As filed with the Securities and Exchange Commission on
April 21, 1995
Registration No. 2-93578
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
___________________________________
POST EFFECTIVE AMENDMENT NO. 7
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________________
CIRCUS CIRCUS ENTERPRISES,INC.
(Exact name of issuer as specified in its charter)
NEVADA 88-0121916
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2880 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, 89109
(Address of Principal Executive Offices) (Zip Code)
CIRCUS CIRCUS ENTERPRISES, INC. 1983 NONQUALIFIED STOCK OPTION PLAN
(Full Title of the Plan)
MIKE SLOAN, 2880 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(Name and address of agent for service)
(702) 734-0410
(Telephone number, including area code, of agent for service)
CIRCUS CIRCUS ENTERPRISES, INC.
CROSS REFERENCE SHEET
Pursuant to Rule 404 and Item 501 of Regulations S-K
Form S-8 Item No. Heading in Prospectus
1. Plan Information
(a) General Plan
Information Cover Page; Description of the
Plan - General and - Purpose;
Administration
(b) Securities to be
Offered Cover Page; Description of the
Plan - General
(c) Employees Who May
Participate in the
Plan Description of the Plan -
General - Purpose and -
Eligibility
(d) Purchase of
Securities Pursuant
to the Plan and
Payments for
Securities
Offered Description of the Plan -
Purchase of Stock Pursuant to
the Plan, - Limitations and -
Termination of Options
(e) Resale Restrictions Restrictions on Resale
(f) Tax Effects of Plan
Participation Federal Income Tax
Consequences
(g) Investment of Funds Not Applicable
(h) Withdrawal from the
Plan; Assignment of
Interest Description of the Plan -
Transferability and -
Termination of Options
(i) Forfeitures and
Penalties Description of the Plan -
Termination of Options
(j) Charges and
Deductions and Liens
Therefor Description of the Plan -
Termination of Options
2. Registrant Information
and Employee Plan Annual
Information Reports of the Company;
Incorporation of Certain
Documents by Reference
PROSPECTUS
CIRCUS CIRCUS ENTERPRISES, INC.
3,000,000 Shares
Common Stock, $.01-2/3 Par Value
Offered Pursuant to the 1983 Nonqualified Stock Option Plan
The shares covered by this Prospectus are being offered by Circus
Circus Enterprises, Inc. (the "Company") pursuant to the Company's 1983
Nonqualified Stock Option Plan (the "Plan") which provides for the
granting of stock options covering up to 3,000,000 shares of the
Company's Common Stock, $.01-2/3 par value ("Common Stock"), subject to
adjustment in the event of any charges in the Common Stock resulting
from stock dividends, stock splits and similar changes.
_______________
The Common Stock of the Company is listed on the New York Stock
Exchange and the Pacific Stock Exchange. On April 18, 1995, the last
reported sale price of the Common Stock on the New York Stock Exchange
Composite Tape (as adjusted to reflect a three-for-two stock split
effective July 9, 1993) was $30.50 per share.
_______________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
_______________
THE NEVADA GAMING COMMISSION HAS NOT PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
_______________
The date of this Prospectus is April 21, 1995.
ADDITIONAL INFORMATION
The Company has filed a Registration Statement with the
Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended, with respect to the shares offered
hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement, certain items of which are
contained in schedules and exhibits to the Registration Statement as
permitted by the rules and regulations of the Commission. For further
information, reference is made to the Registration Statement, including
the financial schedules and exhibits filed or incorporated as a part
thereof. Items of information omitted from this Prospectus but con-
tained in the Registration Statement may be inspected and copies may be
obtained (at prescribed rates) at the Commission's Public Reference
Section at 450 Fifth Street, N.W., Washington, D.C. 20549.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and, in accordance therewith, files
reports, proxy statements and other information with the Commission.
Such reports, proxy statements and other information can be inspected
and copied (at prescribed rates) at the Public Reference Section
offices of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549, and at the Commission's regional offices at 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511; Seven World Trade
Center, 13th Floor, New York, New York 10007; and Suite 1100, 5670
Wilshire Boulevard, Los Angeles, California 90036-3648. In addition,
the Common Stock is listed on the New York Stock Exchange and similar
information concerning the Company can be inspected and copied at the
New York Stock Exchange, 20 Broad Street, New York, New York 10005.
No person is authorized to give any information or to make any
representations not contained in this Prospectus in connection with the
offer described herein, and any information or representation not
contained herein must not be relied upon as having been authorized by
the Company. This Prospectus does not constitute an offer to sell
these securities in any state to any person to whom it is unlawful to
make such offer in such state. Neither the delivery of this Prospectus
nor any sale made hereunder shall, under any circumstances, create an
implication that information herein is correct as of any time
subsequent to its date.
The Company will provide, without charge, to each person to whom
this Prospectus is delivered, a copy of the Company's annual report to
stockholders for its last fiscal year together with a copy of any docu-
ment or part thereof incorporated by reference in this Prospectus but
not delivered herewith (not including exhibits to such information,
unless such exhibits are specifically incorporated by reference into
the information that this Prospectus incorporates) upon the written or
oral request of such person. Requests should be directed to the Mike
Sloan, Secretary of the Company, 2880 Las Vegas Boulevard South, Las
Vegas, Nevada 89109 (telephone 702-734-0410).
DESCRIPTION OF THE PLAN
General
The Circus Circus Enterprises, Inc. 1983 Nonqualified Stock Option
Plan (the "Plan") was adopted by the Company's Board of Directors and
its stockholders on August 11, 1983, and became effective on that date.
A maximum of 3,000,000 shares of the Company's Common Stock, $.01-2/3
par value (the "Common Stock"), may be purchased under the Plan,
subject to adjustment in the event of changes in the Common Stock
resulting from stock dividends, stock splits and similar changes. A
copy of the Plan may be obtained from the Company by writing or calling
Mike Sloan, Secretary of the Company, at 2880 Las Vegas Boulevard
South, Las Vegas, Nevada 89109 (telephone number 702-734-0410). The
Plan is not subject to any provisions of the Employee Retirement Income
Security Act of 1974. All references in this Prospectus to numbers of
shares and market and exercise prices have been adjusted to reflect
two-for-one splits of the Company's Common Stock effective at the close
of business on July 1, 1986 and July 12, 1991, respectively, and a
three-for-two split of the Company's Common Stock effective at the
close of business on July 9, 1993.
Purpose
The purpose of the Plan is to enable the Company to attain and
attract executive, managerial, professional, and supervisory personnel
for the Company and its subsidiaries, and to provide additional
incentive to such personnel to increase their stock ownership in the
Company.
Eligibility
With the exception of members of the committee which administers
the Plan (the "Committee"), any employee of the Company or a subsidiary
of the Company with executive, managerial, professional or supervisory
responsibility (who may or may not be an officer or member of the Board
of Directors) was eligible to receive options under the Plan. As of
the date of this Prospectus, the period during which options could be
granted pursuant thereto has expired. Accordingly, no additional
options will be granted pursuant to the Plan.
Term and Amendment of Plan
Under the terms of the Plan, options could be granted under the
Plan from time to time through August 10, 1993, and options theretofore
granted will remain exercisable for the term for which granted. An
option may not be exercisable after the expiration of five years from
the date it is granted.
The Board of Directors may, at any time, insofar as permitted by
law, with respect to any shares at the time not subject to options,
suspend or discontinue the Plan or revise or amend it in any respect
whatsoever except that, without approval of the stockholders, no such
revision or amendment shall change the number of shares subject to the
Plan except for specified adjustments in the event of certain changes
in the Company's capitalization, change the designation of the class of
employees eligible to receive options, decrease the price at which
options may be granted, or remove the administration of the Plan from
the Committee. See "Administration". Furthermore, the Plan may not,
without the approval of the stockholders, be amended in any manner that
will cause options issued under it to fail to meet the requirements of
Rule 16b-3 under the Securities Exchange Act of 1934.
Changes in Capitalization
In accordance with the terms of the Plan, in the event of any
increase or decrease in the number of issued shares of the Company's
Common Stock resulting from stock dividends, stock splits and similar
changes, the aggregate number of shares of Common Stock which may
thereafter be issued under the Plan, the maximum number of shares for
which options can be granted to an employee under the Plan, the number
of shares of Common Stock covered by each outstanding option, and the
exercise prices of each outstanding option shall be proportionately and
approximately adjusted for such increase or decrease.
Each option provides for adjustment of the kind and number of
shares subject to the option or the option price, or both, in the event
of any changes in the Common Stock resulting from stock dividends,
stock splits and similar changes.
Sources of Stock
Common Stock issuable upon exercise of options granted pursuant to
the Plan can be either authorized but unissued shares or shares
previously issued and reacquired by the Company.
Purchase of Stock Pursuant to Plan
Options granted pursuant to the Plan are evidenced by a written
option certificate (the "Option Agreement") dated as of the date of
grant and executed by the Company. As to each option granted, the
terms of the option, including its duration, time of exercise and
exercise price, are stated in the Option Agreement or incorporated
therein by reference to the Plan. Each option granted pursuant to the
Plan is subject to the following terms and conditions:
Exercise Price: The price to be paid for shares of Common Stock
upon exercise of each option was determined by the Committee in
accordance with the terms and conditions of the Plan. Under the terms
of the Plan, the option price may not be less than 100% of the fair
market value of the shares of Common Stock on the date of the granting
of the option. The Committee has determined, for this purpose, that
fair market value means the closing price of the Common Stock on the
New York Stock Exchange on the day an option is granted.
Period of Exercise: Options granted pursuant to the Plan are
exercisable at such times as determined by the Committee which may not
exceed five years from the date of grant.
Purchase of Shares: Options granted pursuant to the Plan become
exercisable at such time, or in installments at such times, as may be
provided in the Option Agreement as determined by the Committee. An
optionee desiring to exercise an option must give the Company written
notice of the number of shares to be purchased accompanied by payment
of the full purchase price. Not less than 100 shares may be purchased
at any one time unless the number purchased is the total number at the
time purchasable under the option. During the lifetime of the
optionee, the option may be exercisable only by him and may not be
assignable or transferable by him, and no other person may acquire any
rights therein. The Committee may impose additional requirements on
the exercise of options, including, without limitation, the number of
shares covered by an option that become eligible to be exercised in any
year. In such case, to the extent not exercised, installments will
accumulate and become exercisable, in whole or in part, in any
subsequent period, but not later than the expiration of the option.
The option price is payable upon the exercise of the option (i) in
United States currency in cash or by check, bank draft, or money order
payable to the order of the Company, or (ii) at the discretion of and
in the manner determined by the Committee, through the delivery of
shares of Common Stock of the Company already owned by the optionee
which have a total fair market value as of the last business day
preceding the day on which the option price is paid (based on the
closing price of the Common Stock on the New York Stock Exchange on
such date) equal to the option price, or (iii) at the discretion of the
Committee, a combination of (i) and (ii). If the option price is paid
in whole or in part through the delivery of shares of Common Stock, the
decision of the Committee with respect to the fair market value of such
shares shall be final and conclusive.
Options Outstanding Under the Plan
As of the close of business on March 31, 1995, there were
outstanding under the Plan options to purchase 15,000 shares of the
Company's Common Stock held by 1 individual. Such options were
exercisable at a price of $26.67 per share and had an expiration date
of May 28, 1997. As of the close of business on March 31, 1995,
2,734,200 shares of Common Stock had been purchased pursuant to the
Plan.
All references here and elsewhere in this Prospectus to numbers of
shares and market and exercise prices have been adjusted to reflect
two-for-one splits of the Company's Common Stock effective at the close
of business on July 1, 1986 and July 12, 1991, respectively, and a
three-for-two split of the Company's Common Stock effective at the
close of business on July 9, 1993.
Transferability
No option granted under the Plan is transferable by the optionee
other than by will or the laws of descent and distribution and options
granted pursuant to the Plan are exercisable only by the optionee
during his lifetime.
Termination of Options
In the event that an optionee (i) shall cease to be employed by
the Company or a subsidiary because of his discharge for dishonesty, or
because he violated any material provision of any employment or other
agreement between him and the Company or a subsidiary, or (ii) shall
voluntarily resign or terminate his employment with the Company or a
subsidiary under or followed by such circumstances as would constitute
a breach of any material provision of any employment or other agreement
between him and the Company or a subsidiary, or (iii) shall have
committed an act of dishonesty not discovered by the Company or a
subsidiary prior to the cessation of his employment but which would
have resulted in his discharge if discovered prior to such date, or
(iv) shall, either before or after cessation of his employment with the
Company or a subsidiary, without the written consent of his employer,
use (except for the benefit of his employer) or disclose to any other
person any confidential information relating to the continuation or
proposed continuation of his employer's business or any trade secrets
of the Company or a subsidiary obtained as a result of or in connection
with such employment, or (v) shall, either before or after the
cessation of his employment with the Company or a subsidiary, without
the written consent of his employer, directly or indirectly, give
advice to, or serve as an employee, director, officer or trustee of, or
in any similar capacity with, or otherwise directly or indirectly
participate in the management, operation, or control of, or have any
direct or indirect financial interest in, any corporation, partnership,
or other organization which directly or indirectly competes in any
respect with the Company or its subsidiaries, then forthwith from the
happening of any such event, any option then held by such optionee
shall terminate and become void to the extent that it then remains
unexercised. In the event that an optionee shall cease to be employed
by the Company or a subsidiary for any reason other than his death or
one or more of the reasons set forth in the immediately preceding
sentence, subject to the condition that no option shall be exercisable
after the expiration of five years from the date it is granted, such
optionee shall have the right to exercise the option at any time within
three months after such termination of employment to the extent his
right to exercise such option had accrued pursuant to the Plan at that
date of such termination and had not previously been exercised. Such
three-month limit shall be increased to one year for any optionee who
ceases to be employed by the Company or a subsidiary because he is
disabled (within the meaning of Section 105(d)(4) of the Internal
Revenue Code). Whether authorized leave of absence or absence for
military or governmental service shall constitute termination of
employment, for purposes of the Plan, shall be determined by the
Committee, which determination shall be final and conclusive.
If an optionee dies while in the employ of the Company or a
subsidiary or within a period of three months (one year in the case of
disability) after the termination of his employment with the Company
and all subsidiaries and has not fully exercised any option under the
Plan, such option may (subject to the condition that no option can be
exercised after the expiration of five years from the date it is
granted) be exercised, to the extent that the optionee's right to
exercise such option has accrued pursuant to the Plan at the time of
his death and has not previously been exercised or terminated, at any
time within one year after the optionee's death, by the personal
representative of the optionee or by any person or persons who have
acquired the option directly from the optionee by bequest or
inheritance.
FEDERAL INCOME TAX CONSEQUENCES
Options granted under the Plan are not intended to qualify for the
favorable Federal income tax treatment accorded Incentive stock Options
or certain other types of stock acquisition programs. Section 83 of
the Internal Revenue Code of 1986, as amended (the "Code") and the
Regulations thereunder govern the taxation of the receipt and exercise
of options under the Plan. An Optionee should not recognize any income
for Federal income tax purposes at the time of the grant of any option
under the Plan. However, when the option is exercised, the excess of
the fair market value of the shares of Common Stock acquired pursuant
to such exercise, determined at the time of exercise, over the option
price constitutes ordinary income to the Optionee. The Company would
generally be entitled to a corresponding income tax deduction for the
taxable year in which the Optionee is required to include such ordinary
income. The Company will withhold Federal income, Social Security and
Federal Unemployment taxes on the amount of ordinary income recognized
by the Optionee upon such exercise of an option.
Optionees who are subject to the short-swing profits restrictions
of Section 16(b) of the Securities Exchange Act of 1934, as amended,
unless they elect within 30 days of exercising an option to be taxed as
of the time of such exercise (on the basis of the fair market value of
the stock at the time of such exercise), are permitted to defer the
calculation and imposition of the tax on the gain realized from the
exercise until the earlier of (i) the expiration of the six-month
period under Section 16(b), or (ii) the first day on which the sale of
such stock at a profit will not subject such Optionee to suit under
Section 16(b).
Pursuant to the terms of the Omnibus Budget Reconciliation Act of
1993, effective January 1, 1993, the maximum marginal rate of tax
imposed on ordinary income for individuals is 36% (39.6% for
individuals with taxable income over $250,000) and the maximum marginal
rate of tax imposed on long-term capital gains is 28%.
The general Federal income tax principles discussed above are
subject to changes which may be brought about by subsequent legislation
or by regulations and administrative rulings which may be applied on a
retroactive basis. Optionees may also be subject to state and local
and/or foreign taxes with respect to option grants, option exercises
and the subsequent holding and disposition of shares acquired and
should refer to the applicable tax laws of the relevant jurisdictions.
Each Optionee should consult his own tax advisor on questions regarding
tax liability upon the exercise of an option and the subsequent holding
and disposition of shares received upon exercise.
RESTRICTIONS ON RESALE
Certain officers and directors of the Company may be deemed to be
"affiliates" of the Company for purposes of the Securities Act of 1933.
Shares acquired under the Plan by an affiliate or, under certain
conditions, by persons who are not employees of the Company at the time
of exercise of the Options or not otherwise deemed to be employees of
the Company, may only be reoffered or resold pursuant to an effective
registration statement under the Securities Act of 1933 or in accor-
dance with Rule 144 thereunder. An affiliate, or any person who is not
an employee of the Company or not deemed to be an employee of the
Company, may not reoffer or resell shares by means of this Prospectus.
Under Section 16(b) of the Securities Exchange Act of 1934, as
amended, if a director or officer of the Company, or a person who
beneficially owns, directly or indirectly, more than ten percent of the
Common Stock of the Company, purchases and sells, or sells and then
purchases, Common Stock of the Company within a six-month period, any
profit on any of the sales must be paid to the Company. The provisions
of Section 16(b) are generally known as the "short-swing profit"
provisions. However, in certain cases specific rules exempt certain
transactions from the short-swing profit provisions provided applicable
conditions set forth in the rules are complied with. All directors and
officers of the Company and all persons who beneficially own, directly
or indirectly, more than ten percent of the Common Stock of the Com-
pany, should, therefore, consider the limitations imposed by Section
16(b) prior to purchasing or selling any Common Stock.
ADMINISTRATION
The Plan is administered by a Committee, which is appointed by the
Company's Board of Directors and consists of at least three members of
the Board of Directors, who shall be disinterested persons (as such
term is defined in Rule 16b-3 under the Securities Exchange Act of
1934). The Board may fill all vacancies on the Committee or add
members to the Committee. Members of the Committee may be removed by
the Board at any time with or without cause. The Committee selects one
of its members as Chairman, and holds meetings at such times and places
as it may determine.
The Committee may act only by majority of its members then in
office; however, the Committee may authorize any one or more of its
members or any officer of the Company to execute and deliver documents
on behalf of the Committee. The Committee is authorized, subject to
the provisions of the Plan, to establish such rules and regulations as
it deems necessary for the proper administration of the Plan and to
make such determinations and interpretations and to take such action in
connection with the Plan and any Options granted thereunder as it deems
necessary or advisable. The Plan provides that the determinations and
interpretations made by the Committee of any provisions of the Plan or
of any Option are binding and conclusive on all interested parties.
Requests for additional information concerning the Committee or the
Plan may be made to the individual and in the same manner as requests
described under "Reports of the Company".
The present Committee members, each of whom is a director of the
Company, are Tony Coelho, Arthur M. Smith, Jr. and Fred W. Smith.
Additional information concerning the members of the Committee may be
obtained from the Company in the manner described under "Reports of the
Company".
REPORTS OF THE COMPANY
The Company's Quarterly and Annual Reports to Stockholders, proxy
soliciting material and other communications distributed to the
Company's stockholders generally will be provided to all holders of
Options granted pursuant to the Plan whether or not such holders are
stockholders of the Company. If a holder of an Option does not for
some reason receive a copy of any of such reports, material or other
communications, he may obtain copies of the same which the Company will
provide promptly without charge upon written or oral request. Such
request should be directed to Mike Sloan, Secretary, Circus Circus
Enterprises, Inc., 2880 Las Vegas Boulevard South, Las Vegas, Nevada
89109 (702-734-0410).
INCORPORATION OF CERTAIN
DOCUMENTS BY REFERENCE
The Company hereby incorporates by reference, the following
documents, each of which shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing
thereof with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1994, filed pursuant to Section 13(a) of
the Securities Exchange Act of 1934 (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 30, 1993, July 31, 1994 and October 31,
1994 filed pursuant to Section 13(a) of the Exchange Act;
(c) The Company's Current Reports on Form 8-K dated July 14, 1994
and August 15, 1994, filed pursuant Section 13(a) of the
Exchange Act;
(d) The description of the Company's Common Stock contained in
the Company's Registration Statement on Form 8-A declared
effective by the Securities and Exchange Commission on
October 25, 1983, and any amendments or reports filed for the
purpose of updating such description;
(e) The description of the Company's Common Stock Purchase Rights
contained in the Company's Registration Statement on Form 8-A
declared effective by the Securities and Exchange Commission
on August 12, 1994, and any amendments or reports filed for
the purpose of updating such description; and
(f) All documents subsequently filed by the Company 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 hereby have been sold or which
deregisters all securities then remaining unsold.
Copies of the documents incorporated by reference herein, except
for the exhibits to such documents (unless such exhibits are
specifically incorporated by reference into the documents which this
Prospectus incorporates), are available to any person receiving a copy
of this Prospectus upon written or oral request. Such request should
be directed to Mike Sloan, Secretary, Circus Circus Enterprises, Inc.,
2880 Las Vegas Boulevard South, Las Vegas, Nevada 89109 (702-734-0410).
See "Additional Information."
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed
upon for the Company by Jones, Jones, Close & Brown, Chartered, Las
Vegas, Nevada.
EXPERTS
The consolidated financial statements and schedules included or
incorporated by reference in the Company's Annual Report on Form 10-K
for the year ended January 31, 1994, incorporated by reference in this
Prospectus and elsewhere in the Registration Statement, to the extent
and for the periods indicated in their reports, have been audited by
Arthur Andersen LLP, independent public accountants, and are
incorporated herein by reference in reliance upon the authority of such
firm as experts in giving said reports.
TABLE OF CONTENTS
Page
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . 2
DESCRIPTION OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . . 3
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Term and Amendment of Plan . . . . . . . . . . . . . . . . . . . 3
Changes in Capitalization. . . . . . . . . . . . . . . . . . . . 4
Sources of Stock . . . . . . . . . . . . . . . . . . . . . . . . 4
Purchase of Stock Pursuant to Plan . . . . . . . . . . . . . . . 4
Options Outstanding Under the Plan . . . . . . . . . . . . . . . 5
Transferability. . . . . . . . . . . . . . . . . . . . . . . . . 5
Termination of Options . . . . . . . . . . . . . . . . . . . . . 6
FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . . . . . . . 7
RESTRICTIONS ON RESALE . . . . . . . . . . . . . . . . . . . . . . . . . . 8
ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
REPORTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . 9
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . 9
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Reference is made to the information appearing under the heading
"Incorporation of Certain Documents by Reference" in the Prospectus
constituting a part of this Registration Statement, which information
is incorporated herein by this reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 78.751 of the Nevada Revised Statutes (the "Nevada Law")
permits a corporation to indemnify any of its directors, officers,
employees and agents against costs and expenses arising from claims,
suits and proceedings if such persons acted in good faith and in a
manner 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. Notwithstanding the foregoing, in an action by or in the
right of the corporation, no indemnification may be made in respect of
any claim, issue or matter, as to which such person is adjudged to be
liable to the corporation unless a court of competent jurisdiction
determines that in view of all the circumstances of the case,
indemnification would be appropriate. The indemnification provisions of
the Nevada Law expressly do not exclude any other rights a person may
have to indemnification under any bylaw, among other things.
In accordance with Nevada Revised Statutes 78.037, Article XI of
the Company's Restated Articles of Incorporation provides that no
director or officer of the Company shall be personally liable to the
Company or its stockholders for damages for breach of fiduciary duty as
a director or officer, except for (a) acts or omissions which include
intentional misconduct, fraud or a knowing violation of law, or (b) the
payment of dividends in violation of Nevada Revised Statutes 78.300.
Article X, Section 10.2 of the Company's Restated Bylaws provides
for mandatory indemnification of directors and officers to the fullest
extent now or hereafter permitted by law.
The Company maintains a liability insurance policy under which
officers and directors are generally indemnified against losses and
liability (including costs, expenses, settlements, and judgments)
incurred by them in such capacities, individually or otherwise, other
than specified excluded losses. The insurance policy will pay on
behalf of the Company all covered losses for which the Company grants
indemnification of each officer or director as permitted by law which
the officer or director becomes legally obligated to pay on account of
an indemnifiable claim. The policy would generally cover, in addition
to other liabilities, liabilities arising under the federal securities
laws; however, the subject of loss may not include any claim or claims
under federal or state law arising out of or relating to (i) the filing
of a registration statement with the Securities and Exchange Commission
or the offer or sale by means of a prospectus of any security with
respect to which a registration statement has been filed, including,
but not limited to, any claim asserting that such registration
statement or prospectus contained an untrue statement of a material
fact or omitted to state a material fact required to be stated therein
or necessary to make the statements therein not misleading, (ii) any
underwriting agreement for the offer or sale of any security, or (iii)
any accounting of profits from the purchase or sale of securities of
the Company under Section 16(b) of the Securities Exchange Act of 1934
or a similar state law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4 Circus Circus Enterprises, Inc. 1983 Nonqualified Stock
Option Plan (Incorporated by reference to Exhibit 10(d) to
the Company's Registration Statement No. 2-85794).
5 Opinion of Jones, Jones, Close & Brown, Chartered.*
23(a) Consent of Jones, Jones, Close & Brown, Chartered. Reference
is made to Exhibit 5 hereto.
23(b) Consent of Arthur Andersen LLP
________________________
* Previously filed.
Item 9. Undertakings.
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 of 1933;
(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) (l) (ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and 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 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(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.
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 Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the 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.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
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 Amendment to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Las Vegas, State of Nevada,
on the 21st day of April, 1995.
CIRCUS CIRCUS ENTERPRISES, INC.
By:CLYDE T. TURNER
Clyde T. Turner, Chairman
of the Board and Chief Executive
Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Clyde T. Turner and Daniel N.
Copp, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective 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, 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 requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, thereby 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, this
Amendment has been signed by the following persons in the capacities
and on the dates indicated.
Signature Title Date
CLYDE T. TURNER Chairman of the Board April 21, 1995
CLYDE T. TURNER and Chief Executive
Officer (Principal
Executive Officer)
DANIEL N. COPP Executive Vice President April 21, 1995
DANIEL N. COPP and Chief Financial
Officer (Principal
Financial Officer)
TONY COELHO Director April 19, 1995
TONY COELHO
CARL F. DODGE Director April 18, 1995
CARL F. DODGE
Director April , 1995
WILLIAM N. PENNINGTON
Director April __, 1995
FRED W. SMITH
ARTHUR M. SMITH, JR. Director April 21, 1995
ARTHUR M. SMITH, JR.
KURT SULLIVAN Director April 21, 1995
KURT SULLIVAN
LES MARTIN Controller April 21, 1995
LES MARTIN
Exhibit 23(b)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Form S-8 Registration Statement of
our reports dated February 23, 1994 included or incorporated by
reference in Circus Circus Enterprises, Inc.'s Annual Report on Form
10-K for the year ended January 31, 1994 and to all references to our
Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
April 21, 1995
