment to the Company of the full
purchase price of the shares to be purchased solely in cash or by check payable
to the order of the Company.
This Option may be exercised (i) during the lifetime of Optionee only
by Optionee; (ii) to the extent permitted by the Committee or by the terms of
this Agreement, Optionee's spouse if such spouse obtained the Option pursuant to
a qualified domestic relations order as defined by the Code or Title I of ERISA,
or the rules thereunder ("QUALIFIED DOMESTIC RELATIONS ORDER"); and (iii) after
Optionee's death by his or her transferees by will or the laws of descent or
distribution.
4. Termination of Board Membership. Any portion of this grant which has
-------------------------------
not vested shall lapse immediately if Optionee ceases to be a member of the
Board of Directors of the Company, and all rights and privileges contained
herein shall become null and void and of no further force or effect. Any
unexercised, but vested portion of this grant shall lapse 90 days after Optionee
ceases to be a member of the Board of Directors of the Company, and all rights
and privileges contained herein shall become null and void and of no further
force or effect.
5. Shares to be Issued in Compliance with Federal Securities and Other
-------------------------------------------------------------------
Applicable Laws and Exchange Rules. By accepting the Option, Optionee
- ----------------------------------
represents and agrees, for Optionee and his or her legal successors (by will or
the laws of descent and distribution or through a Qualified Domestic Relations
Order), that none of the shares purchased upon exercise of the option will be
acquired with a view to any sale, transfer or distribution of said shares in
violation of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and
the rules and regulations promulgated thereunder, any applicable state "blue
sky" laws or any applicable foreign laws. If required by the Committee at the
time the Option is exercised, Optionee or any other person entitled to exercise
the Option shall furnish evidence satisfactory to the Company (including a
written and signed representation) to such effect in form and substance
satisfactory to the Company, including an indemnification of the Company in the
event of any violation of the Securities Act, state blue sky laws or any
applicable foreign laws by such person. The Company shall use its reasonable
efforts to take all necessary and appropriate action to assure that the shares
issuable upon the exercise of this Option shall be issued in full compliance
with the Securities Act, state blue sky laws, applicable foreign laws and all
applicable listing requirements of any principal securities exchange on which
shares of the same class are listed.
6. Withholding of Taxes. Upon the exercise of this Option, the Company
--------------------
shall have the right to require Optionee or Optionee's legal successor to pay
the Company the amount of any taxes which the Company may be required to
withhold with respect to such shares.
7. No Assignment. This Option and all other rights and privileges
-------------
granted hereby shall not be transferred, either voluntarily or by operation of
law otherwise than by will or the laws of descent and distribution or pursuant
to a Qualified Domestic Relations Order. Upon any attempt to so transfer or
otherwise dispose of this Option or any other right or privileges granted hereby
contrary to the provisions hereof, this Option and all rights and privileges
contained herein shall immediately become null and void and of no further force
or effect.
8. Adjustment for Reorganizations, Stock Splits, etc. If the outstanding
--------------------------------------------------
shares of Common Stock of the Company (or any other class of shares or
securities which shall have
-2-
<PAGE>
become issuable upon the exercise of this Option pursuant to this sentence) are
increased or decreased or changed into or exchanged for a different number or
kind of shares or securities of the Company through reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, an appropriate and proportionate adjustment
shall be made in the maximum number and kind of shares receivable upon the
exercise of this Option, without change in the aggregate purchase price
applicable to the unexercised portion of this Option, but with a corresponding
adjustment in the price for each share or other unit of any security covered by
this Option.
Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all the property or more than eighty percent
(80%) of the then outstanding stock of the Company to another corporation, this
Option shall terminate; provided, however, that notwithstanding the foregoing,
-------- -------
the Committee shall provide in writing in connection with such transaction for
the appropriate satisfaction of this Option by one or more of the following
alternatives (separately or in combinations): (i) for the Option to become
immediately exercisable notwithstanding the provisions of Sections 2 and 3;
(ii) for the assumption by the successor corporation of this Option or the
substitution by such corporation therefor of a new option covering the stock of
the successor corporation or its subsidiaries with appropriate adjustments as to
the number and kind of shares and prices; (iii) for the continuance of the Plan
by such successor corporation in which event the Plan and this Option shall
continue in the manner and under the terms so provided; or (iv) for the payment
in cash or stock in lieu of and in complete satisfaction of this Option.
Adjustments under this Section 8 shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional shares of stock shall be
issued under this Option on any such adjustment.
9. Participation by Optionee in Other Company Plans. Nothing herein
------------------------------------------------
contained shall affect the right of Optionee to participate in and receive
benefits under and in accordance with the then current provisions of any
pension, insurance, profit sharing or other employee welfare plan or program of
the Company or of any subsidiary of the Company.
10. No Rights as a Stockholder Until Issuance of Stock Certificate.
--------------------------------------------------------------
Neither Optionee nor any other person legally entitled to exercise this Option
shall be entitled to any of the rights or privileges of a stockholder of the
Company in respect of any shares issuable upon any exercise of this Option
unless and until a certificate or certificates representing such shares shall
have been actually issued and delivered to Optionee. No shares shall be issued
and delivered upon the exercise of any option unless and until there shall have
been full compliance with all applicable requirements of the Securities Act
(whether by registration or satisfaction of exemption conditions), all
applicable listing requirements of any national securities exchange on which
shares of the same class are then listed and any other requirements of law or of
any regulatory bodies having jurisdiction over such issuance and delivery.
11. Not an Employment or Service Contract. Nothing herein contained shall
-------------------------------------
be construed as an agreement by the Company or any of its subsidiaries, express
or implied, to employ Optionee or contract for Optionee's services, to restrict
the Company's or such subsidiary's right to discharge Optionee or cease
contracting for Optionee's services or to modify, extend or otherwise affect in
any manner whatsoever, the terms of any employment
-3-
<PAGE>
agreement or contract for services which may exist between Optionee and the
Company or any of its subsidiaries.
12. Agreement Subject to Stock Option Plan. The Option hereby granted is
--------------------------------------
subject to, and the Company and Optionee agree to be bound by, all of the terms
and conditions of the Plan, as the same shall be amended from time to time in
accordance with the terms thereof, but no such amendment shall adversely affect
Optionee's rights under this Option without the prior written consent of
Optionee.
13. Execution. The interpretation, performance and enforcement of this
---------
Agreement shall be governed by the internal substantive laws of the State of
Delaware, without regard to the conflict of laws provisions of that or any other
State.
HOLLYWOOD PARK, INC.
By:____________________________________
Its:____________________________________
OPTIONEE
_______________________________________
Name:
-4-
<PAGE>
Exhibit 4.3
STANDALONE NONQUALIFIED STOCK OPTION AGREEMENT
----------------------------------------------
This STANDALONE NONQUALIFIED STOCK OPTION AGREEMENT is made as of this ___
day of ___________, 199__, between HOLLYWOOD PARK, INC., a Delaware corporation
(the "COMPANY"), and ______________ ("OPTIONEE").
R E C I T A L S
---------------
A. The Compensation Committee of Board of Directors of the Company (the
"COMMITTEE") has determined that it is to the advantage and in the best
interests of the Company and its stockholders to grant a nonqualified stock
option to Optionee covering ______ shares of the Company's Common Stock in order
to more closely align the Optionee's interests with those of the other
stockholders of the Company, and has approved the execution of this Standalone
Nonqualified Stock Option Agreement between the Company and Optionee.
B. The option granted hereby is not intended to qualify as an "incentive
---
stock option" under Section 422 of the Internal Revenue Code of 1986, as amended
(the "CODE").
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant of Option. The Company grants to Optionee the right and option
---------------
("OPTION") to purchase on the terms and conditions hereinafter set forth, all or
any part of an aggregate of ______ shares of Common Stock at the purchase price
of $_____ per share. The Option shall be exercisable from time to time in
accordance with the provisions of this Agreement during a period expiring on
the tenth anniversary of the date of this Agreement (the "EXPIRATION DATE") or
earlier in accordance with Section 4 hereof.
2. Vesting. No portion of this Option shall vest prior to the dates
-------
indicated below. Subject to Section 4 hereof, on or after the date of grant and
the following anniversary dates of this agreement this Option may be exercised
up to the indicated percentage of shares covered by this Option:
<TABLE>
<CAPTION>
Percentage Cumulative
Initially Percentage
Date Exercisable Exercisable
---- ----------- -----------
<S> <C> <C>
Date of Grant 33.33% 33.33%
First Anniversary 33.33% 66.67%
Second Anniversary 33.33% 100%
</TABLE>
Subject to earlier termination under Section 4 hereof, at any time after the
second anniversary date of this Agreement, but no later than the Expiration
Date, Optionee may purchase all or any part of the shares subject to this Option
which Optionee theretofore failed to purchase. In each case the number of
shares which may be purchased shall be calculated to the nearest full share.
-1-
<PAGE>
3. Manner of Exercise. Each exercise of this Option shall be by means of
------------------
a written notice of exercise delivered to the Company, specifying the number of
shares to be purchased and accompanied by payment to the Company of the full
purchase price of the shares to be purchased solely in cash or by check payable
to the order of the Company.
This Option may be exercised (i) during the lifetime of Optionee only
by Optionee; (ii) to the extent permitted by the Committee or by the terms of
this Agreement, Optionee's spouse if such spouse obtained the Option pursuant to
a qualified domestic relations order as defined by the Code or Title I of ERISA,
or the rules thereunder ("QUALIFIED DOMESTIC RELATIONS ORDER"); and (iii) after
Optionee's death by his or her transferees by will or the laws of descent or
distribution.
4. Termination of Board Membership. Any portion of this grant which has
-------------------------------
not vested shall lapse immediately if Optionee ceases to be a member of the
Board of Directors of the Company, and all rights and privileges contained
herein shall become null and void and of no further force or effect. Any
unexercised, but vested portion of this grant shall lapse 90 days after Optionee
ceases to be a member of the Board of Directors of the Company, and all rights
and privileges contained herein shall become null and void and of no further
force or effect.
5. Shares to be Issued in Compliance with Federal Securities and Other
-------------------------------------------------------------------
Applicable Laws and Exchange Rules. By accepting the Option, Optionee
- ----------------------------------
represents and agrees, for Optionee and his or her legal successors (by will or
the laws of descent and distribution or through a Qualified Domestic Relations
Order), that none of the shares purchased upon exercise of the option will be
acquired with a view to any sale, transfer or distribution of said shares in
violation of the Securities Act of 1933, as amended (the "SECURITIES ACT"), and
the rules and regulations promulgated thereunder, any applicable state "blue
sky" laws or any applicable foreign laws. If required by the Committee at the
time the Option is exercised, Optionee or any other person entitled to exercise
the Option shall furnish evidence satisfactory to the Company (including a
written and signed representation) to such effect in form and substance
satisfactory to the Company, including an indemnification of the Company in the
event of any violation of the Securities Act, state blue sky laws or any
applicable foreign laws by such person. The Company shall use its reasonable
efforts to take all necessary and appropriate action to assure that the shares
issuable upon the exercise of this Option shall be issued in full compliance
with the Securities Act, state blue sky laws, applicable foreign laws and all
applicable listing requirements of any principal securities exchange on which
shares of the same class are listed.
6. Withholding of Taxes. Upon the exercise of this Option, the Company
--------------------
shall have the right to require Optionee or Optionee's legal successor to pay
the Company the amount of any taxes which the Company may be required to
withhold with respect to such shares.
7. No Assignment. This Option and all other rights and privileges
-------------
granted hereby shall not be transferred, either voluntarily or by operation of
law otherwise than by will or the laws of descent and distribution or pursuant
to a Qualified Domestic Relations Order. Upon any attempt to so transfer or
otherwise dispose of this Option or any other right or privileges granted hereby
contrary to the provisions hereof, this Option and all rights and privileges
contained herein shall immediately become null and void and of no further force
or effect.
8. Adjustment for Reorganizations, Stock Splits, etc. If the outstanding
--------------------------------------------------
shares of Common Stock of the Company (or any other class of shares or
securities which shall have
-2-
<PAGE>
become issuable upon the exercise of this Option pursuant to this sentence) are
increased or decreased or changed into or exchanged for a different number or
kind of shares or securities of the Company through reorganization,
recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, an appropriate and proportionate adjustment
shall be made in the maximum number and kind of shares receivable upon the
exercise of this Option, without change in the aggregate purchase price
applicable to the unexercised portion of this Option, but with a corresponding
adjustment in the price for each share or other unit of any security covered by
this Option.
Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving corporation,
or upon a sale of substantially all the property or more than eighty percent
(80%) of the then outstanding stock of the Company to another corporation, this
Option shall terminate; provided, however, that notwithstanding the foregoing,
-------- -------
the Committee shall provide in writing in connection with such transaction for
the appropriate satisfaction of this Option by one or more of the following
alternatives (separately or in combinations): (i) for the Option to become
immediately exercisable notwithstanding the provisions of Sections 2 and 3;
(ii) for the assumption by the successor corporation of this Option or the
substitution by such corporation therefor of a new option covering the stock of
the successor corporation or its subsidiaries with appropriate adjustments as to
the number and kind of shares and prices; or (iii) for the payment in cash or
stock in lieu of and in complete satisfaction of this Option.
Adjustments under this Section 8 shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final, binding and conclusive. No fractional shares of stock shall be
issued under this Option on any such adjustment.
9. Participation by Optionee in Company Plans. Nothing herein contained
------------------------------------------
shall affect the right of Optionee to participate in and receive benefits under
and in accordance with the then current provisions of any pension, insurance,
profit sharing or other employee welfare plan or program of the Company or of
any subsidiary of the Company.
10. No Rights as a Stockholder Until Issuance of Stock Certificate.
--------------------------------------------------------------
Neither Optionee nor any other person legally entitled to exercise this Option
shall be entitled to any of the rights or privileges of a stockholder of the
Company in respect of any shares issuable upon any exercise of this Option
unless and until a certificate or certificates representing such shares shall
have been actually issued and delivered to Optionee. No shares shall be issued
and delivered upon the exercise of any option unless and until there shall have
been full compliance with all applicable requirements of the Securities Act
(whether by registration or satisfaction of exemption conditions), all
applicable listing requirements of any national securities exchange on which
shares of the same class are then listed and any other requirements of law or of
any regulatory bodies having jurisdiction over such issuance and delivery.
11. Not an Employment or Service Contract. Nothing herein contained shall
-------------------------------------
be construed as an agreement by the Company or any of its subsidiaries, express
or implied, to employ Optionee or contract for Optionee's services, to restrict
the Company's or such subsidiary's right to discharge Optionee or cease
contracting for Optionee's services or to modify, extend or otherwise affect in
any manner whatsoever, the terms of any employment
-3-
<PAGE>
agreement or contract for services which may exist between Optionee and the
Company or any of its subsidiaries.
12. Execution. The interpretation, performance and enforcement of this
---------
Agreement shall be governed by the internal substantive laws of the State of
Delaware, without regard to the conflict of laws provisions of that or any other
State.
HOLLYWOOD PARK, INC.
By:____________________________________
Its:____________________________________
OPTIONEE
_______________________________________
Name:
-4-
<PAGE>
Exhibit 5.1
May 20, 1997
Board of Directors
Hollywood Park, Inc.
1050 South Prairie Avenue
Inglewood, CA 90301
Gentlemen:
We have acted as counsel in connection with the preparation and filing of
that certain Registration Statement on Form S-8 (the "Registration Statement")
to be filed by you with the Securities and Exchange Commission in connection
with the registration of (i) 900,000 shares of the Common Stock (the "Common
Stock") of Hollywood Park, Inc., a Delaware corporation (the "Company"),
issuable upon exercise of options granted pursuant to the Company's 1996 Stock
Option Plan (the "1996 Plan") and (ii) 20,000 shares of the Common Stock of the
Company issuable upon exercise of options to purchase an aggregate of 20,000
shares of Common Stock granted to certain directors of the Company (the
"Director Options"). As such counsel, we have examined the 1996 Plan and the
Director Options and the sale and issuance of the Common Stock pursuant thereto
and such other matters and documents as we have deemed necessary or relevant as
a basis for this opinion.
Based on these examinations, it is our opinion that such Common Stock, when
sold and issued in the manner referred to in the Registration Statement, the
1996 Plan and the Director Options, will be legally issued, fully paid and non-
assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and any amendment thereto. This opinion is furnished to you in
connection with the registration of the above-described shares, is solely for
your benefit and may not be relied upon by, nor copies delivered to, any other
person or entity without our prior written consent.
Very truly yours,
/s/ Irell & Manella, LLP
------------------------
IRELL & MANELLA, LLP
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration statement
on Form S-8, with respect to the registration of shares issued (i) upon exercise
of options granted pursuant to the 1996 Stock Option Plan of Hollywood Park,
Inc. and (ii) upon exercise of options to purchase an aggregate of 20,000 shares
of Common Stock granted to certain directors of Hollywood Park, Inc. of our
report dated February 18, 1997 on the consolidated balance sheets of Hollywood
Park, Inc. and subsidiaries as of December 31, 1996 and 1995, and the related
consolidated statements of operations, shareholders' equity and cash flows for
the three years ended December 31, 1996, which report appears in the Annual
Report on Form 10-K of Hollywood Park, Inc. for the fiscal year ended December
31, 1996.
/s/ ARTHUR ANDERSEN LLP
------------------------
ARTHUR ANDERSEN LLP
Los Angeles, California
May 8, 1997
