As filed with the Securities and Exchange Commission on
April 21, 1995
Registration No. 33-29014
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
___________________________________
POST EFFECTIVE AMENDMENT NO. 4
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. 1989 STOCK PURCHASE WARRANT 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<PAGE>
(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.
4,500,000 Warrants to Purchase Common Stock
4,500,000 Shares, Common Stock, $.01-2/3 Par Value
Offered Pursuant to the 1989 Stock Purchase Warrant Plan
The warrants covered by this Prospectus are being offered by
Circus Circus Enterprises, Inc. (the "Company") pursuant to the
Company's 1989 Stock Purchase Warrant Plan (the "Plan") which provides
for the granting of stock purchase warrants to purchase up to an
aggregate maximum of 4,500,000 shares of the Company's Common Stock,
$.01-2/3 par value ("Common Stock"), subject to adjustment in the event
of any changes in the Common Stock resulting from stock dividends,
stock splits and similar changes.
Each warrant entitles the holder to purchase one share of Common
Stock at the price specified in the warrant (not less than $.66-2/3
above the fair market value of the Company's Common Stock as of the
date of the issuance of the warrant) during the term specified in the
warrant (which shall not commence prior the expiration of two years
from the date the warrant is issued or continue beyond seven years from
the date the warrant is issued). The warrants are not transferable;
upon termination of employment the exercise period of the warrant may
be substantially reduced and, in certain circumstances will terminate
immediately. See "Termination of Warrants."
_______________
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 10048; 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
This Prospectus relates to stock purchase warrants to purchase up
to 4,500,000 shares of the Common Stock, $.01-2/3 par value, of Circus
Circus Enterprises, Inc. (the "Company"), which are being offered
pursuant to the Company's Stock Purchase Warrant Plan (the "Plan") to
certain employees of the Company and its subsidiaries. Any corporation
of which the Company owns, directly or indirectly, more than 50% of the
total voting power of all classes of stock in such corporation is
defined herein as a "subsidiary" and, unless the context otherwise
required, references in this Prospectus to the Company include Circus
Circus Enterprises, Inc. and its subsidiaries. The Plan is not subject
to the provisions of the Employee Retirement Income Security Act of
1974 ("ERISA"). All references in this Prospectus to numbers of
warrants or shares and market, purchase or exercise prices have been
adjusted to reflect a two-for-one split of the Company's Common Stock
effective at the close of business on July 12, 1991 and a three-for-two
split of the Company's Common Stock effective at the close of business
on July 9, 1993.
The Plan was adopted by the Company's Board of Directors on April
20, 1989, and was approved by the Company's stockholders at the Annual
Meeting of Stockholders on June 15, 1989. The Plan will remain in
effect until April 19, 1999, unless sooner terminated by the Board of
Directors. Stock purchase warrants to purchase up to 4,500,000 shares
of the Company's Common Stock may be purchased under the Plan, subject
to adjustment in the event of any change in the Common Stock resulting
from stock dividends, stock splits and similar changes.
The description of the Plan contained herein does not purport to
be complete, and reference is made to the Plan itself and to the
individual agreements to be signed by each participant for a full
statement of the terms and provisions thereof.
The principal office of the Company is located at 2880 Las Vegas
Boulevard South, Las Vegas, Nevada 89109, and its telephone number is
(702) 734-0410.
Purpose
The purpose of the Plan is to enable the Company and its
subsidiaries to attract and retain the services of key employees and
persons with managerial, professional or supervisory responsibilities,
including, but not limited to, officers of the Company, responsible for
the past and continued success of the Company, and to provide them with
increased motivation and incentive to exert their best efforts on
behalf of the Company through stock ownership incentives premised on
the increase, over future years, of the market value of the Company's
Common Stock.
Warrants Outstanding
A total of 4,500,000 shares of Common Stock have been reserved for
issuance under the Plan. As of the close of business on March 31,
1995, Warrants to purchase 3,476,500 shares of Common Stock had been
exercised and Warrants to purchase an additional 1,023,500 of such
shares were issued and outstanding. All of the Warrants issued
pursuant to the Plan as of the date of this Prospectus were issued at
the minimum price permitted by the Plan and at a per share exercise
price (determined in accordance with the terms of the Plan) of
$14.33-1/3. The Plan provides that if a Warrant or portion thereof
shall expire or is terminated, cancelled or surrendered for any reason
without being exercised in full, such Warrants and the unpurchased
shares of Common Stock which were subject to such Warrant or portion
thereof shall be available for future issuances under the Plan.
Term and Amendment of the Plan
Subject to availability, Warrants may be issued under the Plan
from time to time through April 19, 1999, and, subject to the terms and
conditions stated in the Warrant Agreement evidencing such Warrants,
each Warrant issued will be exercisable for the period or periods
stated therein, which shall not, in any event exceed five years. Under
the Plan, the term of a Warrant (including an initial two year period
when the Warrant may not be exercised) may not exceed seven years.
The Board of Directors may, at any time, insofar as permitted by
law, with respect to any shares at the time not subject to Warrants,
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 be made which (i) materially increases the
maximum number of shares of Common Stock which may be subject to
Warrants issued under the Plan (other than in the case of stock
dividends, stock splits and certain other changes in capitalization);
(ii) materially increases the benefits accruing to participants under
the Plan; (iii) extends the term of the Plan; (iv) increases the period
during which a Warrant may be exercised beyond seven years from the
date of issue; (v) permits the exercise of any Warrant (other than in
the case of certain changes in capitalization) prior to the expiration
of the second year of the term of such Warrant; (vi) materially
modifies the requirements as to eligibility for participation in the
Plan; or (vii) causes Warrants issued under the Plan to fail to meet
the requirements of Rule 16b-3 under the Securities Exchange Act of
1934.
Changes in Capitalization
Each Warrant provides for adjustment of the kind and number of
shares for which Warrants may be issued or adjustment of the purchase
price per share of unexercised Warrants or portions thereof which shall
have been issued prior to any such change, or both, in the event of any
changes in the Common Stock resulting from stock dividends, stock
splits and similar changes. In the case of a reorganization, merger or
consolidation, or sale of all or substantially all of the assets of the
Company, the Committee may in its discretion accelerate the date after
which a Warrant may or may not be exercised or the stated expiration
date thereof, provided, however, that if the expiration date of a
Warrant is changed, it may not be established at less than 20 days
following notice of such change.
Sources of Stock
Common Stock issuable upon the exercise of Warrants can be either
authorized and unissued shares of Common Stock or authorized and issued
shares of Common Stock purchased or acquired by the Company for any
purpose. However, it is the Company's present intention that all
shares issued pursuant to the Plan will be shares of Common Stock held
as treasury shares.
Purchase of Warrants and Stock Pursuant to the Plan
Warrants issued pursuant to the Plan are evidenced by a written
document (the "Warrant Agreement"), dated as of the date of issue,
which is executed by the Company and states the number of Warrants
evidenced thereby. As to each Warrant issued, the terms of the
Warrant, including its duration, time of exercise and exercise price,
are stated in the Warrant Agreement or incorporated therein by
reference to the Plan. Each Warrant granted pursuant to the Plan is
subject to the following terms and conditions:
Purchase and Exercise Prices: The purchase price for which a
Warrant may be issued pursuant to the Plan is determined by the
Committee in accordance with the terms and conditions of the Plan, but
in no event shall be less than the amount equal to the number of shares
of Common Stock which may be purchased pursuant thereto times $.16-2/3.
The per share exercise price at which Common Stock may be purchased
pursuant to a Warrant may, in no case, be less than $.66-2/3 above the
fair market value of a share of Common Stock on the date the Committee
authorizes the offering of the Warrant pursuant to the Plan. 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 such date.
Period of Exercise: Warrants issued pursuant to the Plan are
exercisable commencing and ending at such times during its term as
determined by the Committee; however, a Warrant shall not be
exercisable during the first two years of such term.
Purchase of Warrants and Shares: Subject to the terms and
conditions of the Warrant Agreement, the portion of a Warrant not
exercised is carried forward and is exercisable until the expiration of
the Warrant. A Warrant shall be exercised, in whole or in part, by
delivery of a written notice of exercise to the Secretary of the
Company at the principal office of the Company specifying the number of
shares of Common Stock as to which the Warrant is then being exercised,
accompanied by payment of the full purchase price of the shares being
purchased upon such exercise. The purchase price of each Warrant shall
be paid in United States dollars in cash, or by check, bank draft or
money order, payable in United States dollars to the order of the
Company. The exercise price payable for the purchase of shares of
Common Stock as to which a Warrant has been exercised, shall be paid
(i) in cash or by check, bank draft, or money order payable in United
States dollars to the order of the Company, or (ii) in the discretion
of the Committee, through the delivery of shares of Common Stock having
an aggregate fair market value on the date of payment equal to the
aggregate purchase price of the shares of Common Stock as to which the
Warrant is then being exercised, or (iii) at the discretion of the
Committee, a combination of (i) and (ii).
Limitations
Pursuant to the terms of the Plan, the Committee may offer to
eligible persons Warrants to purchase such numbers of shares of Common
Stock as it may determine; provided, however, that until the shares of
Common Stock as to which a Warrant is exercised are issued, a holder of
a Warrant possesses no rights as a stockholder with respect to such
shares.
Transferability
No Warrant issued under the Plan is transferable in any manner,
including but not limited to resale, other than by will or the laws of
descent and distribution nor is any Warrant exercisable during the
lifetime of a participant by any person other than the holder of the
Warrant or his guardian or legal representative.
Termination of Warrants
Any Warrant issued pursuant to the Plan terminates immediately
upon the termination "for cause" of the employment, with the Company or
a subsidiary, of the holder of such Warrant. As defined in the Plan,
the term "for cause" means termination of the holder's employment with
the Company or a subsidiary based upon the holder's (i) dishonesty,
(ii) conviction for fraud or a felony, (iii) breach of any employment
or other written agreement with the Company and/or a subsidiary, or
(iv) inability to continue as an employee of the Company or a
subsidiary under the terms of any order or other requirement imposed by
or pursuant to any law or governmental regulation, including without
limitation any Nevada gaming law or regulation.
In the event of the termination of the employment with the Company
or a subsidiary of a holder of a Warrant otherwise than "for cause" or
death, the Plan provides that the Committee has the authority (but not
the obligation) within ten days following the date of the holder's
termination of employment:
1. With respect to a Warrant or portion thereof which is
exercisable on the date of such termination of employment and
has not, as of such date, been exercised (an "Exercisable
Warrant"), to reduce (but not increase) the period during
which such Exercisable Warrant or a portion thereof is
exercisable as the Committee, in its sole discretion,
determines, provided, however, that if the exercise period of
an Exercisable Warrant or a portion thereof is reduced, then
such period, as reduced, shall not expire earlier than the
90th day following the date of the holder's termination of
employment; and
2. With respect to a Warrant or portion thereof which is not
exercisable on the date of such termination of employment (a
"Nonexercisable Warrant"), to (A) cancel all or a portion of
such Nonexercisable Warrant and/or (B) reduce (but not
increase) the period during which all or a portion of such
Nonexercisable Warrant may be exercised to a period
(commencing on the date such Nonexercisable Warrant becomes
exercisable) of not less than 90 days as the Committee, in
its sole discretion, determines provided however, that (l)
the Committee shall not take any action which would permit
the exercise of any Warrant prior to the expiration of the
first two (2) years of such Nonexercisable Warrant's Term,
and (2) in the event a Nonexercisable Warrant or a portion
thereof is cancelled, the sole surviving right of the holder
with respect to such cancelled Nonexercisable Warrant or
portion thereof shall be the right to receive from the
Company a refund of the purchase price paid for such
cancelled Nonexercisable Warrant or portion thereof upon the
holder's surrender of such cancelled Nonexercisable Warrant
or portion thereof to the Company within 30 days following
the date of the holder's termination of employment.
If the exercise period of a holder's Exercisable Warrant or a
portion thereof is reduced pursuant to a termination of the employment
with the Company or a subsidiary otherwise than "for cause" or death,
then such holder shall be entitled, at his option (and in lieu of the
exercise thereof) to tender to the Company within 30 days following the
date of termination of his employment all (but not less than all) of
such Exercisable Warrant or portion thereof for which the exercise
period has been so reduced (the "Reduced Exercisable Warrant") and/or
all (but not less than all) of such Nonexercisable Warrant or portion
thereof for which the exercise period has been so reduced (the "Reduced
Nonexercisable Warrant") and receive from the Company a refund of the
purchase price paid for the Reduced Exercisable Warrant and/or Reduced
Nonexercisable Warrant so tendered. If a terminated employee is the
holder of both a Reduced Exercisable Warrant and a Reduced
Nonexercisable Warrant, such holder shall be entitled to tender either
of such Warrants without tendering the other or, at such holder's
option, shall be entitled to tender both the Reduced Exercisable
Warrant and the Reduced Nonexercisable Warrant.
If the terms of a Warrant are amended and/or such Warrant is
partially cancelled, the holder of such Warrant shall be entitled to
receive, upon surrender of the original Warrant, a new Warrant which
reflects the terms of the original Warrant as modified by such
amendment and/or cancellation, provided, however, that such amendment
and/or cancellation shall be effective for all intents and purposes and
binding upon the holder, whether or not a new Warrant is issued.
If the holder of a Warrant shall die during the Term of such
Warrant and such Warrant shall not have been fully exercised, the
Warrant shall be exercisable for the remainder of its Term to the same
extent that the deceased holder would have been entitled to exercise
such Warrant, by the personal representative of the deceased holder or
by any person or persons who shall have acquired the Warrant directly
from the deceased holder by bequest or inheritance.
FEDERAL INCOME TAX CONSEQUENCES
The Warrants will be treated for Federal income tax purposes in
the same manner as nonqualified stock options. 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 Warrants under the Plan. A Warrant holder should not recognize any
income for Federal income tax purposes at the time of the purchase of a
Warrant under the Plan, nor will the Company be entitled to a deduction
at that time. However, when the Warrant 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 sum of
(i) the price paid for the Warrant, and (ii) the amount paid for the
Shares pursuant to the exercise of the Warrant will constitute ordinary
income to the Warrant holder. In general, the Company is entitled to a
corresponding income tax deduction for the taxable year in which the
holder 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 Warrant holder upon
the exercise of a Warrant.
A Warrant holder's basis in the Common Stock acquired upon the
exercise of a Warrant (for purposes of determining the amount of gain
or loss upon a disposition of such Common Stock) will be the sum of (i)
the price paid for the Warrant, (ii) the amount paid for the shares
pursuant to the Warrant and (iii) the amount of ordinary income
recognized by the holder as a result of the exercise of the Warrant.
In the event that a Warrant lapses, and the holder does not receive any
consideration from the Company for the Warrant, at the time of such
lapse the Warrant holder should recognize a loss equal to the amount
paid for the Warrant. The character of such loss as capital or
ordinary will be the same as the character of the gain which would be
upon the sale by the holder of Stock acquired pursuant to such Warrant.
Holders 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 a Warrant to be taxed as
of the time of such exercise (on the basis of the fair market value of
the stock at such time), are permitted to defer the calculation and
imposition of the tax on the income attributable to 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 holder 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. Warrant holders may also be subject to state and
local income taxes with respect to Warrant purchases, Warrant exercises
and the subsequent holding and disposition of shares acquired and
should refer to the applicable tax laws of these jurisdictions. Each
Warrant holder should consult his own tax advisor on questions
regarding tax liability upon the exercise of a Warrant 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 Warrants 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 Warrants 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 Warrant 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
Warrants issued pursuant to the Plan whether or not such holders are
stockholders of the Company. If a holder of a Warrant 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, 1994, 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 Stocks 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."
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
Warrants Outstanding. . . . . . . . . . . . . . . . . . . . . . . . . 4
Term and Amendment of the Plan. . . . . . . . . . . . . . . . . . . . 4
Changes in Capitalization . . . . . . . . . . . . . . . . . . . . . . 4
Sources of Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Purchase of Warrants and Stock Pursuant to the Plan . . . . . . . . . 5
Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Transferability . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Termination of Warrants . . . . . . . . . . . . . . . . . . . . . . . 6
FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . . . . . . . 8
RESTRICTIONS ON RESALE . . . . . . . . . . . . . . . . . . . . . . . . . . 9
ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
REPORTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . 10
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . . 10
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
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. 1989 Stock Purchase Warrant
Option Plan.*
23 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 21, 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
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
