As filed with the Securities and Exchange Commission on
April 21, 1995
Registration No. 33-56420
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
___________________________________
POST EFFECTIVE AMENDMENT NO. 2
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)
AMENDED AND RESTATED 1991 STOCK INCENTIVE PLAN
(Full Title of the Plan)
MIKE SLOAN, 2880 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(Name and address of agent for service)
(702) 734-0410
(Telephone number, including area code, of agent for service)
CIRCUS CIRCUS ENTERPRISES, INC.
CROSS REFERENCE SHEET
Pursuant to Rule 404 and Item 501 of Regulations S-K
Form S-8 Item No. Heading in Prospectus
1. Plan Information
(a) General Plan
Information Cover Page; Description of the
Plan - General and - Purpose;
Administration
(b) Securities to be
Offered Cover Page; Description of the
Plan - General
(c) Employees Who May
Participate in the
Plan Description of the Plan -
General - Purpose and -
Eligibility
(d) Purchase of
Securities Pursuant
to the Plan and
Payments for
Securities
Offered Description of the Plan -
Purchase of Stock Pursuant to
the Plan, - Limitations and -
Termination of Options
(e) Resale Restrictions Restrictions on Resale
(f) Tax Effects of Plan
Participation Federal Income Tax
Consequences
(g) Investment of Funds Not Applicable
(h) Withdrawal from the
Plan; Assignment of
Interest Description of the Plan -
Transferability and -
Termination of Options
(i) Forfeitures and
Penalties Description of the Plan -
Termination of Options
(j) Charges and
Deductions and Liens
Therefor Description of the Plan -
Termination of Options
2. Registrant Information
and Employee Plan Annual
Information Reports of the Company;
Incorporation of Certain
Documents by Reference
PROSPECTUS
CIRCUS CIRCUS ENTERPRISES, INC.
3,000,000 Shares
Common Stock, $.01-2/3 Par Value
Offered Pursuant to the Amended and Restated 1991 Stock Incentive
Plan
This Prospectus relates to the offering by Circus Circus
Enterprises, Inc. (the "Company") of 3,000,000 shares of the
Company's Common Stock, $.01-2/3 per value ("Common Stock"),
pursuant to the Company's Amended and Restated 1991 Stock Incentive
Plan (the "Plan") which provides for the granting of awards covering
up to 3,000,000 shares of Common Stock subject to adjustment upon
the occurrence of certain events specified in the Plan, including
stock dividends, stock splits and extraordinary cash dividends. The
awards which may be issued pursuant to the Plan include share-value
incentives (consisting of stock options and awards of restricted
stock and performance shares) which may be granted to "Employee
Participants" (as defined) and stock options which may be granted as
"Formula Awards" (as defined) to "Eligible Directors" (as defined),
all as more fully described in this Prospectus. Although the
Company may issue previously authorized but unissued shares of its
Common Stock pursuant to the Plan, 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.
_______________
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 OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
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 with 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 prescribed rates) at the Commission's Public Refer-
ence 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 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 exhib-
its to such information, unless such exhibits are specifically
incorporated by reference into the information that this Prospec-
tus incorporates) upon the written or oral request of such per-
son. 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 an aggregate of 3,000,000 shares
of Common Stock which may be issued pursuant to the Company's
Amended and Restated 1991 Stock Incentive Plan. The Plan
provides for the issuance of up to 2,475,000 shares of the
Company's Common Stock pursuant to stock options and as
restricted stock and performance shares (collectively "share-
value incentives") to officers and other key employees of the
Company and its "eligible subsidiaries" (as defined) with
managerial or supervisory responsibilities whom the committee
administering the Plan (the "Committee") determines from time to
time have made a significant contribution to the Company's past
success or are in a position to influence its continued success
("Employee Participants"). For purposes of the preceding
sentence, the term "eligible subsidiaries" means those entities
100% owned, directly or indirectly, by the Company and any other
entities more than 50% owned, directly or indirectly, by the
Company which are designated as "eligible subsidiaries" by the
Committee. All references in this Prospectus to numbers of
shares and market and exercise prices have been adjusted to
reflect a three-for-two split of the Company's Common Stock
effective at the close of business on July 9, 1993.
The Plan also provides for the issuance of up to an
additional 525,000 shares of the Company's Common Stock upon the
exercise of stock options granted as "Formula Awards" (as
defined) pursuant to the Plan. The Plan, which was originally
adopted by the Company's Board of Directors (the "Board of
Directors") on April 18, 1991, was approved by the Company's
stockholders on June 20, 1991 and became effective on that date.
The Plan was amended by the Board of Directors on April 24, 1992
to provide for the grant of "Formula Awards" (as defined),
subject to approval of the amendment by the Company's
stockholders which was obtained on June 18, 1992. The Plan is
not subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
The description of the Plan contained herein does not
purport to be complete, and reference is made to the Plan itself
and to the respective agreements evidencing awards made pursuant
to the Plan for a full statement of the terms and provisions
applicable to such awards.
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.
Purposes
The purposes of the Plan are (i) to promote the long term
financial interests and growth of Circus Circus Enterprises, Inc.
(the "Company") by motivating executive personnel by means of
growth-related incentives, providing incentive compensation
opportunities that are competitive with those of other major
corporations and furthering the identity of interests of
participants with those of the stockholders of the Company, and
(ii) to strengthen the Company's ability to attract and retain
the services of experienced and knowledgeable non-employee
directors and by encouraging such directors to acquire an
increased proprietary interest in the Company.
Administration
The Plan is administered by the Committee which, according
to the terms of the Plan, is to consist of two or more directors
of the Company designated by the Board of Directors. Except to
the extent an "Eligible Director" (as defined) is permitted to
receive Formula Awards, members of the Committee are not eligible
to participate in the Plan and no such member may have otherwise
participated in the Plan or any other plan of the Company or its
subsidiaries providing for the acquisition of stock, stock
options, or other types of grants permitted pursuant to the Plan
within one year prior to serving on the Committee. Subject to
the limitations of the Plan, the Committee has the sole and
complete authority (i) to select Employee Participants in the
Plan, (ii) to make share-value incentive grants to Employee
Participants in such forms and amounts as it shall determine,
(iii) to impose such limitations, restrictions and conditions
upon such share-value incentive grants to Employee Participants
as it shall deem appropriate, (iv) to interpret the Plan and to
adopt, amend and rescind administrative guidelines and other
rules and regulations relating to the Plan, (v) to correct any
defect or omission or to reconcile any inconsistency in the Plan
or in any share-value incentive granted thereunder, and (vi) to
make all other determinations and to take all other actions
necessary or advisable, in its discretion, for the implementation
and administration of the Plan. The Committee may provide for
the issuance of Common Stock to Employee Participants as a stock
grant for no consideration other than services rendered or, to
the extent permitted by applicable State law, to be rendered.
The Committee's determinations on matters within its authority
are conclusive and binding upon the Company and all other
persons. All expenses associated with the Plan are borne by the
Company. The Committee may amend or modify any share-value
incentive grant, but no such amendment or modification may impair
the rights of any Employee Participant under any share-value
incentive grant without the consent of such Employee Participant.
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".
Limitation on Aggregate Shares
The number of shares of Common Stock which may be issued
pursuant to the Plan as share-value incentives to Employee
Participants and Formula Awards to Eligible Directors may not
exceed, in the aggregate, 3,000,000 shares. Of such shares, the
number available for issuance pursuant to Formula Awards granted
to Eligible Directors under the Plan is 525,000. To the extent
any share-value incentives granted to Employee Participants or
Formula Awards granted to Eligible Directors expire unexercised
or unpaid or are cancelled, terminated or forfeited in any manner
without the issuance of shares of Common Stock thereunder, such
shares will again be available under the Plan. To the extent a
restricted stock grant or an award of performance shares is
exercised for cash, it will be treated as an issuance of a number
of shares equal to the number of shares upon which the restricted
stock grant or award of performance shares was based so as to
reduce by that amount the number of shares otherwise available
for future issuance under the Plan. The shares of Common Stock
issued pursuant to the Plan may be either authorized and unissued
shares, treasury shares, or a combination thereof, as the
Committee determines.
Share-Value Incentives
General. The Committee may grant to "Employee Participants"
(as defined), in accordance with the provisions of the Plan,
stock options, restricted stock and performance shares. With one
exception noted in the next sentence, the term "Employee
Participant" includes any officer or other key employee of the
Company or an eligible subsidiary with managerial or supervisory
responsibilities whom the Committee determines has contributed
significantly to the Company's past success or is in a position
to influence its continued success. However, the term "Employee
Participant" does not include an individual who at the time that
a share-value incentive is granted under the Plan owns or, after
giving effect to the Common Stock to be issued or referenced
under the share-value incentive and under all other options,
warrants and similar awards held by such individual, would be
deemed to own 10% or more of the total combined voting power or
value of all classes of stock of the Company. Eligible
subsidiaries (i.e., subsidiaries whose employees may be Employee
Participants) include (i) all subsidiaries wholly-owned by the
Company, directly or indirectly, and (ii) any other subsidiary
more than 50% owned by the Company, directly or indirectly, which
is designated by the Committee as an eligible subsidiary. The
subsidiaries of the Company which are currently eligible
subsidiaries include Circus Circus Casinos, Inc., Slots-A-Fun,
Inc., Edgewater Hotel Corporation, Colorado Belle Corp., New
Castle Corp. and Ramparts, Inc., all of which are Nevada
corporations wholly-owned by the Company, and Circus Circus
Mississippi, Inc., a Mississippi corporation wholly-owned by the
Company.
Options. Options granted to an Employee Participant under
the Plan may be incentive stock options within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended, and
any successor statute (the "Code"), or in such other form,
consistent with the Plan, as the Committee may determine. The
option price per share of Common Stock for an option granted to
an Employee Participant must be fixed by the Committee at not
less than 100% of the "fair market value" of a share of Common
Stock on the date of grant. For purposes of options or other
awards to Employee Participants, and for purposes of the
discussion under "Tax Withholding", below, the term the "fair
market value" of the Common Stock means the last reported sale
price of the Common Stock on the New York Stock Exchange
Composite Tape on the date fair market value is to be determined
and, in absence of any sale on such day, fair market value as the
Committee, in good faith, determines. Options granted to an
Employee Participant will be exercisable at such time or times as
the Committee determines at or subsequent to grant. Options
granted to an Employee Participant will be exercisable in whole
or in part by written notice to the Company (to the attention of
the Company's Corporate Secretary), signed by the Employee
Participant exercising the option, stating the number of shares
of Common Stock with respect to which the option is being
exercised and accompanied by payment in full of the option price.
Payment of the option price for an option granted to an Employee
Participant may be made, at the discretion of the optionee, and
to the extent permitted by the Committee, (A) in cash (including
check, bank draft, or money order), (B) in Common Stock (valued
at the "fair market value" thereof on the date of exercise), (C)
by a combination of cash and Common Stock or (D) with any other
consideration deemed acceptable by the Committee. The date both
such notice and payment are received by the office of the
Corporate Secretary of the Company will be the date of exercise
for the option as to the number of shares specified.
Restricted Stock. The Committee may transfer to any
Employee Participant as restricted stock shares of Common Stock,
subject to the conditions described below and such other terms
and conditions (including, without limitation, performance goals
similar to those for Performance Shares) as the Committee may
prescribe. Each certificate evidencing restricted stock will be
registered in the name of the Employee Participant to whom the
award is being made and, together with a stock power endorsed in
blank by such Employee Participant, will be deposited with the
Company. Pursuant to the Plan, there will be established for
each restricted stock grant to an Employee Participant one or
more restriction periods of such length as shall be determined by
the Committee, provided, however, that no restriction period
shall continue for more than 10 years from the date of the grant.
Shares of restricted stock may not be sold, assigned,
transferred, pledged or otherwise encumbered during the
applicable restriction period. Except for such restrictions on
transfer and such other restrictions as the Committee may impose
with respect to a particular award, the Employee Participant will
have, with respect to such restricted stock, all the rights of a
holder of Common Stock. The Committee, in its sole discretion,
may permit or require the payment of cash dividends or restricted
stock to be deferred and, if the Committee so determines, require
that such dividends be reinvested in additional restricted stock
or otherwise invested. At the expiration of each restriction
period applicable to restricted stock, the Company will deliver
to the Employee Participant to whom the award was granted (or the
Employee Participant's legal representative or designated
beneficiary) certificates representing the shares with respect to
which the applicable restrictions and conditions have been
satisfied. Except as provided by the Committee at the time of
grant or otherwise, upon termination of employment of an Employee
Participant for any reason during a restriction period applicable
to restricted stock awarded to such Employee Participant, all
shares still subject to restriction shall be forfeited by the
Employee Participant.
Performance Shares. Performance shares, measured in whole
or in part by the value of shares of Common Stock, the
performance of the participant, the performance of the Company,
its subsidiaries or any separate business units or properties
thereof, or any combination thereof, may be granted to Employee
Participants under the Plan. Such share-value incentives may be
payable in Common Stock, cash or both, and shall be subject to
such restrictions and conditions, as the Committee shall
determine, in its sole discretion, one or more performance
periods and performance goals to be achieved during the
applicable performance periods. No performance shall exceed 10
years from the date of the grant. A performance shares grant to
an Employee Participant may be made subject to such later
revisions as the Committee shall deem appropriate to reflect
significant unforeseen events such as changes in laws,
regulations or accounting practices, or unusual or nonrecurring
items or occurrences. The Committee shall determine the extent
to which performance goals have been attained or a degree of
achievement between maximum and minimum levels in order to
evaluate the level of payment to be made, if any. No share-value
incentive granted to an Employee Participant under the Plan shall
be exercisable beyond, and no conditions or performance goals
shall be susceptible of satisfaction beyond a period of 10 years
after the date of the grant thereof.
Agreements. Each share-value incentive granted to an
Employee Participant under the Plan shall be evidenced by an
agreement in such form and containing such terms and conditions
(not inconsistent with the Plan) as the Committee shall determine
in its sole discretion.
Non-Transferability. No share-value incentive granted to an
Employee Participant under the Plan, and no interest therein,
shall be transferable by the Employee Participant otherwise than
by will or the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Code or
Title I of the Employee Retirement Income Security Act, or the
rules thereunder (a "QDRO"). All share-value incentive grants to
an Employee Participant shall be exercisable or received during
the Employee Participant's lifetime only by the Employee
Participant or pursuant to a QDRO. Any purported transfer
contrary to this provision will be null and void and without
effect.
Tax Withholding. Under the terms of the Plan, the Committee
has the power to withhold, or require an Employee Participant to
remit to the Company, an amount sufficient to satisfy any
withholding or other tax due with respect to any amount payable
and/or shares issuable under the Plan, and the Committee may
defer such payment or issuance unless indemnified to its
satisfaction. Subject to the consent of the Committee, an
Employee Participant may make an irrevocable election to have
shares of Common Stock otherwise issuable under a share-value
incentive grant withheld, tender back to the Company shares of
Common Stock received pursuant to a share-value incentive grant
or deliver to the Company previously acquired shares of Common
Stock having a fair market value sufficient to satisfy all or
part of the participant's estimated tax obligations associated
with the transaction. Such election must be made by an Employee
Participant prior to the date on which the relevant tax
obligation arises. The Committee may disapprove of any election
and may limit, suspend or terminate the right of an Employee
Participant to make such elections.
Rights of Participants. The Plan does not limit in any way
the right of the Company or any subsidiary to terminate an
Employee Participant's employment at any time, nor does it confer
upon any Employee Participant any right to continue in the employ
of the Company or any subsidiary for any period of time or to
continue to receive his or her present or any other rate of
compensation. The Plan does not confer on any employee a right
to be selected as an Employee Participant, or, having been so
selected, to be selected again as an Employee Participant.
Misconduct. In the event that an Employee Participant (i)
ceases to be employed by the Company or a subsidiary because of
his discharge for dishonesty, or because he violates any material
provision of any employment or other agreement between him and
the Company or a subsidiary of the Company, or (ii) voluntarily
resigns or terminates his employment with the Company or a
subsidiary under or followed by such circumstances as would
constitute a breach of any material provision of any employment
or other agreement between him and the Company or a subsidiary,
or (iii) shall have committed any act of dishonesty not
discovered by the Company or a subsidiary prior to the cessation
of his employment with the Company or a subsidiary, but which
would have resulted in his discharge if discovered prior to such
date, or (iv) either before or after cessation of his employment
with the Company or a subsidiary, without the written consent of
the Company or a subsidiary, uses (except for the benefit of the
Company or a subsidiary) or discloses to any other person any
confidential information relating to the continuation or proposed
continuation of the business or any trade secrets of the Company
or a subsidiary obtained as a result of or in connection with
such employment, or (v) either before or after the cessation of
his employment with the Company or a subsidiary, without the
written consent of the Company or a subsidiary, directly or
indirectly, gives advice to, or serves as an employee, director,
officer, or trustee of, or in any similar capacity with, or
otherwise directly or indirectly participates in the management,
operation, or control of, or has 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, or (vi) ceases to be employed by the
Company or a subsidiary because of his inability to continue as
an employee under any law or governmental regulation, including
any Nevada gaming law or regulation, or (vii) voluntarily resigns
or terminates his employment with the Company or a subsidiary
under or followed by such circumstances as would have rendered
him unable to have continued as an employee under any law or
governmental regulation, including any Nevada gaming law or
regulation, then forthwith from the happening of any such event,
any share-value incentive grant then held by such Employee
Participant shall, under the terms of the Plan, terminate and
become void to the extent that, in the case of a stock option, it
then remains unexercised and, in the case of any other share-
value incentive grant, any condition or performance goal under it
then has not been met or satisfied. At the sole discretion of
the Committee, additional forfeiture provisions may be included
within the terms of any share-value incentive grant to an
Employee Participant.
Formula Awards to Eligible Directors
Commencing with the 1992 annual meeting of the Company's
stockholders, the Plan provides for the grant of Formula Awards
to "Eligible Directors" (as defined) in accordance with the terms
of the Plan. As defined in the Plan, the term "Eligible
Director" means a member of the Board of Directors who (i) is not
otherwise an employee of the Company or any subsidiary of the
Company, and (ii) has not at any time in the past otherwise been
an employee of the Company or any subsidiary of the Company.
Each Formula Award granted under the Plan is to be evidenced by
an agreement (a "Formula Award Agreement") duly executed on
behalf of the Company and by the Eligible Director to whom such
Formula Award is granted and dated as of the applicable date of
grant. Each Formula Award Agreement must comply with and is
subject to the terms and conditions of the Plan. Any Formula
Award Agreement may contain such terms, provisions and conditions
not inconsistent with the Plan as may be determined by the
Committee. All Formula Awards granted under the Plan will be
non-statutory options not intended to qualify under Section 422
of the Code. Each Formula Award will be either an Initial Grant
or an Annual Grant.
Initial Grants. Subject to the terms of the Plan, an option
to purchase 7,500 shares of Common Stock (in the case of each
such grant in 1992, multiplied by the number of consecutive
annual meetings of the Company's stockholders, including the 1992
annual meeting, at which the Eligible Director in question was
elected to serve as a Director of the Company and/or after which
he continued to be a Director of the Company) (i) was granted
automatically to each member of the Board of Directors (a
"Director") who was an Eligible Director immediately following
the 1992 annual meeting of the Company's stockholders, and (ii)
will be granted automatically to each other Eligible Director
immediately following the annual meeting of the Company's
stockholders at which such Director is first elected or
immediately following the first annual meeting of the Company's
stockholders after such Eligible Director is first elected or
appointed by the Board of Directors to be a Director of the
Company, whichever is applicable (each, an "Initial Grant").
Pursuant to the terms of the Plan, if an Eligible Director who
previously received an Initial Grant terminates service as a
Director of the Company and is subsequently elected or appointed
to the Board of Directors, such Director will not be eligible to
receive a second Initial Grant, but will be eligible to receive
only Annual Grants (as defined).
Annual Grants. Subject to the terms of the Plan, an option
to purchase 7,500 shares of Common Stock is granted automatically
each year, immediately following the annual meeting of the
Company's stockholders to each director of the Company who is an
Eligible Director at such time and who is not entitled to receive
an Initial Grant immediately following such annual meeting (each,
an "Annual Grant").
Formula Award Exercise Price. The exercise price per share
for an Initial Grant or an Annual Grant is established by the
terms of the Plan as the average of the "Fair Market Value" (as
hereinafter defined) for the fifth (5th) through the ninth (9th)
business days (which, for this purpose means those days on which
the New York Stock Exchange is open for trading) following the
date of grant (i.e., the date of the annual meeting of the
Company's stockholders giving rise to the award). For purposes
of the preceding sentence, and when otherwise used with respect
to a Formula Award, the term "Fair Market Value" means the mean
of the high and low per share trading prices for the Common Stock
as reported in The Wall Street Journal for New York Stock
Exchange Composite Transactions.
Vesting and Exercisability. Except as otherwise provided in
the Plan, a Formula Award vests and becomes non-forfeitable when,
and only if, the optionee continues to serve as a Director of the
Company until the first annual meeting of the Company's
stockholders held following the year in which the award was
granted. Except as otherwise provided in the Plan, a Formula
Award thereafter becomes exercisable according to the following
schedule:
Portion of Formula
Period of Continuous Service Award that is
as a Director of the Company Exercisable
From the first Annual Meeting of
Stockholders subsequent to the grant to
the second Annual Meeting of
Stockholders subsequent to the grant<PAGE>
40%<PAGE>
From the second Annual Meeting of
Stockholders subsequent to the grant to
the third Annual Meeting of Stockholders
subsequent to the grant
<PAGE>
70%
<PAGE>
From the third Annual Meeting of
Stockholders subsequent to the grant to
the expiration of the term of the
Formula Award<PAGE>
100%<PAGE>
Except as otherwise provided, any vested Formula Award, to the
extent the same is exercisable in accordance with the schedule
above, may be exercised in whole or in part at any time or from
time to time until the expiration or termination of its term by
giving written notice, signed by the person exercising the
Formula Award, to the Company (to the attention of the Company's
Corporate Secretary) stating the number of shares of Common Stock
with respect to which the Formula Award is being exercised,
accompanied by payment in full of the option exercise price for
the number of shares of Common Stock to be purchased. The date
both such notice and payment are received by the office of the
Company's Corporate Secretary is deemed to be the date of
exercise of the Formula Award as to such number of shares.
Notwithstanding any provision to the contrary, no Formula Award
may at any time be exercised with respect to a fractional share.
Payment of the exercise price for a Formula Award may be in
cash or by bank-certified, cashier's, or personal check, or to
the extent permitted by the Committee, payment may be in whole or
in part by
(i) transfer to the Company of shares of the
Common Stock having a Fair Market Value on the date of
exercise equal to the exercise price, or
(ii) delivery of instructions to the Company to
withhold from the shares of Common Stock that would
otherwise be issued on the exercise that number of such
shares having a Fair Market Value equal to the exercise
price.
If the Fair Market Value of the number of whole shares of
Common Stock transferred or the number of whole shares of Common
Stock withheld is less than the total exercise price, the
shortfall must be paid in cash.
The Term of a Formula Award. Each Formula Award will expire
ten (10) years from its date of grant (i.e., the date of the
annual meeting of the Company's stockholders which gives rise to
the award), but shall be subject to earlier termination as
follows:
(i) In the event of the termination of a Formula
Award holder's service as a Director of the Company,
other than by reason of retirement, total and permanent
disability, or death, the then-outstanding Formula
Awards of such holder (whether or not then vested and
whether or not then exercisable) shall automatically
expire on (and may not be exercised on) the effective
date of such termination. For purposes of the
preceding sentence and as used in clause (ii) below,
the phrase "by reason of retirement" means (a)
mandatory retirement pursuant to the policy of the
Board of Directors or (b) termination of service at a
time when the holder would be entitled to a retirement
benefit under the Circus Circus Employees' Profit
Sharing, Investment and Employee Stock Ownership Plan,
as then in effect, if the holder were an employee of
the Company.
(ii) In the event of the termination of a Formula
Award holder's service as a Director of the Company by
reason of retirement or total and permanent disability,
the then-outstanding Formula Awards of such holder that
have vested pursuant to the Plan (including, without
limitation, any Formula Award or portion thereof which
vests in accordance with the Plan on the date of
termination) shall become exercisable, to the full
extent of the number of shares of Common Stock
remaining covered by such Formula Awards, regardless of
whether such Formula Awards were previously
exercisable, and each such Formula Award shall expire
one year after the date of such termination or on its
stated grant expiration date, whichever is earlier.
(iii) In the event of the death of a Formula
Award holder while such holder is a Director of the
Company, the then-outstanding Formula Awards of such
holder that have vested pursuant to the Plan
(including, without limitation, any Formula Award or
portion thereof which vests in accordance with the Plan
on the date of death) shall become exercisable, to the
full extent of the number of shares of Common Stock
remaining covered by such Formula Awards, regardless of
whether such Formula Awards were previously
exercisable, and each such Formula Award shall expire
one year after the date of death of such optionee or on
its stated grant expiration date, whichever is earlier.
Exercise of a deceased holder's Formula Awards that are
still exercisable shall be by the estate of such holder or by the
person or persons to whom the holder's rights have passed by will
or the laws of descent and distribution.
Prohibitions Against Transferability. The right to exercise
a Formula Award granted under the Plan shall, during the lifetime
of the Eligible Director to whom such Formula Award was granted,
be exercisable only by such recipient or pursuant to a qualified
domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act, or the rules thereunder
(a "QDRO") and shall not be assignable or transferable by such
recipient other than by will or the laws of descent and
distribution or a QDRO. Any purported transfer contrary to this
provision will be null and void and without effect.
Limitation of Rights. Neither the recipient of a Formula
Award nor the recipient's successor or successors in interest
shall have any rights as a stockholder of the Company with
respect to any shares of Common Stock subject to such Formula
Award until the date of issuance of a stock certificate for such
shares of Common Stock. Neither the Plan, nor the granting of a
Formula Award, nor any other action taken pursuant to the Plan
shall constitute or be evidence of any agreement or under-
standing, express or implied, that an Eligible Director has a
right to continue as a Director for any period of time or at any
particular rate of compensation.
Capital Adjustments. The number and class of shares with
respect to which a Formula Award may be granted to an Eligible
Director under the Plan, the number and class of shares subject
to each outstanding Formula Award, and the exercise price per
share specified in each such Formula Award shall be
proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a split-up
or consolidation of shares or any like capital adjustment or the
payment of any stock dividend, or other increase or decrease in
the number of shares effected without receipt of consideration by
the Company. For purposes of the preceding sentence, the Company
will be deemed to have received consideration for any shares
issued pursuant to any employee benefit plan meeting the
requirements of Rule 16b-3, including the Plan.
Limit on Awards to Eligible Directors. Notwithstanding any
provision of the Plan to the contrary, an Eligible Director will
not be entitled to receive or participate in any award under the
Plan other than Formula Awards which are granted to such Eligible
Director pursuant to the Plan. Under the terms of the Plan, no
Formula Award may be granted on a date when the number of shares
of Common Stock authorized for issuance pursuant to the Plan and
then available for issuance pursuant to new Formula Awards is
less than the aggregate number of such shares which would be
issuable pursuant to Formula Awards otherwise required to be
granted on such date, assuming the full vesting and exercise of
such Formula Awards. If Formula Awards are not granted in any
year as a result of the limitation described in the preceding
sentence, no additional Formula Awards will thereafter be granted
pursuant to the Plan.
Awards Outstanding
As of the close of business on March 31, 1995, there were
outstanding options to purchase 187,500 shares of Common Stock
granted as Formula Awards and options to purchase an additional
2,237,500 shares granted to employees of the Company. The
options granted as Formula Awards become exercisable according to
the schedule described under "Formula Awards to Eligible
Directors -- Vesting and Exercisability". The Formula Awards
outstanding at March 31, 1995 are exercisable at prices ranging
from $23.07 to $39.34 per share and have expiration dates ranging
from June 18, 2002 to June 21, 2004. The other options
outstanding at such date have exercise prices ranging from $21.25
to $37.33 per share and expiration dates ranging from December
29, 2002 to April 14, 2004. As of the close of business on March
31, 1995, no shares of Common Stock had been purchased pursuant
to the Plan, and options to purchase an additional 575,000 shares
(including 337,500 shares reserved for Formula Awards) were
available for issuance pursuant to the Plan.
Term of the Plan
Unless extended by the stockholders of the Company or
earlier terminated by the Board of Directors, the Plan will
expire on June 19, 2001 and, thereafter no awards may be made
pursuant to the Plan. However, the Plan will continue after such
date to govern all awards granted before that date until the
exercise, expiration or cancellation of such awards.
Rights as Stockholder
An Employee Participant under the Plan will have no right as
a stockholder of the Company with respect to shares which are the
subject of share-value incentives granted under the Plan, and an
Eligible Director will have no right as a stockholder of the
Company with respect to shares which are the subject of Formula
Awards granted under the Plan, unless and until certificates for
such shares are issued to the Employee Participant or Eligible
Director, as the case may be. Common Stock issued to an Employee
Participant pursuant to a share-value incentive grant will
nevertheless be subject to such limitations and restrictions as
are included in the agreement with respect to such grant.
Adjustments Upon Certain Changes
In the event of a merger, consolidation, reorganization,
recapitalization, spinoff, stock dividend or stock split, or
combination or other increase or reduction in the number of
issued shares of Common Stock, or extraordinary cash dividend or
any other similar event, the Board of Directors or the Committee
may, in order to prevent the dilution or enlargement of rights
under share-value incentive grants or Formula Awards, make such
adjustments in the number and type of shares authorized by the
Plan, the number and type of shares covered by, or with respect
to which payments are measured under, outstanding share-value
incentive grants and the exercise prices specified therein as may
be determined to be appropriate and equitable.
Beneficiary Designation
Subject to the limitations on transfer described in this
Prospectus, each Employee Participant and Eligible Director may
name, from time to time, beneficiaries (who may be named
contingently or successively) to whom benefits under the Plan are
to be paid in the event of such Employee Participant's or
Eligible Director's death before they receive any or all of such
benefits. Each designation will revoke all prior designations by
the same Employee Participant or Eligible Director, shall be in a
form prescribed by the Committee, and will be effective only when
filed by the Employee Participant or Eligible Director in writing
with the Committee during the Employee Participant's or Eligible
Director's lifetime. In the absence of any such designation,
vested benefits remaining unpaid at the Employee Participant's or
Eligible Director's death will be paid to the Employee
Participant's or Eligible Director's estate.
Amendment, Suspension and Termination of Plan
The Board of Directors may amend, terminate or suspend the
Plan at any time, in its sole and absolute discretion; provided,
however, that if required to qualify the Plan under Rule 16b-3
under the Securities Exchange Act of 1934, no amendment shall be
made more than once every six (6) months that would change the
amount, price or timing of Formula Awards (or any other provision
of the Plan the amendment of which would cause the Plan to fail
to qualify under Rule 16b-3), other than to comport with changes
in the Internal Revenue Code of 1986, as amended, the Employee
Retirement Income Security Act, or the rules and regulations
promulgated thereunder; and provided, further, that if required
to qualify the Plan under Rule 16b-3, no amendment may be made
without the approval of the Company's stockholders that would (i)
materially increase the number of shares of Common Stock that may
be issued under the Plan, or (ii) materially modify the
requirements as to eligibility for participation in the Plan, or
(iii) otherwise materially increase the benefits accruing to
participants under the Plan. No amendment, suspension or
termination of the Plan may impair the rights of Employee
Participants under outstanding share-value incentive grants or
Eligible Directors under Formula Awards without the consent of
the Employee Participants and/or Eligible Directors affected
thereby or make any change that would disqualify the Plan, or any
other plan of the Company intended to be so qualified, from the
exemption provided by Rule 16b-3.
Governing Law
The Plan provides that its validity and construction, and
the validity and construction of its rules and regulations and
any agreements entered into thereunder, shall be governed by the
laws (other than choice of law provisions) of the State of
Nevada.
FEDERAL INCOME TAX CONSEQUENCES
Incentive Stock Options
Incentive stock options granted to Employee Participants
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 ("Incentive Stock
Options"). 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, options granted to an optionee who ceases to
be employed by the Company or a subsidiary for any one or more of
the reasons set forth under the heading "Description of the Plan
- - Share-Value Incentives - Misconduct", will terminate and become
void at the time such employment terminates. Subject to the
preceding sentence, the period during which options granted to an
Employee Participant may be exercised will be determined by the
Committee. 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 permits the Committee to impose with respect to each
option (including any Incentive Stock Option) granted to an
Employee Participant a maximum period during which the option may
be exercised by the optionee's estate or a person who acquires
the right to exercise such option by reason of the death of the
optionee, or, in the Committee's discretion, to prohibit such
option from being exercised after the optionee's death.
To the extent that the aggregate fair market value
(determined at the time the option is granted) of the shares with
respect to which options which would, but for this sentence, be
Incentive Stock Options are exercisable for the first time by an
optionee during any calendar year under the Plan and under any
other plans of the Company (and any parent or subsidiary corpo-
ration of the Company) exceeds $100,000, the options related to
such excess will be 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 Stock 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 time-
ly (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, generally, 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. 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 tax basis (for purposes of determining the
amount of gain or loss upon a disposition that satisfies the
holding period requirements described above) in shares of Common
Stock acquired upon the exercise of an Incentive Stock Option is
equal to the exercise price of the shares of Common Stock, in the
event that the entire exercise price is paid in cash. 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, Proposed Treasury Regulations provide that the optionee's
basis and holding period in the shares of Common Stock acquired
upon exercise of an Incentive Stock Option are determined 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 exercise price, the basis and holding period are 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 exercise 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
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 had been 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 statu-
tory two-year-after-grant, one-year-after-exercise holding period
(described above) which must be met in order to qualify for 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 as a
result of such disposition. 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 which must be met in order to qualify for
the tax benefits of an Incentive Stock Option.
Non-Qualified Stock Options
Non-qualified stock options ("Non-Qualified Stock Options")
granted under the Plan (including those granted as Formula
Awards) 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 Unemployment taxes on the
amount of ordinary income recognized by an Employee Participant
upon the exercise of a Non-Qualified Stock Option.
Optionees who are subject to the short-swing profits rules
of Section 16(b) of the Securities Exchange Act of 1934, as
amended ("Section 16(b)"), relating to the sale of property at a
profit within six months after the purchase of the property,
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 such six-month period, 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).
Restricted Stock and Performance Shares
Restricted stock issued under the Plan will ordinarily be
subject to forfeiture if the Employee Participant to whom the
award is made does not continue to be employed by the Company
during certain stipulated periods or satisfy any other conditions
prescribed by the Committee. Grants of restricted stock under
the Plan will be subject to the provisions of Section 83 of the
Code. As a result, an Employee Participant will, generally,
recognize ordinary income with respect to restricted stock in the
year or years in which such stock ceases to be subject to for-
feiture. The amount of ordinary income recognized will be equal
to the fair market value of the restricted stock on the date it
is no longer subject to forfeiture.
Pursuant to Section 83(b) of the Code, an Employee
Participant who receives restricted stock which is subject to
forfeiture may elect, within 30 days of the issuance of such
stock, to include in his or her taxable income for the year of
issuance an amount equal to the fair market value of such
restricted stock at the date of such issuance. If an Employee
Participant makes this election, no additional ordinary income is
required to be recognized at the time the risk of forfeiture for
such restricted stock lapses. However, in the event that such
Employee Participant actually forfeits the stock to the Company,
such Employee Participant may not deduct the amount previously
included in income pursuant to the election. Any dividends paid
to an Employee Participant on restricted stock prior to the lapse
of the risk of forfeiture will be treated as ordinary compen-
sation income to the Employee Participant in whose name such
stock was issued.
Generally, an Employee Participant who is awarded
performance shares will recognize ordinary income with respect to
the performance shares in the year in which the Committee
determines that the applicable performance criteria are
satisfied. The amount of ordinary income recognized, generally,
will be equal to the fair market value of the performance shares
on the date the performance criteria are satisfied.
The Company will be entitled to a deduction with respect to
restricted stock or performance shares in the year in which
ordinary income is recognized by the Employee Participant. Such
deduction will be equal to the amount of ordinary income
recognized by the Employee Participant with respect to such
restricted stock or performance shares. The Company will
withhold Federal income, Social Security and Unemployment taxes
on the amount of ordinary income recognized by an Employee
Participant with respect to restricted stock or performance
shares.
Notwithstanding the foregoing rules regarding the timing of
the recognition of income by an Employee Participant in
connection with the issuance or award of restricted stock or
performance shares, rules allowing a potential deferral in such
recognition as a result of the applicability of Section 16(b)
similar to those described above with respect to Non-Qualified
Stock Options are applicable to restricted stock and performance
shares.
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 and 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. Employee Participants and Eligible Directors may also be
subject to state and local taxes with respect to awards received
pursuant to the Plan, including the holding and disposition of
Common Stock acquired pursuant to the Plan and should refer to
the applicable tax laws of the relevant jurisdictions. Each
person participating in the Plan as an Employee Participant or an
Eligible Director should consult his own tax advisor in
connection with the tax consequences of the receipt of an award,
the receipt of any rights thereunder, and the holding and
disposition of shares received pursuant thereto.
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 options acquired pursuant to
the Plan or not otherwise deemed to be employees of the Company,
may only be reoffered or resold pursuant to an effective regis-
tration 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 (the "1934 Act"), if a director or "officer" (as
defined in Rule 16a-1 under the 1934 Act) of the Company, or a
person who beneficially owns, directly or indirectly, more than
ten percent of the Common Stock of the Company, in transactions
not exempt from the liability provisions of Section 16(b) of the
1934 Act, either purchases and sells, or sells and then
purchases, Common Stock of the Company within a six-month period,
any profit on such transactions 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.
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
Employee Participants and Eligible Directors whether or not they
are stockholders of the Company. If an Employee Participant or
Eligible Director does not for some reason receive a copy of any
of such reports, material or other communications, he or she 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).
Employee Participants and Eligible Directors will be
provided from time to time such reports, if any, concerning the
amount and status of their share-value incentives and Formula
Awards as the Committee deems appropriate. While the Committee
does not have any present intention of issuing such reports on a
regular basis, any Employee Participant or Eligible Director may
obtain information concerning the amount and status of his or her
share-value incentives or Formula Awards by contacting Mike Sloan
at the address or telephone number indicated in the preceding
paragraph.
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 "1934
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 1934 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 Com-
mission 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 State-
ment 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 pur-
suant to Sections 13(a), 13(c), 14 and 15(d) of the
1934 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
Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Limitation on Aggregate Shares . . . . . . . . . . . . . . . . . . . 5
Share-Value Incentives . . . . . . . . . . . . . . . . . . . . . . . 5
Formula Awards to Eligible Directors . . . . . . . . . . . . . . . . 10
Awards Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . 14
Term of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Rights as Stockholder. . . . . . . . . . . . . . . . . . . . . . . . 15
Adjustments Upon Certain Changes . . . . . . . . . . . . . . . . . . 15
Beneficiary Designation. . . . . . . . . . . . . . . . . . . . . . . 15
Amendment, Suspension and Termination of Plan. . . . . . . . . . . . 16
Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Federal Income Tax Consequences. . . . . . . . . . . . . . . . . . . . . 17
Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . . . 17
Non-Qualified Stock Options. . . . . . . . . . . . . . . . . . . . . 20
Restricted Stock and Performance Shares. . . . . . . . . . . . . . . 21
Taxation of Capital Gains and Ordinary Income. . . . . . . . . . . . 22
Restrictions on Resale . . . . . . . . . . . . . . . . . . . . . . . . . 23
Reports of the Company . . . . . . . . . . . . . . . . . . . . . . . . . 23
Incorporation of Certain Documents by Reference. . . . . . . . . . . . . 24
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
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 indemnifi-
cation 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 under-
writing 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 Amended and Restated 1991 Stock Incentive 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 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 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
