<PAGE>
As filed with the Securities and Exchange Commission on June 16, 1995
Registration No. 33-
------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PLAYERS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 95-4175832
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification number)
3900 Paradise Road, Suite 135
Las Vegas, Nevada 89109
(702) 792-9998
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Peter J. Aranow
Executive Vice President,
Chief Financial Officer and
Secretary
Players International, Inc.
3900 Paradise Road, Suite 135
Las Vegas, Nevada 89109
(702) 792-9998
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Stephen M. Goodman, Esquire
Morgan, Lewis & Bockius
2000 One Logan Square
Philadelphia, Pennsylvania 19103
(215) 963-5000
<PAGE>
Approximate date of commencement of proposed sale to the public: As soon
as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. /X/
CALCULATION OF ADDITIONAL REGISTRATION FEE
- --------------------------------------------------------------------------------
Proposed Proposed
Title of Additional Maximum Aggregate Amount of Maximum
Class of Securities Amount to be Offering Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee
- ------------------- ------------ -------------- ---------- ------------
Common Stock, $.005
par value.......... 193,452 $20.50 $3,965,766 $1,367.50
- --------------------------------------------------------------------------------
(1) Based on the closing price of the Company's Common Stock on the Nasdaq
National Market on June 14, 1995.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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<PAGE>
PROSPECTUS
June , 1994
-- 193,452 Shares
PLAYERS INTERNATIONAL, INC.
Common Stock
The shares of Common Stock offered hereby are being sold by a certain
stockholder (the "Selling Stockholder") of Players International, Inc. (the
"Company"). See Selling Stockholder." The Company will not receive any of the
proceeds from the sale of such shares. In connection with this offering, the
Company will bear expenses estimated at $18,000.
The Selling Stockholder may sell the shares being offered hereby from time
to time for a period of up to 60 days from the date of this Prospectus (or such
shorter period if all such shares are sold) in ordinary brokerage transactions,
in transactions in which brokers solicit purchasers and to or through
marketmakers on the Nasdaq National Market or in privately negotiated direct
sales or sales effected through agents not involving marketmakers or established
trading markets. The shares may be sold at prices and at terms then prevailing
or at prices related to the then current market price of the Company's Common
Stock on the Nasdaq National Market or at other negotiated prices.
Broker-dealers through whom sales of such shares are effected pursuant to this
Prospectus may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholder and/or the purchaser of
the shares for whom it may act as agent. With respect to any shares sold
pursuant to this Prospectus, the Selling Stockholder and/or any broker-dealer
effecting sales may be deemed to be an "underwriter" within the meaning of
Section 2(11) of the Securities Act of 1933, as amended (the "Act") and any
commissions received by the broker-dealer may be deemed to be underwriting
discounts and commissions under the Act. The Company has agreed to indemnify
the Selling Stockholder's broker-dealer in connection with sales effected in
accordance with the plan of distribution set forth in this paragraph.
The Common Stock is traded on the Nasdaq National Market under the symbol
"PLAY." On June 15, 1994, the last reported sales price for the Common Stock was
$20.50 per share.
--------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
--------------------------
NEITHER THE LOUISIANA RIVERBOAT GAMING COMMISSION, THE RIVERBOAT GAMING
ENFORCEMENT DIVISION OF THE LOUISIANA STATE POLICE, THE ILLINOIS GAMING BOARD,
THE NEVADA GAMING CONTROL BOARD, THE NEVADA GAMING COMMISSION NOR ANY OTHER
GAMING AUTHORITY HAS PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS OR
THE INVESTMENT MERITS OF THE SECURITIES OFFERED HEREBY.
<PAGE>
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company incorporates herein by reference, the following documents
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Exchange Act of 1934 (the "Exchange Act"):
(a) The Company's Annual Report on Form 10-K for the year ended March 31,
1994, and the Company's Quarterly Reports on Form 10-Q for the periods ended
June 30, 1994, September 30, 1994 and December 31, 1994;
(b) The description of the Company's Common Stock contained in the
Company's General Form for Registration of Securities (Form 10) dated August 13,
1986, File No. 0-14897, filed by the Company to register such securities under
the Exchange Act, including all amendments and reports filed for the purpose of
updating such description prior to the termination of this offering;
(c) The information under the caption entitled, "Certain Transactions"
on pages 13-16 of the Company's Proxy Statement dated August 30, 1994 relating
to its 1994 Annual Meeting of Stockholders;
(d) The Company's Current Reports on Form 8-K dated June 16, 1994
(concerning the Mesquite, Nevada Project), July 19, 1994 (concerning authorized
Common Stock repurchases), December 31, 1994 (concerning a change in auditors);
and March 31, 1995 (concerning the acquisition of the Showboat Star Partnership
and the closing under a Rule 144A offering of 10 7/8% Senior Notes due 2005);
and
(e) The sections of the Company's Registration Statement on Form S-4
(File No. 33-60085) entitled "Summary," "Risk Factors," "Capitalization,"
"Selected Consolidated Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations," "Business," "Regulatory
Matters," and "Management."
(f) All documents and reports subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Prospectus and prior to termination of this offering, shall be deemed to be
incorporated by reference in this Prospectus and to be a part hereof from the
date of filing of such documents or reports.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.
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<PAGE>
Any such statement so modified or superseded, except as so modified or
superseded, shall not be deemed to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy of
this Prospectus has been delivered, on the written or oral request of such
person, a copy of any or all of the documents incorporated herein by reference,
other than exhibits to such documents unless they are specifically incorporated
by reference into such documents. Requests for such copies should be directed
to: Peter J. Aranow, Executive Vice President, Chief Financial Officer and
Secretary, Players International, Inc., 800 Bilbo Street, Lake Charles,
Louisiana 70601.
SELLING STOCKHOLDER
The following table lists the Selling Stockholder, the Selling
Stockholder's number of shares of Common Stock owned beneficially at the
commencement of this offering, number of shares being offered for sale and the
number of shares to be owned beneficially after the offering.
Common Stock Post-Offering
Beneficially ------------------------
Owned at Shares Common Stock
Commencement Being Beneficially Percent
Selling Stockholder of Offering Offered Owned of Class
- ------------------- ------------ ------- ------------ --------
Gem Mesquite, Ltd. (1) 455,952(2) 193,452 262,500 (3)
(1) Gem Mesquite, Ltd. has no affiliation with the Company and received the
securities offered hereby in connection with the Company's June 1994
acquisition of real property interests in Mesquite, Nevada in furtherance
of the Company's development of the Players Island Resort Casino and Spa.
(2) Includes 75,000 shares of Common Stock subject to warrants currently
exercisable or exercisable within 60 days of the date of this Prospectus.
Such warrants are owned by an affiliate of Gem Mesquite, Ltd., Gem Gaming,
Inc.
(3) Less than one percent.
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<PAGE>
LEGAL OPINIONS
Morgan, Lewis & Bockius, Philadelphia, Pennsylvania, has rendered an
opinion that the shares of Common Stock offered hereby are legally issued, fully
paid and non-assessable.
EXPERTS
The financial statements and schedules of the Company as and for the years
ended March 31, 1992, 1993 and 1994 included or incorporated by reference in
this Prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Exchange
Act, and in accordance therewith files reports, proxy statements and other
information with the Commission. The reports, proxy statements and other
information filed by the Company with the Commission can be inspected and copied
at the public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's Regional Offices
at 75 Park Place, Room 1400, New York, New York 10007; Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661; and Suite 500
East, 5757 Wilshire Boulevard, Los Angeles, California 90036. Copies of such
material also can be obtained from the Public Reference Section of the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.
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<PAGE>
TABLE OF CONTENTS
Incorporation of Certain
Documents by Reference. . . . . . . . . . . . . . . . . . 2
Selling Stockholder. . . . . . . . . . . . . . . . . . . . . . 3
Legal Opinions . . . . . . . . . . . . . . . . . . . . . . . . 4
Experts. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Available Information. . . . . . . . . . . . . . . . . . . . . 4
No dealer, salesman or other person
has been authorized to give any
information or to make any
representations, other than those
herein, in connection with this
offering and, if given or made, such
information or representations must
not be relied upon as having been
authorized by the Company or the
Selling Stockholder. This Prospectus
does not constitute an offer to sell,
or a solicitation of an offer to buy,
any of these securities in any
jurisdiction to any person to whom it
is unlawful to make such offer or
solicitation in such jurisdiction.
The delivery of this Prospectus at
any time does not imply that the
information contained herein is
correct as of any time subsequent to
its date.
193,452 SHARES
PLAYERS INTERNATIONAL, INC.
COMMON STOCK
PROSPECTUS
June , 1994
--
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution
The following table sets forth the costs and expenses of the sale and
distribution of the securities being registered, all of which are being borne by
the Company.
Securities and Exchange Commission filing fee. . . . . . . . . . $ 1,367
Legal fees and expenses. . . . . . . . . . . . . . . . . . . . . 10,000
Miscellaneous. . . . . . . . . . . . . . . . . . . . . . . . . . 6,633
---------
Total. . . . . . . . . . . . . . . . . . . . . . . . . . . $ 18,000
=========
All of the amounts shown are estimates except for the fees payable to the
Securities and Exchange Commission.
ITEM 15. Indemnification of Directors and Officers
For information regarding provisions under which a director or officer of
the Company may be insured or indemnified in any manner against liability which
he may incur in his capacity as such, reference is made to Section 78.751 of the
Nevada General Corporation Law, as amended, which provides in its entirety as
follows:
"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of the fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys' fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, has no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had reasonable cause to believe that his conduct was unlawful.
II-1
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2. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the corporation to procure a judgment in its favor by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court in which the action or suit was
brought or other court of competent jurisdiction determines upon application
that in view of all the circumstances of the case, the person is fairly and
reasonably entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections 1 and 2, or in defense of
any claim, issue or matter therein, he must be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered by a
court or advanced pursuant to subsection 5, must be made by the corporation only
as authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances. The
determination must be made:
(a) By the stockholders;
(b) By the board of directors, by majority vote of a quorum
consisting of directors who were not parties to the act, suit or proceeding;
(c) If a majority vote of a quorum consisting of directors who were
not parties to the act, suit or proceeding so orders, by independent legal
counsel in a written opinion; or
(d) If a quorum consisting of directors who were not parties to the
act, suit or proceeding cannot be obtained, by independent legal counsel in a
written opinion.
5. The certificate or articles of incorporation, the bylaws or an
agreement made by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal action, suit or proceeding
must be paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an
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<PAGE>
undertaking by or on behalf of the director or officer to repay the amount if it
is ultimately determined by a court of competent jurisdiction that he is not
entitled to be indemnified by the corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to which
corporate personnel other than directors or officers may be entitled under any
contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or
ordered by a court pursuant to this section:
(a) Does not exclude any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the certificate
or articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to subsection 2 or for the
advancement of expenses made pursuant to subsection 5, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
(b) Continues for a person who has ceased to be a director,
officer, employee or agent and inures to the benefit of the heirs, executors and
administrators of such a person."
Article IX of the Company's By-laws provides:
"Section 1--Right to Indemnification:
Each Indemnitee (as defined below) shall be indemnified and held harmless
by the Corporation for all actions taken by him and for all failures to take
action (regardless of the date of any such action or failure to take action) to
the fullest extent permitted by the Nevada General Corporation Law, as the same
exists or may hereafter be amended (but, in the case of any such amendment, the
rights of indemnification provided hereby shall continue as theretofore to the
maximum extent permitted by law notwithstanding such amendment unless such
amendment permits the Corporation to provide broader indemnification rights than
the law permitted the Corporation to provide prior to such amendment), against
all expense, liability and loss (including attorneys' fees, judgments, fines,
Employee Retirement Income Security Act excise taxes or penalties and amounts
paid or to be paid in settlement) actually and reasonably incurred or suffered
by the Indemnitee in connection with any proceeding (as defined below). The
right to indemnification conferred in this Article shall be a contract right and
shall include the right to be paid by the Corporation the expenses incurred by
an Indemnitee in defending a civil or criminal action, suit or proceeding as
they are incurred and in advance of the final disposition of such action, suit
or proceeding; provided, however, that, if the Nevada General Corporation Law
continues so to require, the payment of such expenses incurred by an Indemnitee
in advance
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<PAGE>
of the final disposition of such action, suit or proceeding, shall be made only
upon delivery to the Corporation of an undertaking, by or on behalf of such
Indemnitee, to repay all amounts so advanced if it shall ultimately be
determined by a court of competent jurisdiction that such Indemnitee is not
entitled to be indemnified by the Corporation under this Article or otherwise.
(ii) Indemnification pursuant to this Section shall continue as to
an Indemnitee who has ceased to be a director or officer and shall inure to the
benefit of his or her heirs, executors and administrators.
(iii) For purpose of this Article, (A), "Indemnitee" shall mean each
director or officer of the Corporation who was or is a party or is threatened to
be made a party to any Proceeding, by reason of the fact that he is or was a
director or officer of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, including
service with respect to employee benefit plans; and (B) "Proceeding" shall mean
any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.
Section 2--Indemnification of Employees and Agents:
The Corporation may, by action of its Board of Directors, provide
indemnification to employees and agents of the Corporation with the same scope
and effect as of the foregoing indemnification of directors and officers.
Section 3--Non-Exclusivity of Rights:
The rights to indemnification and to the advancement of expenses provided
in this Article shall not be exclusive of any other rights that any person may
have or hereafter acquire under any statute, provision of the Articles of
Incorporation or Bylaws, agreement, vote of stockholders or disinterested
directors or otherwise for either an action in his official capacity or an
action in another capacity while holding his office; provided, however, that if
the Nevada General Corporation Law so requires, indemnification, unless ordered
by a court (with respect to a proceeding by or in the right of the Corporation)
or for the advancement of expenses as set forth in Section 1 above, may not be
made to or on behalf of any director or officer if a final adjudication
establishes that his acts or omissions involved intentional misconduct, fraud or
a knowing violation of the law and was material to the cause of action.
Section 4--Insurance:
The Corporation may purchase and maintain insurance or make any other
financial arrangements permitted by applicable law on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is or
was serving at the request of the
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Corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise for any liability asserted
against him and liability and expenses incurred by him in his capacity as a
director, officer, employee or agent, or arising out of his status as such,
whether or not the Corporation has the authority to indemnify him against such
liability and expenses."
The Company has purchased directors' and officers' liability insurance.
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<PAGE>
ITEM 16. Exhibits
Exhibit Index
Exhibit
Number Description
- ------- -----------
*3.1 Articles of Incorporation of Players International, Inc.
4 Stock Certificate (filed as an exhibit to the Company's Registration
Statement on Form S-3, filed on July 27, 1994).
*5 Opinion and Consent of Morgan, Lewis & Bockius.
10.1 [Intentionally Omitted]
10.2 The Company's 1985 Incentive Stock Option Plan (filed as an exhibit
to the Company's Registration Statement on Form 10 filed on
August 13, 1986, File No. 0-14897, as amended on Form 8 filed
October 17, 1987).
10.3 Amendment No. 1 to the Company's 1985 Incentive Stock Option Plan
(filed as an exhibit to the Company's Annual Report on Form 10-K for
the fiscal year ended March 31, 1988).
10.4 The Company's 1990 Incentive Stock Option and Non-Qualified Option
Plan, as amended (filed as an exhibit to the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 1991).
10.5 The Company's 1993 Stock Incentive Plan (filed as an exhibit to the
Company's Registration Statement on Form S-3, File No. 33-61026).
10.6 [Intentionally Omitted]
10.7 Loan Agreement dated March 26, 1992 between the Company and
Mercedes-Benz Credit Corporation (filed as an exhibit to the
Company's Annual Report on Form 10-K for the fiscal year ended March
31, 1992).
10.8 [Intentionally Omitted]
10.9 Form of Registration Right Agreement dated as of June 23, 1992 by
and among the Company, Southern Illinois Riverboat Casino Cruises,
Inc., and the
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<PAGE>
purchasers named therein (filed as an exhibit to the Company's
Registration Statement on Form S-3, File No. 33-61026).
10.10 [Intentionally Omitted]
10.11 Forms of Series A, B and C warrants issued to Jebaco, Inc. (filed as
an exhibit to the Company's Registration Statement on Form S-3, File
No. 33-61026).
10.12 Form of Registration Rights Agreement with Jebaco, Inc. (filed as an
exhibit to the Company's Registration Statement on Form S-3, File
No. 33-61026).
10.13 Option Agreement dated December 24, 1991 by and among The Beeber
Corporation and Elisabeth S. Woodward and Jebaco, Inc. with respect
to the Downtowner Hotel (filed as an exhibit to the Company's
Registration Statement on Form S-2, File No. 33-61026).
10.14 Amendment to Option Agreement dated March 9, 1993 by and among The
Beeber Corporation and Elisabeth S. Woodward and Players Lake
Charles, Inc., a subsidiary of the Company, with respect to the
Downtowner Hotel (filed as an exhibit to the Company's Registration
Statement o Form S-3, File No. 33-61026).
10.15 License and Services Agreement dated December 8, 1992 by and among
The Griffin Group, Inc., the Company and Southern Illinois Riverboat
Casino Cruises, Inc., as amended (filed as an exhibit to the
Company's Registration Statement on Form S-3, File No. 33-61026).
10.16 Agreement dated April 20, 1993 with B.B. Riverboat, Inc. (filed as
an exhibit to the Company's Registration Statement on Form S-3, File
No. 33-61026).
10.17 Joint Venture Agreement dated May 1993 between Amerihost and a
subsidiary of the Company with respect to the construction of a
hotel in Metropolis, Illinois (filed as an exhibit to the Company's
Registration Statement on Form S-3, File No. 33-61026).
10.18 Form of Employment Agreement with Howard A. Goldberg dated May 19,
1993 (filed as an exhibit to the Company's Registration Statement on
Form S-3, File 33-61026).
10.19 Employment Agreement with Peter J. Aranow effective May 26, 1993
(filed as an exhibit to the Company's Registration Statement on Form
S-3, File No. 33-61026).
II-7
<PAGE>
10.20 [Intentionally Omitted]
10.21 [Intentionally Omitted]
10.22 Lease dated March 19, 1993 by and among the Beeber Corporation and
Players Lake Charles, Inc., a subsidiary of the Company (filed as an
exhibit to the Company's Registration Statement on Form S-3 filed on
February 4, 1994, as amended by Form S-3, File No. 33-75006).
10.23 Option Agreement dated July 15, 1993 by and between Evansville
Federal Savings Bank and the Company (filed as an exhibit to the
Company's Registration Statement on Form S-3 filed on February 4,
1994, as amended by Form S-3, File No. 33-75006).
10.24 Option Agreement dated July 30, 1993 by and between Earl Harp and
the Company (filed as an exhibit to the Company's Registration
Statement on Form S-3 filed on February 4, 1994, as amended by Form
S-3, File No. 33-75006).
10.25 Agreement dated October 15, 1993 by and between Carnival Casino
Corporation and the Company (filed as an exhibit to the Company's
Registration Statement on Form S-3 filed on February 4, 1994, as
amended by Form S-3, File No. 33-75006).
10.26 Agreement dated December 30, 1993 by and between the Company and Roy
W. Fischer (filed as an exhibit to the Company's Registration
Statement on Form S-3 filed on February 4, 1994, as amended by Form
S-3 File No. 33-75006).
10.27 Preferred Mortgage dated April 13, 1993 by SIRCC in favor of
Mercedes-Benz Credit Corporation (filed as an exhibit to the
Company's Registration Statement on Form S-3 filed on February 16,
1994, File No. 33-74006).
10.28 Promissory Note dated April 14, 1993 by SIRCC in favor of Mercedes-
Benz Credit Corporation (filed as an exhibit to the Company's
Registration Statement on Form S-3 filed on February 16, 1994, File
No. 33-75006).
10.29 Continuing Guaranty of the Company to Mercedes-Benz Credit
Corporation dated March 26, 1992, as amended (filed as an exhibit to
the Company's Registration Statement on Form S-3 filed on February
16, 1994, File No. 33-75006).
10.30 Building Loan Note dated March 26, 1992 by SIRCC in favor of
Mercedes-Benz Credit Corporation (filed as an exhibit to the
Company's Registration Statement on Form S-3 filed on February 16,
1994, File No. 33-75006).
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<PAGE>
10.31 Agreement of Purchase and Sale dated June 16, 1994, between Gem
Mesquite, Ltd. and Players Nevada, Inc., a subsidiary of the Company
(including form of letter Agreement from the Company to Gem
Mesquite, Ltd. relating to registration rights) (filed as an exhibit
to the Company's Current Report on Form 8-K filed on June 24, 1994).
10.32 Transfer of Data Agreement dated June 16, 1994, between Gem Gaming,
Inc. and Players Nevada, Inc. (including form of Promissory Note).
(filed as an exhibit to the Company's Current Report on Form 8-K
filed on June 24, 1994).
10.33 Development Consulting Agreement dated June 16, 1994, between Gem
Gaming, Inc. and Players Nevada, Inc. (including form of 1994 Series
G Warrant) (filed as an exhibit to the Company's Current Report on
Form 8-K filed on June 24, 1994).
10.34 Option Transfer Agreement dated June 16, 1994, between Gem Gaming,
Inc. Gem Mesquite, Ltd. and Players Nevada, Inc. (filed as an
exhibit to the Company's Current Report on Form 8-K filed on June
24, 1994).
*10.35 Players International, Inc. 1994 Directors Stock Incentive Plan, as
adopted April 14, 1994, and as amended July 14, 1994.
*10.36 Commitment Letter among Players International, Inc. and certain of
its subsidiaries. First Interstate Bank and certain other financial
institutions.
*21 Subsidiaries of Players International, Inc.
*23.1 Consent of Morgan, Lewis & Bockius (included in Exhibit 5).
*23.2 Consent of Arthur Andersen LLP
24 Powers of Attorney (included on pages II-11 and II-12).
- --------------------
*To be filed by amendment.
ITEM 17. Undertakings
The undersigned registrant hereby undertakes:
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
II-9
<PAGE>
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.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus 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.
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 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 the
be the initial bona fide offering thereof.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration statement (or the
most recent post-effective amendment
II-10
<PAGE>
thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the registration
statement or any material change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
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.
II-11
<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-3 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 June 14, 1995.
PLAYERS INTERNATIONAL, INC.
By:/s/ Edward Fishman
----------------------------
Edward Fishman,
Chairman of the Board
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Howard Goldberg, Edward Fishman and Peter J.
Aranow, his true and lawful attorneys-in-fact and agents, 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 Registration Statements filed by Players
International, Inc., a Nevada corporation, in which the undersigned holds
offices, and any amendments to the Registration Statement, and to file any and
all of the same, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents or any of them full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and
about the premises, as fully to all intents and purposes as he might or could do
in person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or their 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 Capacity Date
--------- -------- ----
/s/ Edward Fishman Chairman, Chief Executive June 14, 1995
- ------------------------- Officer and Director
Edward Fishman (Principal Executive Officer)
II-12
<PAGE>
Signature Capacity Date
--------- -------- ----
/s/ David Fishman Vice Chairman and Director June 14, 1995
- -------------------------
David Fishman
- ------------------------- Director
Marshall Geller
/s/ Howard Goldberg Director June 14, 1995
- -------------------------
Howard Goldberg
- ------------------------- Director
Lee Seidler
/s/ Thomas E. Gallagher Director June 14, 1995
- -------------------------
Thomas E. Gallagher
/s/ Steven P. Perskie Director June 14, 1995
- -------------------------
Steven P. Perskie
/s/ Peter J. Aranow Chief Financial Officer June 14, 1995
- ------------------------- (Principal Financial Officer)
Peter J. Aranow
/s/ Stephen Radusch Controller (Principal June 14, 1995
- ------------------------- Accounting Officer)
Stephen Radusch
II-13
