As filed with the Securities and Exchange Commission on
April 21, 1995
Registration No. 33-39215
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
____________________________________
POST EFFECTIVE AMENDMENT NO. 3
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, NV 89109
(Address of Principal Executive Offices) (Zip Code)
CIRCUS CIRCUS ENTERPRISES, INC. 1989 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 Cover Page; Description of the
Information Plan - General and - Purpose;
Administration
(b) Securities to be Cover Page; Description of the
Offered Plan - General
(c) Employees Who May Description of the Plan -
Participate in the General - Purpose and -
Plan Eligibility
(d) Purchase of Description of the Plan -
Securities Pursuant Purchase of Stock Pursuant to
to the Plan and the Plan, - Limitations and
Payments for Termination of Options
Securities
Offered
(e) Resale Restrictions Restrictions on Resale
(f) Tax Effects of Plan Federal Income Tax
Participation Consequences
(g) Investment of Funds Not Applicable
(h) Withdrawal from the Description of the Plan -
Plan; Assignment of Transferability and -
Interest Termination of Options
(i) Forfeitures and Description of the Plan -
Penalties Termination of Options
(j) Charges and Description of the Plan -
Deductions and Liens Termination of Options
Therefor
2. Registrant Information Reports of the Company;
and Employee Plan Annual Incorporation of Certain
Information Documents by Reference
<PAGE>
PROSPECTUS
CIRCUS CIRCUS ENTERPRISES, INC.
1,500,000 Shares
Common Stock, $.01-2/3 Par Value
Offered Pursuant to the 1989 Stock Option Plan
The shares covered by this Prospectus are being offered by Circus
Circus Enterprises, Inc. (the "Company") pursuant to the
Company's 1989 Stock Option Plan (the "Plan") which provides for
the granting of stock options covering up to 1,500,000 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 contained in the
Registration Statement may be inspected and copies may be
obtained (at a 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 document 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 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 1,500,000 shares of the Common
Stock, $.01-2/3 par value, of the Company, which are being
offered pursuant to the Company's 1989 Stock Option Plan to
certain directors, employees of, and consultants to, the Company
and its subsidiaries. Any corporation of which the Company owns,
directly or indirectly, stock with 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 requires, 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 shares and to market 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 approved by its stockholders at the Annual
Meeting of Stockholders held on June 15, 1989. The Plan became
effective as of April 20, 1989 and shall remain in effect until
April 20, 1999 unless previously terminated or reinstated, in
whole or in part, at any time by the Board of Directors. A
maximum of 1,500,000 shares of the Company's Common Stock may be
purchased pursuant to options granted under the Plan, subject to
adjustment in the event of any changes 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 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, members of the
Board of Directors, officers of, and consultants to, the Company
or its Subsidiaries, 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 by enlarging their personal stake in its success.
Eligibility
The Plan allows for the grant of incentive stock options
("Incentive Stock Options") which are options intended to qualify
as incentive stock options under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code"), and non-qualified
stock options ("Non-Qualified Stock Options") which are options
granted under the Plan but are not Incentive Stock Options. With
the exception of individuals who are members of the Committee
which administers the Plan (the "Committee"), members of the
Board of Directors who are also employees of the Company,
officers and other key employees of the Company with managerial,
professional or supervisory responsibilities, who, in the opinion
of the Committee have the capacity to make a substantial
contribution to the Company, are eligible to receive Incentive
Stock Options under the Plan. With the exception of individuals
who are members of the Committee, the Committee intends to grant
Non-Qualified Stock Options under the Plan only to members of the
Board of Directors who are not employees of the Company,
consultants to the Company and any individual to whom Incentive
Stock Options may be granted pursuant to the Plan. (Incentive
Stock Options and Non-Qualified Stock Options are hereinafter
sometimes collectively referred to as "Options").
Any employee owning more than 10% of the total combined
voting power of all classes of stock of the Company (a "10%
Stockholder") is ineligible to receive Incentive Stock Options by
reason of the provisions of Section 422 of the Code, unless the
purchase price of the shares of Common Stock purchasable upon
exercise of such Incentive Stock Option to such employee is at
least 110% of the fair market value of the shares subject to the
Option (at the time the Incentive Stock Option is granted) and
the Incentive Stock Option is not exercisable more than five
years from the date it is granted.
A total of 1,500,000 shares of Common Stock have been
reserved for issuance under the Plan. The Plan provides that if
an Option or a portion thereof shall expire or is terminated,
cancelled or surrendered for any reason without being exercised
in full, the shares of Common Stock subject to such Option or
portion thereof which were not purchased shall be available for
future grants of Options under the Plan.
Term and Amendment of the Plan
Options may be granted under the Plan from time to time
through April 19, 1999, and Options theretofore granted will
remain exercisable for the term for which granted unless earlier
terminated, cancelled or surrendered in accordance with the terms
of the Plan. Under the Plan, with the exception of an Incentive
Stock Option granted to a 10% Stockholder, an Option may not be
exercised more than ten years from the date of grant. An
Incentive Stock Option granted to a 10% Stockholder may not be
exercised more than five years from the date of grant.
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, terminate or reinstate the Plan or
revise or amend it in any respect whatsoever except that, without
approval of the Company's stockholders, no such revision or
amendment shall be made which (i) materially increases the
maximum number of shares of Common Stock which may be acquired
pursuant to Options granted under the Plan, except for specified
adjustments in the event of certain changes in the Company's
capitalization such as those described under "Changes in
Capitalization," below, (ii) extends the term of the Plan, (iii)
increases the period during which an Option may be exercised
beyond ten years from the date of grant, (iv) materially
increases the benefits accruing to participants under the Plan,
(v) materially modifies the requirements as to eligibility for
participation in the Plan, or (vi) causes the Plan or Options
granted pursuant thereto 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, each Option
provides for adjustment of the kind and number of shares subject
to the Option or adjustment of the purchase price per share of
unexercised Options or portions thereof ("Adjustments") which
have been granted prior to 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 reorgani-
zation, merger or consolidation, or sale of all or substantially
all of the assets of the Company, the Committee may, in lieu of
Adjustments, in its discretion accelerate the date after which an
Option may or may not be exercised or the stated expiration date
thereof.
Sources of Stock
Common Stock issuable upon the exercise of Options granted
pursuant to the Plan 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 Stock Pursuant to the Plan
Options granted pursuant to the Plan are evidenced by a
written option agreement (the "Option Agreement") dated as of the
date of grant and executed by the Company and the optionee
("Optionee"). 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 the exercise of each Option is determined by the
Committee in accordance with the terms and conditions of the
Plan. The Option exercise price for the shares covered by
Incentive and Non-Qualified Stock Options may not be less than
100% of the fair market value of the shares on the date of the
granting of the Option; provided, however, that in the case of a
10% Stockholder, such price may not be less than 110% of the fair
market value on such date. The Committee has determined, for
this purpose, that fair market value means the closing price of
the Common Stock as reported on the New York Stock Exchange
Composite Tape on the date an Option is granted.
Period of Exercise: Options granted pursuant to the Plan
are exercisable commencing and ending at such times as determined
by the Committee. The exercise period may not exceed ten years
from the date of grant (five years from the date of grant in the
case of an Incentive Stock Option granted to a 10% Stockholder).
Purchase of Shares: Subject to the limitations under
"Period of Exercise", above, Options granted pursuant to the Plan
become exercisable at such times, 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 written notice of the number of shares to be purchased
accompanied by payment of the full purchase price to the
Secretary of the Company at 2880 Las Vegas Boulevard South, Las
Vegas, Nevada 89109. If any Option is exercised only in part,
then the portion of the Option which is not exercised is carried
forward and is exercisable until the expiration of the Option.
The Option price is payable upon the exercise of the Option (i)
in cash or by check, bank draft, or money order payable in United
States Dollars to the order of the Company, or (ii) at 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 Option is then being exercised, or
(iii) at the discretion of the Committee, a combination of (i)
and (ii).
Options Outstanding
As of the close of business on March 31, 1995, there were
Options outstanding under the Plan to purchase an aggregate of
901,250 shares of Common Stock held by 27 individuals, which were
exercisable at prices ranging from $14.04 to $26.88 per share and
which had expiration dates ranging from May 28, 1997 to April 14,
2004. As of the close of business on March 31, 1995, 477,500
shares of Common Stock had been purchased pursuant to the Plan
and Options to purchase an additional 121,250 shares were
available for issuance pursuant to the Plan.
Limitations
Pursuant to the terms of the Plan, the Committee may grant
Options to eligible persons in such numbers and at such times
during the term of the Plan as it shall determine; provided,
however that until the Optionee has been issued a certificate or
certificates for the shares of Common Stock as to which an Option
is exercised, such Optionee possesses no rights as a stockholder
with respect to such shares.
Transferability
No Option granted under the Plan is transferable by the
Optionee in any manner, including but not limited to resale,
other than by will or the laws of descent and distribution nor is
any Option exercisable during the lifetime of an Optionee by any
person other than the Optionee or his guardian or legal
representative.
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
provisions 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 ten years from the date it is
granted, or in the case of an Incentive Stock Option granted to a
10% Stockholder, 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 the 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 permanently and totally disabled
(within the meaning of Section 22(e)(3) of the 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 ten years
from the date it is granted or, in the case of an Incentive Stock
Option granted to a 10% Stockholder, 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
Incentive Stock Options
Incentive Stock Options granted under the Plan are intended
to qualify for the favorable Federal income tax treatment
currently accorded "Incentive Stock Options" as defined under
Section 422 of the Code. The Plan is not the type of employee
benefit plan that is subject to being qualified under Section 401
of the Code.
Under the Code, no Federal income tax is imposed at the time
an Incentive Stock Option is granted or exercised, provided,
generally, that such exercise occurs not later than three months
after the termination of the Optionee's employment with the
Company or a subsidiary. The Code also provides that, (i) in the
case of an Optionee whose employment terminates as a result of
disability (as contemplated by Section 22(e)(3) of the Code), the
three-month period described in the preceding sentence is
extended to one year; and (ii) the general requirement that the
option be exercised within three months of the termination of the
Optionee's employment is not applicable to Incentive Stock
Options exercised after the death of an Optionee by his estate or
a person who acquired the right to exercise such Incentive Stock
Option by reason of the death of the Optionee.
Under the Plan, Incentive Stock Options are generally
exercisable only during the Optionee's employment by the Company
or one of its subsidiaries. However, an Optionee who ceases 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 under the
heading "Description of the Plan-Termination of Options", may
exercise an outstanding Incentive Stock Option held by him for a
period of three months following such termination, unless such
Option expires earlier by its terms. Although, as described
above, the limitations imposed by the Code with respect to the
period during which Incentive Stock Options must be exercised
generally are not applicable to Incentive Stock Options exercised
after the death of an Optionee by his estate or a person who
acquired the right to exercise such Incentive Stock Options by
reason of the death of the Optionee, the Plan limits to one year
the maximum period during which an Incentive Stock Option may be
exercised by an Optionee's estate or a person who acquires the
right to exercise such Incentive Stock Option by reason of the
death of the Optionee. See "Description of the Plan -
Termination of Options".
To the extent that the aggregate fair market value
(determined at the time the Incentive Stock Option is granted) of
the shares with respect to which Incentive Stock Options are
exercisable for the first time by such Optionee during any
calendar year under the Plan and under any other incentive stock
option plans of the Company (and any parent or subsidiary
corporation of the Company) exceeds $100,000, the options
related to such excess are deemed to be Non-Qualified Stock
Options (as hereinafter defined) for Federal income tax purposes.
While ordinarily no income is required to be recognized at
the time an Incentive Stock Option is exercised, it should be
noted that for purposes of the alternative minimum tax imposed by
Section 55 of the Code, an Incentive Stock Option is treated, in
effect, as a Non-Qualified Option (as hereinafter defined).
Therefore, the excess of the fair market value of the shares of
Common Stock subject to the Incentive Stock Option, determined at
the time of exercise, over the exercise price constitutes
ordinary income for purposes of the alternative minimum tax. If,
however, an Optionee disposes of stock acquired pursuant to the
exercise of an Incentive Stock Option within the same taxable
year as the exercise of such option, then the amount of ordinary
income recognized for alternative minimum tax purposes is the
lesser of (i) the excess of the fair market value of the shares
over the exercise price at the time the option is exercised or
(ii) the excess of the amount realized on the sale of such stock
by the Optionee over the exercise price. Accordingly, the
exercise of an Incentive Stock Option by an Optionee (depending
on his other circumstances) may cause the Optionee to incur some
alternative minimum tax. For purposes of the alternative minimum
tax, the basis of stock acquired through the exercise of an
Incentive Stock Option equals the fair market value taken into
account in determining the amount of ordinary income recognized
for alternative minimum tax purposes.
Provided that the Incentive Stock Option was exercised
timely (as described above), if the shares of Common Stock
acquired upon exercise of an Incentive Stock Option are not
disposed of (i) within two years after the date of the grant of
the Incentive Stock Option or (ii) within one year after the
exercise of the Incentive Stock Option, then any amount realized
in excess of the Optionee's basis in the shares of Common Stock
is taxed as long-term capital gain at the time of the sale or
other disposition of the shares of Common Stock. The holding
period requirement described in the preceding sentence is not
applicable to Incentive Stock Options exercised after the death
of an Optionee by his estate or a person who acquired the right
to exercise such Incentive Stock Option by reason of the death of
the Optionee. Any loss incurred under such circumstances is
treated as a long-term capital loss. The Company is not entitled
to a tax deduction with respect to the grant or exercise of an
Incentive Stock Option or upon such disposition of the shares
received upon its exercise.
The Optionee's basis (for purposes of determining the amount
of gain or loss upon a disposition that satisfies the holding
period requirements) in shares of Common Stock acquired upon the
exercise of an Incentive Stock Option is equal to the option
price of the shares of Common Stock, in the event that the entire
option price is paid in cash. According to Proposed Regulations,
the Optionee's basis and holding period in the shares of Common
Stock acquired upon exercise of an Incentive Stock Option are
determined in a case where the Optionee pays all or a portion of
the option price by delivering to the Company shares of Common
Stock already owned by him as follows:
(i) For that number of shares of Common Stock which is
equal to the number of already-owned shares of Common Stock
that are delivered to the Company in part or in full payment
of the option price, the basis (and holding period) is the
same as the basis and holding period of such already-owned
shares; and
(ii) For any shares of Common Stock received in excess
of the number of already-owned shares of Common Stock that
are delivered to the Company in part or in full payment of
the Option price (the "Additional Shares"), the basis is
equal to the amount of cash, if any, paid in connection with
the exercise of the Option; and the holding period for the
Additional Shares commences on the date of exercise of the
Incentive Stock Option.
It should also be noted that the delivery of already-owned
shares of Common Stock in part or full payment of the Option
price will constitute a disqualifying disposition of such
already-owned shares of Common Stock if (i) such already-owned
shares of Common Stock were previously acquired by exercise of an
Incentive Stock Option, and (ii) at the time of delivery of such
already-owned shares, the Optionee has not satisfied the
statutory two-year after grant, one-year after exercise holding
period (described above) which must be met in order to receive
the tax benefits of an Incentive Stock Option.
In the event an Optionee sells or otherwise disposes of
shares of Common Stock acquired upon exercise of an Incentive
Stock Option before the expiration of two years after the grant
of the Incentive Stock Option or before the expiration of one
year after the exercise of the Incentive Stock Option, then the
lesser of (i) the excess of the fair market value of the shares
of Common Stock at the time the Incentive Stock Option was
exercised over the exercise price of the shares, or (ii) the
amount realized upon such sale over the Optionee's basis in the
shares of Common Stock, is treated as ordinary income at the time
of the sale or other disposition of the shares of Common Stock.
The adjusted cost basis of the shares in the Optionee's hands at
the time of a disposition by him will consist of the price paid
by the Optionee for the shares, increased by the amount (if any)
included in the Optionee's gross income as ordinary income. Any
gain on the sale or other disposition of the shares which is not
treated as ordinary income (as described in the preceding
sentence) is treated as long-term or short-term capital gain,
depending on the holding period of the shares of Common Stock
sold. Such excess is long-term gain only if the shares of Common
Stock were held for more than one year.
The Company, generally, is entitled to a tax deduction equal
to the amount of ordinary income, if any, recognized by the
Optionee in cases in which the shares of Common Stock are sold
prior to satisfying the two-year after grant, one-year after
exercise holding period required to receive the tax benefits of
an Incentive Stock Option.
Non-Qualified Stock Options
Non-qualified stock options ("Non-Qualified Stock Options")
granted under the Plan are not intended to qualify for the
favorable Federal income tax treatment accorded Incentive Stock
Options under the Plan or certain other types of stock
acquisition programs. Section 83 of the Code and the Regulations
thereunder govern the taxation of the receipt and exercise of
Non-Qualified Stock Options under the Plan. An Optionee should
not recognize any income for Federal income tax purposes at the
time of the grant of any Non-Qualified Stock Option under the
Plan. However, when the Non-Qualified Stock 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 a Non-Qualified Stock 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
a Non-Qualified Stock 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).
Taxation of Capital Gains and Ordinary Income
Pursuant to the terms of the Omnibus Budget Reconciliation
Act of 1993, effective as of January 1, 1993, the maximum
marginal rate of tax imposed on ordinary income for individuals
is 36% (39.6% for individuals with taxable incomes over $250,000)
and the maximum marginal rate of tax imposed on long-term capital
gains is 28%. In addition to this difference in tax rates, the
distinction between capital gains and losses and ordinary income
is relevant for a number of reasons, including the fact that
capital losses are only deductible against capital gains and a
limited amount ($3,000) of ordinary income.
The general Federal income tax principles discussed above
are highly complex 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 in connection with
the tax consequences of the grant and 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 accordance 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
Company, 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, 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 to 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."
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.
<PAGE>
TABLE OF CONTENTS
Page
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . 2
DESCRIPTION OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . 3
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Purpose. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Eligibility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Term and Amendment of the Plan . . . . . . . . . . . . . . . . . . . 4
Changes in Capitalization. . . . . . . . . . . . . . . . . . . . . . 5
Sources of Stock . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Purchase of Stock Pursuant to the Plan . . . . . . . . . . . . . . . 5
Options Outstanding. . . . . . . . . . . . . . . . . . . . . . . . . 6
Limitations. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Transferability. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Termination of Options . . . . . . . . . . . . . . . . . . . . . . . 7
FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . . . . . . 8
Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . . . 8
Non-Qualified Stock Options. . . . . . . . . . . . . . . . . . . . . 11
Taxation of Capital Gains and Ordinary Income. . . . . . . . . . . . 12
RESTRICTIONS ON RESALE . . . . . . . . . . . . . . . . . . . . . . . . . 13
ADMINISTRATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
REPORTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . 14
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE . . . . . . . . . . . . 14
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
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, indemni-
fication 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 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)(1)(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
posteffective 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 indemnifi-
cation 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
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
