As filed with the Securities and Exchange Commission on
June 26, 1997
Registration No. 33-53303
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, NEVADA 89109
(Address of Principal Executive Offices) (Zip Code)
1993 STOCK OPTION PLAN
(Full Title of the Plan)
YVETTE E. LANDAU, 2880 LAS VEGAS BOULEVARD SOUTH
LAS VEGAS, NEVADA 89109
(Name and address of agent for service)
(702) 794-0410
(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
(b) Securities to be Cover Page; Description of the
Offered Plan - Limitation on Number of
Shares
(c) Employees Who May Description of the Plan -
Participate in the General
Plan
(d) Purchase of Description of the Plan -
Securities Pursuant General, - Stock Options and -
to the Plan and Termination of Employment
Payments for
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 Non-Transferability and -
Interest Termination of Employment
(i) Forfeitures and Description of the Plan -
Penalties Termination of Employment
(j) Charges and Description of the Plan -
Deductions and Liens Termination of Employment
Therefor
2. Registrant Information Reports of the Company;
and Employee Plan Annual Incorporation of Certain
Information Documents by Reference
PROSPECTUS
CIRCUS CIRCUS ENTERPRISES, INC.
3,000,000 Shares
Common Stock, $.01-2/3 Par Value
Offered Pursuant to the 1993 Stock Option 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 1993 Stock Option Plan, as amended (the
Plan ), which provides for the granting of options to purchase
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. 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 June 24,
1997, the last reported sale price of the Common Stock on the New
York Stock Exchange Composite Tape was $25.69 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.
NEITHER THE NEVADA GAMING COMMISSION, THE NEVADA STATE
GAMING CONTROL BOARD, THE MISSISSIPPI GAMING COMMISSION NOR ANY
OTHER GAMING REGULATORY AUTHORITY HAS PASSED UPON THE ADEQUACY OR
ACCURACY OF THIS PROSPECTUS OR THE INVESTMENT MERITS OF THE
SECURITIES OFFERED HEREBY. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.
The date of this Prospectus is June 26, 1997.
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 by reference 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 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 of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at the
Commission s regional offices at Seven World Trade Center, 13th
Floor, New York, New York 10048 and 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661. 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 Yvette E. Landau,
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 1993 Stock Option Plan. The Plan provides for the
issuance of up to 3,000,000 shares of the Company s Common Stock
pursuant to stock options granted to (i) officers and other full-
time salaried employees of the Company and its Subsidiaries (as
defined) with managerial, professional or supervisory
responsibilities, and (ii) consultants and advisors who render
bona fide services to the Company and its Subsidiaries, in each
case, where the committee administering the Plan (the
Committee ) determines that such officer, employee, consultant
or advisor has the capacity to make a substantial contribution to
the success of the Company. This Prospectus will not be utilized
in connection with issuances of shares to consultants or advisors
to whom options may be granted pursuant to the Plan for services
in connection with the offer or sale of securities in capital-
raising transactions, although the Plan does not preclude the
Committee from granting options under such circumstances,
provided the other terms and conditions of the Plan are complied
with. As used in this Prospectus, the term Participant means a
person who holds one or more stock options granted pursuant to
the Plan. For purposes of the preceding sentence, the term
Subsidiaries means those entities at least 50% owned, directly
or indirectly, by the Company. 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 was originally adopted by the Company s Board
of Directors (the Board of Directors ) on March 29, 1993 (the
Plan s effective date) subject to approval by the Company s
stockholders which was obtained on June 17, 1993. The Plan is
not subject to the provisions of the Employee Retirement Income
Security Act of 1974 ( ERISA ). All expenses associated with the
Plan are borne by the Company.
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 options granted
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 to enable the Company and
its Subsidiaries to attract and retain the services of officers
and other key employees with managerial, professional or
supervisory responsibilities, to retain able consultants and
advisors and to motivate such persons to use their best efforts
on behalf of 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. To
the extent possible, and to the extent the Board of Directors
deems it necessary or appropriate, each member of the Committee
shall be a Non-Employee Director (as such term is defined in
Rule 16b-3 under the Securities Exchange Act of 1934) and an
Outside Director (as such term is defined in Treasury
Regulations Section 1.162-27 promulgated under the Code).
The Plan grants to the Committee full power, subject to
and within the limits of the Plan, to (i) interpret and
administer the Plan and stock options granted thereunder; (ii)
make and interpret rules and regulations for the administration
of the Plan and to make changes in and revoke such rules and
regulations (and in the exercise of this power, generally
determine all questions of policy and expediency that may arise
and correct any defect, omission, or inconsistency in the Plan or
any agreement evidencing the grant of any stock option in a
manner and to the extent it deems necessary to make the Plan
fully effective); (iii) determine those persons to whom stock
options shall be granted and the number of stock options to be
granted to any person; (iv) determine the terms of stock options
granted under the Plan, consistent with the provisions of the
Plan; and (v) generally, exercise such powers and perform such
acts in connection with the Plan as are deemed necessary or
expedient to promote the best interests of the Company. The
interpretation and construction by the Committee of any
provisions of the Plan or of any stock option granted pursuant to
the Plan shall be final, binding and conclusive. The Committee
may amend or modify the terms of any stock option previously
granted pursuant to the Plan, but no such amendment or
modification may impair the rights of any Participant under such
stock option without the consent of such 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 Michael D. McKee, Chairman, and
Arthur H. Bilger. 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 Number of Shares
Except for adjustments in accordance with the terms of
the Plan upon the occurrence of certain specified events, the
number of shares of Common Stock which may be issued pursuant to
the Plan may not exceed 3,000,000. To the extent a stock option
granted to a Participant pursuant to the Plan expires unexercised
or is 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. While 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, it is currently the intention of the
Company to utilize treasury shares for this purpose. No
Participant may be granted stock options to purchase in excess of
1,000,000 shares pursuant to the Plan in 1997 or in any
subsequent calendar year.
Stock Options
Stock options granted to a 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. Incentive stock
options may be granted for a term of up to five years in the case
of optionees who own in excess of 10% of the combined voting
power of all classes of the Company s stock and up to ten years,
in the Committee s sole discretion, in the case of all other
optionees. Non-Qualified stock options may be granted for a term
of up to ten years. The exercise price per share of Common Stock
for a stock option granted to a Participant pursuant to the Plan
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 (or
110% of fair market value in the case of incentive stock
options granted to any officer or employee holding in excess of
10% of the combined voting power of all classes of the Company s
stock as of the date of grant). For this purpose, the fair
market value of the Common Stock, as defined in the Plan, 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 determined in good faith by the Committee on the
basis of such quotations and other considerations as the
Committee deems appropriate. Stock options granted to a
Participant pursuant to the Plan will be exercisable at such time
or times as the Committee determines at or subsequent to grant in
accordance with the terms of the Plan. Stock options granted
pursuant to the Plan will be exercisable in whole or in part by
written notice to the Company, 2880 Las Vegas Boulevard South,
Las Vegas, Nevada 89109 (to the attention of the Company s
Corporate Secretary), in each case signed by the Participant
exercising such 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 exercise price.
Payment of the exercise price for an option granted to
a Participant may be made, at the discretion of the optionee, and
to the extent permitted by the Committee, (A) in United States
dollars (whether in cash or by check, bank draft, or money order
payable in United States dollars to the order of the Company),
(B) in Common Stock (valued at the fair market value thereof on
the date of exercise) either delivered by the Participant to the
Company or withheld by the Company from the shares otherwise
issuable upon such exercise, or (C) by a combination of cash and
Common Stock. The date on which both such notice and payment
have been 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 in the notice and for which such
payment has been received. Until the shares of Common Stock as
to which an option is exercised are issued, the Participant shall
have none of the rights of a shareholder of the Company with
respect to such shares.
Special Provisions Applicable to Incentive Stock Options
Incentive stock options may only be granted to
Participants who are employees of the Company or a Subsidiary of
the Company. To the extent that the aggregate fair market
value of Common Stock, with respect to which incentive stock
options are exercisable for the first time by a Participant
during any calendar year under the Plan and any other plan of the
Company or a Subsidiary, exceeds $100,000, such stock options
shall be treated as non-qualified stock options. Any Participant
who disposes of shares of Common Stock acquired upon the exercise
of an incentive stock option by sale or exchange either within
two (2) years after the date of the grant of the incentive stock
option under which the shares were acquired or within one (1)
year of the acquisition of such shares, shall be required to
promptly notify the Corporate Secretary of the Company at the
principal office of the Company of such disposition, the amount
realized, the purchase price per share paid upon exercise and the
date of disposition. Any incentive stock option granted to a
Participant who, at the time of the grant, owns stock
representing more than ten percent (10%) of the total combined
voting power of all classes of stock either of the Company or any
parent or Subsidiary of the Company, must (A) be exercisable at a
price that is at least one hundred ten percent (110%) of the
fair market value of the Common Stock at the time the option is
granted and (B) not be exercisable more than five (5) years from
the date it is granted.
Termination of Employment
General. Except as otherwise described under
Exceptions to the General Rule , below, if a Participant s
employment by, or relationship with, the Company or its
Subsidiaries is terminated for any reason, all rights of any kind
under any outstanding stock option granted under the Plan held by
such Participant which have not previously lapsed or terminated
expire immediately.
Exceptions to the General Rule. The general rule
applicable upon a Participant s termination of employment by, or
relationship with, the Company or its Subsidiaries, described
under General , above, is subject to four exceptions. Such
exceptions are as follows:
(1) Total Disability. If a Participant s employment
by, or relationship with, the Company or its Subsidiaries
terminates as a result of such Participant s permanent mental or
physical disability as determined by the Committee ( Total
Disability ), each stock option granted under the Plan held by
such Participant (which has not previously lapsed or terminated)
immediately becomes fully exercisable as to the total number of
shares of Common Stock subject thereto (whether or not
exercisable to that extent at the time of such termination) and
remains so exercisable by such Participant until the earlier of
(i) the expiration of the option by its terms, or (ii) the
expiration of the six-month period commencing with such
termination of employment or relationship.
(2) Death. In the event of the death of a Participant,
each stock option granted under the Plan held by such Participant
(which has not previously lapsed or terminated) immediately
becomes fully exercisable as to the total number of shares of
Common Stock subject thereto (whether or not exercisable to that
extent at the time of death) by the executor or administrator of
the Participant s estate or by the person or persons to whom the
deceased Participant s rights thereunder pass by will or by the
laws of descent or distribution, and remain so exercisable until
the earlier of (i) the expiration of the option by its terms or
(ii) the expiration of the six-month period commencing with such
Participant s death.
(3) Retirement. If a Participant s employment by the
Company or its Subsidiaries terminates by reason of such
Participant s retirement in accordance with Company policies,
each stock option granted under the Plan held by such Participant
at the date of such termination (which has not previously lapsed
or terminated) immediately becomes fully exercisable as to the
total number of shares of Common Stock subject thereto (whether
or not exercisable to that extent at the time of such
termination) and remain so exercisable by such Participant until
the earlier of (i) the expiration of the option by its terms or
(ii) the expiration of the three-month period commencing with
such termination.
(4) Certain Terminations of Officers of the Company.
In the event the Company terminates the employment of a
Participant who at the time of such termination was an officer of
the Company and had been continuously employed by the Company
during the five-year period immediately preceding such
termination, for any reason except good cause (hereafter
defined) and except upon such Participant s death, Total
Disability or retirement in accordance with Company policies,
each stock option held by such Participant (which has not
previously lapsed or terminated and which has been held by such
Participant for more than six months prior to such termination)
immediately becomes fully exercisable as to the total number of
shares of Common Stock subject thereto (whether or not
exercisable to that extent at the time of such termination) and
remains so exercisable until the earlier of (i) the expiration of
the option by its terms or (ii) the expiration of the three-month
period commencing with such termination. A termination for good
cause is deemed to have occurred only if the Participant in
question (i) is terminated by written notice for dishonesty,
because of his conviction of a felony, or because of his
violation of any material provision of any employment or other
agreement with the Company or any of its Subsidiaries, or (ii)
voluntarily resigns or terminates his employment with the Company
or any of its Subsidiaries 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 any of its Subsidiaries, or (iii) has committed an
act of dishonesty not discovered by the Company or any of its
Subsidiaries prior to the cessation of his employment with the
Company or any of its Subsidiaries, but which would have resulted
in his discharge if discovered prior to such date, or (iv) has,
either before or after cessation of his employment with the
Company or any of its Subsidiaries, without the written consent
of the Company or any of its Subsidiaries, used (except for the
benefit of the Company or any of its Subsidiaries) or disclosed
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 any of its Subsidiaries obtained
as a result of or in connection with such employment, or (v) has,
either before or after the cessation of his employment with the
Company or any of its Subsidiaries, without the written consent
of the Company or any of its Subsidiaries, directly or
indirectly, given advice to, or served as an employee, director,
officer, or trustee of, or in any similar capacity with, or
otherwise directly or indirectly participated in the management,
operation, or control of, or had 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 any of its Subsidiaries, or (vi) has ceased to be
employed by the Company or any of its Subsidiaries because of the
inability to continue as an employee under any law or
governmental regulation, including any Nevada gaming law or
regulation, or (vii) has voluntarily resigned or terminated his
employment with the Company or any of its Subsidiaries 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.
Stock Option Agreements
Each stock option granted to a Participant under the
Plan is required by the terms of the Plan to be evidenced by a
written agreement executed by the Company and the Participant to
whom the option is granted. Each such agreement is to be in such
form and contain such terms and conditions (not inconsistent with
the Plan) as the Committee determines in its sole discretion.
Non-Transferability
No stock option granted to a Participant under the
Plan, and no interest therein, shall be transferable by the
Participant otherwise than by will or the laws of descent and
distribution. Each such option granted to a Participant shall be
exercisable during the Participant s lifetime only by the
Participant or his guardian or legal representative. 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 a Participant to remit to the
Company, an amount sufficient to satisfy any withholding or other
tax due with respect to any shares issuable under the Plan, and
the Committee may defer such issuance unless indemnified to its
satisfaction. A Participant may, to the extent the Committee
consents (but only to such extent), make an irrevocable election
to have shares of Common Stock otherwise issuable pursuant to an
option withheld, tender back to the Company shares of Common
Stock received pursuant to an option 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 a Participant prior to the date on which
the relevant tax obligation arises. The Committee may, in its
sole discretion, disapprove of any election and/or limit, suspend
or terminate the right of a Participant to make such elections.
Rights of Participants
The Plan does not limit in any way the right of the
Company or any of its Subsidiaries to terminate a Participant s
employment at any time, nor does the Plan or the receipt of one
or more stock options pursuant thereto confer upon a Participant
any right to continue in the employ of the Company or any of its
Subsidiaries 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 receive options pursuant
thereto, or, having become a Participant, to receive additional
stock options pursuant to the Plan.
Stock Options Granted
As of the close of business on May 30, 1997, there were
outstanding under the Plan options to purchase an aggregate of
757,750 shares of the Company s Common Stock held by 35
individuals which were exercisable at prices ranging from $21.25
to $34.00 per share and which had expiration dates ranging from
April 4, 2004 to April 14, 2007. As of the close of business on
May 30, 1997, 404,550 shares of Common Stock had been purchased
pursuant to the Plan and options to purchase an additional shares
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 March 28, 2003 and, thereafter no option may be granted
pursuant to the Plan. However, the Plan will continue after such
date to govern all options granted before that date until the
exercise, expiration or cancellation of such options.
Rights as Stockholder
A Participant under the Plan will have no right as a
stockholder of the Company with respect to shares which are the
subject of stock options granted pursuant to the Plan unless and
until certificates for such shares are issued to the Participant.
Adjustments Upon Certain Changes
In the event of changes to the outstanding shares of
Common Stock of the Company through reorganization, merger,
consolidation, recapitalization, reclassification, stock
split-up, stock dividend, stock consolidation or otherwise, or in
the event of a sale of all or substantially all of the assets of
the Company, an appropriate and proportionate adjustment shall be
made in the number and kind of shares as to which stock options
may be granted pursuant to the Plan. A corresponding adjustment
changing the number or kind of shares and/or purchase price per
share of unexercised stock options or portions thereof which have
been granted pursuant to the Plan prior to any such change shall
likewise be made. Notwithstanding the foregoing, in the case of
a reorganization, merger or consolidation, or sale of all or
substantially all of the assets of the Company, in lieu of
adjustments as aforesaid, the Committee may in its discretion
accelerate the date after which a stock option granted pursuant
to the Plan may or may not be exercised or the stated expiration
date thereof. Adjustments or changes under the circumstances
described in this paragraph are to be made by the Committee,
whose determination as to the adjustments or changes to be made,
and the extent thereof, shall be final, binding and conclusive.
Amendment, Suspension and Termination of Plan
The Plan may be suspended, terminated or reinstated, in
whole or in part, at any time by the Board of Directors. The
Board of Directors may from time to time make such amendments to
the Plan as it deems advisable, including, with respect to
incentive stock options, amendments deemed necessary or desirable
to comply with Section 422 of the Code and any regulations issued
thereunder, provided, however, that without the approval of the
Company s stockholders, no amendment may be made that would (i)
increase the number of shares of Common Stock that may be issued
under the Plan, or (ii) extend the term of the Plan, or (iii)
increase the period during which a stock option granted pursuant
to the Plan may be exercised beyond ten years from the date of
grant, or (iv) materially modify the requirements as to
eligibility for participation in the Plan, or (v) otherwise
materially increase the benefits accruing to Participants under
the Plan, or (vi) cause stock options granted under the Plan to
fail to meet the requirements of Rule 16b-3. No amendment,
suspension or termination of the Plan may impair the rights of
Participants under outstanding options without the consent of
such Participants.
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 of the State of Nevada.
FEDERAL INCOME TAX CONSEQUENCES
Incentive Stock Options
Incentive stock options granted to Participants under
the Plan are intended to qualify for the favorable Federal income
tax treatment ("Incentive Stock Options") 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, stock 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 - Termination of Employment - Exceptions
to the General Rule - Certain Terminations of Officers of the
Company , will terminate and become void at the time such
employment terminates. Subject to the preceding sentence and the
other provisions described under Description of the Plan -
Termination of Employment , the period during which options
granted to a Participant may be exercised will be determined by
the Committee in accordance with the terms and conditions of the
Plan.
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
corporation 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 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.
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. A
special rule applies in the case of a disqualifying disposition
(as described below) of shares acquired by exercise of an
Incentive Stock Option occurring in the same taxable year as the
exercise which, in effect, results in the same tax treatment
under the alternative minimum tax as applicable for ordinary 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, 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 or her 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. The IRS has taken the
position that an 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 is to be 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 statutory 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 (a
disqualifying disposition ), 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 his or
her disposition 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 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
a 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 purchase or sale or
sale and purchase of securities within six months at a profit,
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).
Taxation of Capita1 Gains and Ordinary Income
Under the terms of the Code, the maximum marginal rate
of tax imposed on ordinary income for individuals is 39.6% 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.
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. Participants 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 Participant should consult his or
her own tax advisor in connection with the tax consequences of
the receipt of an option and the holding and disposition of
shares received pursuant thereto.
Deductibility of Executive Compensation Under Code Section 162(m)
Section 162(m) of the Code sets limits on the
deductibility of compensation in excess of $1,000,000 paid by
publicly held companies to certain employees (the Million Dollar
Cap ). The Internal Revenue Service (the IRS ) has also issued
Treasury Regulations which provide rules for the application of
the Million Dollar Cap deduction limitations. Compensation which
is treated as qualified performance-based compensation under
these rules is exempt from the limitations of the Million Dollar
Cap. Income recognized as ordinary compensation income on the
exercise of Non-Qualified Stock Options granted under the Plan
should be treated as qualified performance-based compensation
for these purposes provided the Plan meets certain requirements,
and the option grant itself complies with specific rules
applicable on a grant-by-grant basis. The Plan complies with
IRS rules generally applicable to stock option plans under the
performance-based compensation exception to the Million Dollar
Cap. It is the Company s intention to administer the Plan in
accordance with all applicable requirements of the Million Dollar
Cap rules to qualify option grants for the performance-based
compensation exemption, including administration of the Plan by
a committee of two or more outside directors (as that term is
used in the applicable Treasury Regulations) whenever, in the
judgment of the Committee, to do so would be consistent with the
objectives of the Plan.
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 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 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 an
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, engages in purchases and sales of the Company s Common
Stock which are not exempted from the liability provisions of
Section 16(b) within a six-month period, any profit resulting
from a matching of such transactions must be paid to the Company.
For purposes of determining Section 16(b) liability, a
non-exempted acquisition or disposition of an option or other
right to acquire Common Stock constitutes a purchase or sale, as
the case may be, of Common Stock.
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. In this regard, grants of stock options
pursuant to the Plan are intended to be exempted from the
liability provisions of Section 16(b), but the disposition of
shares acquired upon the exercise of such an option generally
will not be exempted. Each director and officer of the Company
and each person 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 of the Company s Common Stock
or engaging in any other transaction which would result in a
change in his or her beneficial ownership of the Company s 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 Participants whether or not they are stockholders
of the Company. If a Participant 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 Yvette E. Landau,
Secretary, Circus Circus Enterprises, Inc., 2880 Las Vegas
Boulevard South, Las Vegas, Nevada 89109 (702-734-0410).
Participants will be provided from time to time such
reports, if any, concerning their options as the Committee deems
appropriate. While the Committee does not have any present
intention of issuing such reports on a regular basis, any
Participant may obtain information concerning his or her options
by contacting Yvette E. Landau 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, 1997, filed pursuant
to Section 13(a) of the 1934 Act;
(b) The Company s Quarterly Report on Form 10-Q for
the fiscal quarter ended April 30, 1997, filed
pursuant to Section 13(a) of the 1934 Act;
(c) 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;
(d) 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
(e) All documents subsequently filed by the Company
pursuant 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 Yvette E.
Landau, 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, 1997,
incorporated by reference in this Prospectus and elsewhere in the
Registration Statement, to the extent and for the periods
indicated in their report, 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 report.
TABLE OF CONTENTS
Page
ADDITIONAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . .2
DESCRIPTION OF THE PLAN. . . . . . . . . . . . . . . . . . . . . . . . . .4
General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .4
Purposes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Administration . . . . . . . . . . . . . . . . . . . . . . . . . . . .5
Limitation on Number of Shares . . . . . . . . . . . . . . . . . . . .6
Stock Options. . . . . . . . . . . . . . . . . . . . . . . . . . . . .6
Special Provisions Applicable to Incentive Stock Options . . . . . . .7
Termination of Employment. . . . . . . . . . . . . . . . . . . . . . .8
Stock Option Agreements. . . . . . . . . . . . . . . . . . . . . . . 10
Non-Transferability. . . . . . . . . . . . . . . . . . . . . . . . . 10
Tax Withholding. . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Rights of Participants . . . . . . . . . . . . . . . . . . . . . . . 11
Stock Options Granted. . . . . . . . . . . . . . . . . . . . . . . . 11
Term of the Plan . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Rights as Stockholder. . . . . . . . . . . . . . . . . . . . . . . . 11
Adjustments Upon Certain Changes . . . . . . . . . . . . . . . . . . 11
Amendment, Suspension and Termination of Plan. . . . . . . . . . . . 12
Governing Law. . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
FEDERAL INCOME TAX CONSEQUENCES. . . . . . . . . . . . . . . . . . . . . 12
Incentive Stock Options. . . . . . . . . . . . . . . . . . . . . . . 12
Non-Qualified Stock Options. . . . . . . . . . . . . . . . . . . . . 16
Taxation of Capital Gains and Ordinary Income. . . . . . . . . . . . 17
Deductibility of Executive Compensation Under Code
Section 162(m). . . . . . . . . . . . . . . . . . . . . . . . . . . 17
RESTRICTIONS ON RESALE . . . . . . . . . . . . . . . . . . . . . . . . . 18
REPORTS OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . 20
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . . . . . . 21
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Reference is made to the information appearing under
the heading Incorporation of Certain Documents by Reference in
the Prospectus constituting a part of this Registration
Statement, which information is incorporated herein by this
reference.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Section 78.751 of the Nevada Revised Statutes (the
Nevada Law ) permits a corporation to indemnify any of its
directors, officers, employees and agents against costs and
expenses arising from claims, suits and proceedings if such
persons acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Notwithstanding the foregoing, in an action by or in the right of
the corporation, no indemnification may be made in respect of any
claim, issue or matter, as to which such person is adjudged to be
liable to the corporation unless a court of competent
jurisdiction determines that in view of all the circumstances of
the case, indemnification would be appropriate. The
indemnification provisions of the Nevada Law expressly do not
exclude any other rights a person may have to indemnification
under any bylaw, among other things.
In accordance with Nevada Revised Statutes 78.037,
Article XI of the Company s Restated Articles of Incorporation
provides that no director or officer of the Company shall be
personally liable to the Company or its stockholders for damages
for breach of fiduciary duty as a director or officer, except for
(a) acts or omissions which include intentional misconduct, fraud
or a knowing violation of law, or (b) the payment of dividends in
violation of Nevada Revised Statutes 78.300.
Article X, Section 10.2 of the Company s Restated
Bylaws provides for mandatory indemnification of directors and
officers to the fullest extent now or hereafter permitted by law.
The Company maintains a liability insurance policy
under which officers and directors are generally indemnified
against losses and liability (including costs, expenses,
settlements, and judgments) incurred by them in such capacities,
individually or otherwise, other than specified excluded losses.
The insurance policy will pay on behalf of the Company all
covered losses for which the Company grants indemnification of
each officer or director as permitted by law which the officer or
director becomes legally obligated to pay on account of an
indemnifiable claim. The policy would generally cover, in
addition to other liabilities, liabilities arising under the
federal securities laws; however, the subject of loss may not
include any claim or claims under federal or state law arising
out of or relating to (i) the filing of a registration statement
with the Securities and Exchange Commission or the offer or sale
by means of a prospectus of any security with respect to which a
registration statement has been filed, including, but not limited
to, any claim asserting that such registration statement or
prospectus contained an untrue statement of a material fact or
omitted to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, (ii) any
underwriting agreement for the offer or sale of any security, or
(iii) any accounting of profits from the purchase or sale of
securities of the Company under Section 16(b) of the Securities
Exchange Act of 1934 or a similar state law.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
10 1993 Stock Option Plan, as amended.
23 Consent of Arthur Andersen LLP
Item 9. Undertakinqs.
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
l0(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)(l)(i) and (a)(l)(ii) do
not apply if the registration statement is on Form S-3 or Form S-
8, and the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the registrant pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of
1933, each filing of the registrant s annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 (and, where applicable, each filing of an employee benefit
plan s annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of the registrant pursuant to
the foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such 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 24th day of June, 1997.
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 Glenn Schaeffer, 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 either 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 June 24, 1997
Clyde T. Turner and Chief Executive
Officer (Principal
Executive Officer)
Michael S. Ensign Vice Chairman of the June 24, 1997
Michael S. Ensign Board and Chief Operating
Officer
Signature Title Date
William A. Richardson Executive Vice President June 24, 1997
William A. Richardson and Director
Glenn Schaeffer President, Chief June 24, 1997
Glenn Schaeffer Financial Officer,
Treasurer and Director
(Principal Financial
Officer)
Les Martin Vice President and June 24, 1997
Les Martin Chief Accounting Officer
(Principal Accounting
Officer)
Richard P. Banis Director June 24, 1997
Richard P. Banis
Director June , 1997
Arthur H. Bilger
Richard A. Etter Director June 24, 1997
Richard A. Etter
Michael D. McKee Director June 24, 1997
Michael D. McKee
Exhibit 10
CIRCUS CIRCUS ENTERPRISES, INC.
1993 STOCK OPTION PLAN
(As Amended and Restated June 24, 1997)
1. PURPOSES OF THE PLAN
The purposes of this 1993 Stock Option Plan (the Plan )
are to enable Circus Circus Enterprises, Inc. (the Company ) and
its Subsidiaries to attract and retain the services of officers and
other key employees with managerial, professional or supervisory
responsibilities, to retain able consultants and advisors and to
motivate such persons to use their best efforts on behalf of the
Company.
2. GENERAL PROVISIONS
2. 1 Definitions
As used in the Plan:
(a) Board of Directors means the board of
Directors of the Company
(b) Code means the Internal Revenue Code of
1986, including any and all amendments
thereto.
(c) Committee means the committee appointed by
the Board of Directors from time to time to
administer the Plan pursuant to Section 2.2.
(d) Common Stock means the Company s Common
Stock, $.01-2/3 par value.
(e) Fair Market Value means, with respect to a
specific date, the last reported sale price of
the Common Stock on the NYSE Composite Tape on
the date such Fair Market Value is being
determined, and, in the absence of any sale on
such day, the Fair Market Value as determined
in good faith by the Committee on the basis of
such quotations and other considerations as
the Committee deems appropriate.
(f) Incentive Stock Option means an option
granted under the Plan which is intended to
qualify as an incentive stock option under
Section 422 of the Code.
(g) NYSE means the New York Stock Exchange.
(h) Non-Qualified Stock Option means an option
granted under the Plan which is not an
Incentive Stock Option.
(i) Participant means a person to whom a Stock
Option has been granted under the Plan.
(j) Rule 16b-3 means Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as
amended, or any successor rule.
(k) Stock Option means an Incentive Stock Option
or a Non-Qualified Stock Option granted under
the Plan.
(l) Subsidiary means any corporation (other than
the Company) in an unbroken chain of
corporations beginning with the Company if, at
the time of the granting of the Stock Option,
each of the corporations other than the last
corporation in the unbroken chain owns 50% or
more of the total voting power of all classes
of stock in one of the other corporations in
such chain.
2.2 Administration of the Plan
(a) The Plan shall be administered by the
Committee which shall at all times consist of
two (2) or more persons, each of whom shall be
a member of the Board of Directors. To the
extent possible, and to the extent the Board
of Directors deems it necessary or
appropriate, each member of the Committee
shall be a Non-Employee Director (as such
term is defined in Rule 16b-3) and an Outside
Director (as such term is defined in Treasury
Regulations Section 1.162-27 promulgated under
the Code). The Board of Directors may from
time to time remove members from, or add
members to, the Committee. Vacancies on the
Committee, howsoever caused, shall be filled
by the Board of Directors. The Committee shall
select one of its members as Chairman, and
shall hold meetings at such times and places
as it may determine.
(b) The Committee shall have the full power,
subject to and within the limits of the Plan,
to: (i) interpret and administer the Plan, and
Stock Options granted under it; (ii) make and
interpret rules and regulations for the
administration of the Plan and to make changes
in and revoke such rules and regulations (and
in the exercise of this power, shall generally
determine all questions of policy and
expediency that may arise and may correct any
defect, omission, or inconsistency in the Plan
or any agreement evidencing the grant of any
Stock Option in a manner and to the extent it
shall deem necessary to make the Plan fully
effective); (iii) determine those persons to
whom Stock Options shall be granted and the
number of Stock Options to be granted to any
person; (iv) determine the terms of Stock
Options granted under the Plan, consistent
with the provisions of the Plan; and (v)
generally, exercise such powers and perform
such acts in connection with the Plan as are
deemed necessary or expedient to promote the
best interests of the Company. The
interpretation and construction by the
Committee of any provisions of the Plan or of
any Stock Option shall be final, binding and
conclusive.
(c) The Committee may act only by a majority of
its members then in office; however, the
Committee may authorize any one (1) or more of
its members or any officer of the Company to
execute and deliver documents on behalf of the
Committee.
(d) No member of the Committee shall be liable for
any action taken or omitted to be taken or for
any determination made by him or her in good
faith with respect to the Plan, and the
Company shall indemnify and hold harmless each
member of the Committee against any cost or
expense (including counsel fees) or liability
(including any sum paid in settlement of a
claim with the approval of the Committee)
arising out of any act or omission in
connection with the administration or
interpretation of the Plan, unless arising out
of such person s own fraud or bad faith.
2.3 Effective Date
The Plan shall become effective upon its adoption by the
Board of Directors, and Stock Options may be granted upon
such adoption and from time to time thereafter, subject,
however, to approval of the Plan by the affirmative vote
of the holders of a majority of the shares of the Common
Stock present in person or by proxy and entitled to vote
at an annual meeting of the shareholders of the Company
or at a special meeting of the shareholders of the
Company expressly called for such purposes, or any
adjournments thereof, within 12 months after the adoption
of the Plan by the Board of Directors. If the Plan is not
approved at such annual or special meeting or at any
adjournments thereof, this Plan and all Stock Options
previously granted thereunder shall become null and void.
2.4 Duration
If approved by the shareholders of the Company, as
provided in Section 2.3, unless sooner terminated by the
Board of Directors, the Plan shall remain in effect for
a period of ten (10) years following its adoption by the
Board of Directors.
2.5 Shares Subject to the Plan
The maximum number of shares of Common Stock which may be
subject to Stock Options granted under the Plan shall be
3,000,000. The Stock Options shall be subject to
adjustment in accordance with Section 4.1, as
appropriate, and shares to be issued upon exercise of
Stock Options may 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. If a Stock Option or portion thereof shall
expire or is terminated, canceled or surrendered for any
reason without being exercised in full, the unpurchased
shares of Common Stock which were subject to such Stock
Option or portion thereof shall be available for future
grants of Stock Options under the Plan. Notwithstanding
any provision to the contrary, the number of shares of
Common Stock for which Stock Options may be granted to
any person pursuant to the Plan during 1997 or during any
subsequent calendar year shall not exceed 1,000,000,
provided, however, that such number shall be subject to
appropriate adjustment in accordance with Section 4.1.
2.6 Amendments
The Plan may be suspended, terminated or reinstated, in
whole or in part, at any time by the Board of Directors.
The Board of Directors may from time to time make such
amendments to the Plan as it may deem advisable,
including, with respect to Incentive Stock Options,
amendments deemed necessary or desirable to comply with
Section 422 of the Code and any regulations issued
thereunder; provided, however, that without the approval
of the Company s shareholders no amendment shall be made
which:
(a) Increases the maximum number of shares of
Common Stock which may be subject to Stock
Options granted under the Plan (other than as
provided in Section 4.1, as appropriate); or
(b) Extends the term of the Plan; or
(c) Increases the period during which a Stock
Option may be exercised beyond ten years from
the date of grant; or
(d) Otherwise materially increases the benefits
accruing to Participants under the Plan; or
(e) Materially modifies the requirements as to
eligibility for participation in the Plan; or
(f) Will cause Stock Options granted under the
Plan to fail to meet the requirements of Rule
16b-3.
Except as otherwise provided herein, termination or
amendment of the Plan shall not, without the consent of
a Participant, affect such Participant s rights under any
Stock Option previously granted to such Participant.
2.7 Participants and Grants
Stock Options may be granted by the Committee to (i)
officers and other full-time salaried employees of the
Company and its Subsidiaries with managerial,
professional or supervisory responsibilities and (ii)
consultants and advisors who render bona fide services to
the Company and its Subsidiaries, in each case, where the
Committee determines that such officer, employee,
consultant or advisor has the capacity to make a
substantial contribution to the success of the Company.
The Committee may grant Stock Options to purchase such
number of shares of Common Stock (subject to the
limitations of Section 2.5) as the Committee may, in its
sole discretion, determine. In granting Stock Options
under the Plan, the Committee, on an individual basis,
may vary the number of Incentive Stock Options or Non-
Qualified Stock Options as between Participants and may
grant Incentive Stock Options and/or Non-Qualified Stock
Options to a Participant in such amounts as the Committee
may determine in its sole discretion.
3. STOCK OPTIONS
3.1 General
All Stock Options granted under the Plan shall be
evidenced by written agreements executed by the Company
and the Participant to whom granted, which agreement
shall state the number of shares of Common Stock which
may be purchased upon the exercise thereof and shall
contain such investment representations and other terms
and conditions as the Committee may from time to time
determine, or, in the case of Incentive Stock Options, as
may be required by Section 422 of the Code, or any other
applicable law.
3.2 Price
Subject to the provisions of Sections 3.6(d) and 4.1, the
purchase price per share of Common Stock subject to a
Stock Option shall, in no case, be less than one hundred
percent (100%) of the Fair Market Value of a share of
Common Stock on the date the Stock Option is granted.
3.3 Period
The duration or term of each Stock Option granted under
the Plan shall be for such period as the Committee shall
determine but in no event more than ten (10) years from
the date of grant thereof.
3.4 Exercise
Subject to Section 4.4, Stock Options may be exercisable
immediately upon granting of the Stock Option or at such
other time or times as the Committee shall specify when
granting the Stock Option. Once exercisable, a Stock
Option shall be exercisable, in whole or in part, by
delivery of a written notice of exercise to the Secretary
of the Company at the principal office of the Company
specifying the number of shares of Common Stock as to
which the Stock Option is then being exercised together
with payment of the full purchase price for the shares
being purchased upon such exercise. Until the shares of
Common Stock as to which a Stock Option is exercised are
issued, the Participant shall have none of the rights of
a shareholder of the Company with respect to such shares.
3.5 Payment
The purchase price for shares of Common Stock as to which
a Stock Option has been exercised and any amount required
to be withheld, as contemplated by Section 4.3, may be
paid:
(a) In United States dollars in cash, or by check,
bank draft or money order payable in United
States dollars to the order of the Company; or
(b) By the delivery by the Participant to the
Company of whole shares of Common Stock having
an aggregate Fair Market Value on the date of
payment equal to the aggregate of the purchase
price of Common Stock as to which the Stock
Option is then being exercised or by the
withholding of whole shares of Common Stock
having such Fair Market Value upon the
exercise of such Stock Option; or
(c) In the discretion of the Committee, by a
combination of both (a) and (b) above.
The Committee may, in its discretion, impose limitations,
conditions and prohibitions on the use by a Participant of shares
of Common Stock to pay the purchase price payable by such
Participant upon the exercise of a Stock Option.
3.6 Special Rules for Incentive Stock Options
Notwithstanding any other provision of the Plan, the
following provisions shall apply to Incentive Stock
Options granted under the Plan:
(a) Incentive Stock Options shall only be granted
to Participants who are employees of the
Company or its Subsidiaries.
(b) To the extent that the aggregate Fair Market
Value of Common Stock with respect to which
Incentive Stock Options are exercisable for
the first time by a Participant during any
calendar year under this Plan and any other
Plan of the Company or a Subsidiary exceeds
$100,000, such Stock Options shall be treated
as Non-Qualified Stock Options.
(c) Any Participant who disposes of shares of
Common Stock acquired upon the exercise of an
Incentive Stock Option by sale or exchange
either within two (2) years after the date of
the grant of the Incentive Stock Option under
which the shares were acquired or within one
(1) year of the acquisition of such shares,
shall promptly notify the Secretary of the
Company at the principal office of the Company
of such disposition, the amount realized, the
purchase price per share paid upon exercise
and the date of disposition.
(d) No Incentive Stock Option shall be granted to
a Participant who, at the time of the grant,
owns stock representing more than ten percent
(10%) of the total combined voting power of
all classes of stock either of the Company or
any parent or Subsidiary of the Company,
unless the purchase price of the shares of
Common Stock purchasable upon exercise of such
Incentive Stock Option is at least one hundred
ten percent (110%) of the Fair Market Value
(at the time the Incentive Stock Option is
granted) of the Common Stock and the Incentive
Stock Option is not exercisable more than five
(5) years from the date it is granted.
3.7 Termination of Employment
(a) In the event a Participant s employment by, or
relationship with, the Company shall terminate
for any reason other than those reasons
specified in Sections 3.7(b), (c), (d) or (e)
hereof while such Participant holds Stock
Options granted under the Plan, then all
rights of any kind under any outstanding
Option held by such Participant which shall
not have previously lapsed or terminated shall
expire immediately.
(b) If a Participant s employment by, or
relationship with, the Company or its
Subsidiaries shall terminate as a result of
such Participant s total disability, each
Stock Option held by such Participant (which
has not previously lapsed or terminated) shall
immediately become fully exercisable as to the
total number of shares of Common Stock subject
thereto (whether or not exercisable to that
extent at the time of such termination) and
shall remain so exercisable by such
Participant for a period of six months after
termination unless such Stock Option expires
earlier by its terms. For purposes of the
foregoing sentence, total disability shall
mean permanent mental or physical disability
as determined by the Committee.
(c) In the event of the death of a Participant,
each Stock Option held by such Participant
(which has not previously lapsed or
terminated) shall immediately become fully
exercisable as to the total number of shares
of Common Stock subject thereto (whether or
not exercisable to that extent at the time of
death) by the executor or administrator of the
Participant s estate or by the person or
persons to whom the deceased Participant s
rights thereunder shall have passed by will or
by the laws of descent or distribution, and
shall remain so exercisable for a period of
six months after such Participant s death
unless such Stock Option expires earlier by
its terms.
(d) If a Participant s employment by the Company
shall terminate by reason of such
Participant s retirement in accordance with
Company policies, each Stock Option held by
such Participant at the date of termination
(which has not previously lapsed or
terminated) shall immediately become fully
exercisable as to the total number of shares
of Common Stock subject hereto (whether or not
exercisable to that extent at the time of such
termination) and shall remain so exercisable
by such Participant for a period of three
months after termination, unless the Stock
Option expires earlier by its terms.
(e) In the event the Company terminates the
employment of a Participant who at the time of
such termination was an officer of the Company
and had been continuously employed by the
Company during the five year period
immediately preceding such termination, for
any reason except good cause (hereafter
defined) and except upon such Participant s
death, total disability or retirement in
accordance with Company policies, each Stock
Option held by such Participant (which has not
previously lapsed or terminated and which has
been held by such Participant for more than
six months prior to such termination) shall
immediately become fully exercisable as to the
total number of shares of Common Stock subject
thereto (whether or not exercisable to that
extent at the time of such termination) and
shall remain so exercisable for a period of
three (3) months after such termination unless
such Stock Option expires earlier by its
terms. A termination for good cause shall be
deemed to have occurred only if the
Participant in question (i) is terminated by
written notice for dishonesty, because of his
conviction of a felony, or because of his
violation of any material provision of any
employment or other agreement with the Company
or any of its Subsidiaries, or (ii) shall
voluntarily resign or terminate his employment
with the Company or any of its Subsidiaries
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 any of its
Subsidiaries, or (iii) shall have committed an
act of dishonesty not discovered by the
Company or any of its Subsidiaries prior to
the cessation of his employment with the
Company or any of its Subsidiaries, 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 any of its
Subsidiaries, without the written consent of
the Company or any of its Subsidiaries, use
(except for the benefit of the Company or any
of its Subsidiaries) or disclose 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 any of its Subsidiaries 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 any of its Subsidiaries, without
the written consent of the Company or any of
its Subsidiaries, 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
any of its Subsidiaries, or (vi) shall cease
to be employed by the Company or any of its
Subsidiaries because of his inability to
continue as an employee under any law or
governmental regulation, including any Nevada
gaming law or regulation, or (vii) shall
voluntarily resign or terminate his employment
with the Company or any of its Subsidiaries
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.
3.8 Effect of Leaves of Absence
It shall not be considered a termination of employment
when a Participant is on military or sick leave or such
other type of leave of absence which is considered a
continuing intact the employment relationship of the
Participant with the Company or any of its Subsidiaries.
In case of such leave of absence, the employment
relationship shall be deemed to have continued until the
later of (i) the date when such leave shall have lasted
ninety days in duration, or (ii) the date as of which the
Participant s right to reemployment shall have no longer
been guaranteed either by statute or contract.
4. MISCELLANEOUS PROVISIONS
4.1 Adjustments Upon Changes in Capitalization
In the event of changes to the outstanding shares of
Common Stock of the Company through reorganization,
merger, consolidation, recapitalization,
reclassification, stock split-up, stock dividend, stock
consolidation or otherwise, or in the event of a sale of
all or substantially all of the assets of the Company, an
appropriate and proportionate adjustment shall be made in
the number and kind of shares as to which Stock Options
may be granted. A corresponding adjustment changing the
number or kind of shares and/or the purchase price per
share of unexercised Stock Options or portions thereof
which shall have been granted prior to any such change
shall likewise be made. Notwithstanding the foregoing, in
the case of a reorganization, merger or consolidation, or
sale of all or substantially all of the assets of the
Company, in lieu of adjustments as aforesaid, the
Committee may in is discretion accelerate the date after
which a Stock Option may or may not be exercised or the
stated expiration date thereof. Adjustments or changes
under this Section shall be made by the Committee, whose
determination as to what adjustments or changes shall be
made, and the extent thereof, shall be final, binding and
conclusive.
4.2 Non-Transferability
No Stock Option shall be transferable except by will or
the laws of descent and distribution, nor shall any Stock
Option be exercisable during the Participant s lifetime
by any person other than the Participant or his guardian
or legal representative.
4.3 Withholding
The Company s obligations under this Plan shall be
subject to applicable federal, state and local tax
withholding requirements. Federal, state and local
withholding tax due at the time of a grant or upon the
exercise of any Stock Option may, in the discretion of
the Committee, be paid in shares of Common Stock already
owned by the Participant or through the withholding of
shares otherwise issuable to such Participant, upon such
terms and conditions as the Committee shall determine. If
the Participant shall fail to pay, or make arrangements
satisfactory to the Committee for the payment, to the
Company of all such federal, state and local taxes
required to be withheld by the Company, then the Company
shall, to the extent permitted by law, have the right to
deduct from any payment of any kind otherwise due to such
Participant an amount equal to any federal, state or
local taxes of any kind required to be withheld by the
Company.
4.4 Compliance with Law and Approval of Regulatory
Bodies
No Stock Option shall be exercisable and no shares will
be delivered under the Plan except in compliance with all
applicable federal and state laws and regulations
including, without limitation, compliance with all
federal and state securities laws and withholding tax
requirements and with the rules of NYSE and of all other
domestic stock exchanges on which the Common Stock may be
listed. Any share certificate issued to evidence shares
for which a Stock Option is exercised may bear legends
and statements the Committee shall deem advisable to
assure compliance with federal and state laws and
regulations. No Stock Option shall be exercisable and no
shares will be delivered under the Plan, until the
Company has obtained consent or approval from regulatory
bodies, federal or state, having jurisdiction over such
matters as the Committee may deem advisable. In the case
of the exercise of a Stock Option by a person or estate
acquiring the right to exercise the Stock Option as a
result of the death of the Participant, the Committee may
require reasonable evidence as to the ownership of the
Stock Option and may require consents and releases of
taxing authorities that it may deem advisable.
4.5 No Right to Employment
Neither the adoption of the Plan nor its operation, nor
any document describing or referring to the Plan, or any
part thereof, nor the granting of any Stock Options
hereunder, shall confer upon any Participant under the
Plan any right to continue in the employ of the Company
or any Subsidiary, or shall in any way affect the right
and power of the Company or any Subsidiary to terminate
the employment of any Participant at any time with or
without assigning a reason therefor, to the same extent
as might have been done if the Plan had not been adopted.
4.6 Exclusions from Pension Computations
By acceptance of a grant of a Stock Option under the
Plan, the recipient shall be deemed to agree that any
income realized upon the receipt or exercise thereof or
upon the disposition of the shares received upon exercise
will not be taken into account as base remuneration ,
wages , salary or compensation in determining the
amount of any contribution to or payment or any other
benefit under any pension, retirement, incentive, profit-
sharing or deferred compensation plan of the Company or
any Subsidiary.
4.7 Abandonment of Options
A Participant may at any time abandon a Stock Option
prior to its expiration date. The abandonment shall be
evidenced in writing, in such form as the Committee may
from time to time prescribe. A Participant shall have no
further rights with respect to any Stock Option so
abandoned.
4.8 Severability
If any of the terms or provisions of the Plan conflict
with the requirements of Rule 16b-3, then such terms or
provisions shall be deemed inoperative to the extent they
so conflict with the requirements of Rule 16b-3.
4.9 Interpretation of the Plan
Headings are given to the Sections of the Plan solely as
a convenience to facilitate reference, such headings,
numbering and paragraphing shall not in any case be
deemed in any way material or relevant to the
construction of the Plan or any provision hereof. The use
of the masculine gender shall also include within its
meaning the feminine. The use of the singular shall also
include within its meaning the plural and vice versa.
4.10 Use of Proceeds
Funds received by the Company upon the exercise of Stock
Options shall be used for the general corporate purposes
of the Company.
4.11 Construction of Plan
The place of administration of the Plan shall be in the
State of Nevada, and the validity, construction,
interpretation, administration and effect of the Plan and
of its rules and regulations, and rights relating to the
Plan, shall be determined solely in accordance with the
laws of the State of Nevada.
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 report dated February 26, 1997 included or incorporated by
reference in Circus Circus Enterprises, Inc. s Annual Report on
Form 10-K for the year ended January 31, 1997 and to all references
to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
June 24, 1997
