<PAGE>
As filed with the Securities and Exchange Commission on
October 4, 2000.
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
--------------------------
MANDALAY RESORT GROUP
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(Exact name of issuer as specified in its charter)
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<S> <C>
NEVADA 88-0121916
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(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
3950 LAS VEGAS BOULEVARD SOUTH, LAS VEGAS, NEVADA 89119
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(Address of Principal Executive Offices) (Zip Code)
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2000 STOCK INCENTIVE 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
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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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, 3,500,000 $25.59375 $89,578,125.00 $23,648.63
$.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 October 2, 2000.
(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 2000 Stock
Incentive 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, 2000;
(b) the registrant's Quarterly Reports on Form 10-Q for
the fiscal quarters ended April 30, 2000 and July 31, 2000;
(c) the registrant's Current Reports on Form 8-K dated
July 19, 2000 and August 9, 2000;
(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.
------ -------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
------ --------------------------------------
Not applicable.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
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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 2000 Stock Incentive Plan (the "Plan")
provides that no member of the committee which administers the Plan 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 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.
The registrant maintains liability insurance 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 generally covers liabilities
arising under the federal securities laws, other than specified exclusions such
as any payment for a loss arising out of a deliberate criminal or deliberate
fraudulent act by the insured.
II-2
<PAGE>
Item 7. Exemption from Registration Claimed.
------ -----------------------------------
Not Applicable.
Item 8. Exhibits.
------ --------
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). 2000 Stock Incentive Plan.
23 Consent of Arthur Andersen LLP.
24 Power of Attorney (included on page II-6 of this registration
statement).
Item 9. Undertakings.
------ ------------
The undersigned registrant hereby undertakes:
II-3
<PAGE>
(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.
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
II-4
<PAGE>
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, there unto
duly authorized, in the City of Las Vegas, State of Nevada, on the 2nd day of
October 2000.
MANDALAY RESORT GROUP
By:/s/ 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 W.
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
--------- ----- ----
/s/ Michael S. Ensign
_________________________ Chairman of the Board October 2, 2000
Michael S. Ensign and Chief Executive
Officer (Principal
Executive Officer)
II-6
<PAGE>
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<CAPTION>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/William A. Richardson Vice Chairman of the Board October 2, 2000
__________________________
William A. Richardson
/s/Glenn W. Schaeffer
__________________________ President, Chief Financial October 2, 2000
Glenn W. Schaeffer Officer, Treasurer and Director
(Principal Financial Officer)
/s/Les Martin
__________________________ Vice President and October 2, 2000
Les Martin Chief Accounting Officer
(Principal Accounting Officer)
/s/William E. Bannen Director October 2, 2000
__________________________
William E. Bannen
Director October , 2000
__________________________
Arthur H. Bilger
/s/Michael D. McKee Director October 2, 2000
__________________________
Michael D. McKee
/s/Rose McKinney-James Director October 2, 2000
__________________________
Rose McKinney-James
/s/Donna B. More Director October 2, 2000
__________________________
Donna B. More
</TABLE>
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