<PAGE>
As filed with the Securities and Exchange Commission on
December 29, 1999.
Registration Statement No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MANDALAY RESORT GROUP
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(Exact name of issuer as specified in its charter)
NEVADA 88-0121916
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3950 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89119
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(Address of Principal Executive Offices) (Zip Code)
1999 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
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(Full Title of the Plan)
Yvette E. Landau, General Counsel
Mandalay Resort Group
3950 Las Vegas Boulevard South
Las Vegas, NV 89119
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(Name and address of agent for service)
(702) 632-6700
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(Telephone number, including area code, of agent for service)
Copies to:
Howell J. Reeves, Esquire
Wolf, Block, Schorr and Solis-Cohen LLP
1650 Arch Street - 22nd Floor
Philadelphia, PA 19103
(215) 977-2000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount Offering Price Aggregate Registration
to be Registered to be Registered Per Share (1) Offering Price (1) Fee (1)
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<S> <C> <C> <C> <C>
Common Stock, 100,000 $ 21.375 $2,137,500 $ 564.30
$.01-2/3 Par Value Shares (2)
(including associated common
stock purchase rights)
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</TABLE>
(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the high and low prices of the Common Stock on the New York
Stock Exchange Composite Tape on December 27, 1999.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares and associated common stock
purchase rights as may hereinafter be offered or issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions effected
without the receipt of consideration.
<PAGE>
PART I
A prospectus setting forth the information required by Part I of Form S-8
will be sent or given to participants in Mandalay Resort Group's 1999 Non-
Employee Directors Stock Option Plan as specified by Rule 428(b)(1)(i) under the
Securities Act of 1933.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents filed with the Commission by the registrant
(which filed such documents under its previous corporate name, "Circus Circus
Enterprises, Inc.," until it changed its corporate name to Mandalay Resort Group
on June 18, 1999) are incorporated by reference in this registration statement:
(a) the registrant's Annual Report on Form 10-K for the fiscal year
ended January 31, 1999;
(b) the registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended April 30, 1999, July 31, 1999 and October 31, 1999, respectively;
(c) the registrant's Current Report on Form 8-K dated June 18, 1999;
(d) the description of the registrant's common stock contained in its
Form 8-A Registration Statement declared effective by the Commission on October
25, 1983, and any amendments or reports filed for the purpose of updating such
description;
(e) the description of the registrant's common stock purchase rights
contained in its Form 8-A Registration Statement declared effective by the
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 registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all securities
offered hereby then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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II-1
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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
registrant's Restated Articles of Incorporation provides that no director or
officer of the registrant shall be personally liable to the registrant 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 registrant's Restated Bylaws provides
for mandatory indemnification of directors and officers to the fullest extent
now or hereafter permitted by law.
The registrant's 1999 Non-Employee Directors Stock Option Plan (the
"Plan") provides that 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 that the registrant shall indemnify and hold
harmless each member of the committee and the board of directors against any
cost or expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the board of directors) 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.
The registrant 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 registrant all covered losses for
which the registrant 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
II-2
<PAGE>
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 registrant
under Section 16(b) of the Securities Exchange Act of 1934 or a similar state
law.
Item 7. Exemption from Registration Claimed.
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Not Applicable.
Item 8. Exhibits.
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4(a). Restated Articles of Incorporation of the registrant and Certificate of
Amendment thereto. (Incorporated by reference to Exhibit 3(a) to the
registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1991.)
4(b). Certificate of Division of Shares into Smaller Denominations, dated
June 20, 1991. (Incorporated by reference to Exhibit 3(b) to the
registrant's Annual Report on Form 10-K for the fiscal year ended
January 31, 1992.)
4(c). Certificate of Division of Shares into Smaller Denominations, dated
June 22, 1993. (Incorporated by reference to Exhibit 3(i) to the
registrant's Current Report on Form 8-K dated July 21, 1993.)
4(d). Certificate of Amendment of Restated Articles of Incorporation
(Incorporated by reference to Exhibit 3(i) to the registrant's Current
Report on Form 8-K dated June 18, 1999.
4(e). Restated Bylaws of the registrant. (Incorporated by reference to
Exhibit 3(ii) to the registrant's Annual Report on Form 10-K for the
fiscal year ended January 31, 1999.)
4(f). Rights Agreement dated as of July 14, 1994, between the registrant and
First Chicago Trust Company of New York. (Incorporated by reference to
Exhibit 4 to the registrant's Current Report on Form 8-K dated August
15, 1994.)
4(g). Amendment to Rights Agreement effective as of April 16, 1996, between
the registrant and First Chicago Trust Company of New York.
(Incorporated by reference to Exhibit 4(a) to the registrant's
Quarterly Report on Form 10-Q for the quarterly period ended July 31,
1996.)
4(h). 1999 Non-Employee Directors Stock Option Plan. (Incorporated by
reference to Exhibit 10(i) to the registrant's Annual Report on Form
10-K for the fiscal year ended January 31, 1999.)
23 Consent of Arthur Andersen LLP
II-3
<PAGE>
24 Power of Attorney (included on page II-6 of this registration
statement).
Item 9. Undertakings.
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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
- -------- -------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission 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.
II-4
<PAGE>
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
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 registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Las Vegas, State of Nevada, on the 28th day of
December, 1999.
MANDALAY RESORT GROUP
By: Michael S. Ensign
-------------------------------------
Michael S. Ensign, 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 Michael S. Ensign and Glenn Schaeffer,
and each of them, his or her true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all 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 or she 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
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
Michael S. Ensign Chairman of the Board December 28, 1999
- -------------------------- and Chief Executive
Michael S. Ensign Officer (Principal
Executive Officer)
II-6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Signature Title Date
- --------- ----- ----
William A. Richardson Vice Chairman of the Board December 28, 1999
- --------------------------
William A. Richardson
Glenn W. Schaeffer President, Chief Financial December 28, 1999
- -------------------------- Officer, Treasurer and Director
Glenn W. Schaeffer (Principal Financial Officer)
Les Martin Vice President and December 28, 1999
- -------------------------- Chief Accounting Officer
Les Martin (Principal Accounting Officer)
William E. Bannen Director December 28, 1999
- --------------------------
William E. Bannen, M.D.
Arthur H. Bilger Director December 28, 1999
- --------------------------
Arthur H. Bilger
Michael D. McKee Director December 28, 1999
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Michael D. McKee
Rose McKinney-James Director December 28, 1999
- --------------------------
Rose McKinney-James
Donna B. More Director December 28, 1999
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Donna B. More
</TABLE>
II-7
<PAGE>
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 22, 1999 included or incorporated by reference in the Annual
Report of Mandalay Resort Group (formerly Circus Circus Enterprises, Inc.) on
Form 10-K for the year ended January 31, 1999 and to all references to our Firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
December 29, 1999
