As filed with the Securities and Exchange Commission on March 10, 1997
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
---------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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PLAYERS INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Nevada 95-41745832
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1300 Atlantic Ave., Suite 800
Atlantic City, New Jersey 08402
(Address of principal executive offices) (Zip Code)
PLAYERS INTERNATIONAL, INC. DAVID FISHMAN 1993 STOCK OPTION PLAN
PLAYERS INTERNATIONAL, INC. DAVID FISHMAN RETIREMENT AGREEMENT
STOCK ELECTION PLAN
PLAYERS INTERNATIONAL, INC. EDWARD FISHMAN RETIREMENT AGREEMENT
STOCK ELECTION PLAN
(Full title of the plans)
Howard Goldberg
President and Chief Executive Officer
Players International, Inc.
1300 Atlantic Avenue, Suite 800
Atlantic City, NJ 08402
(Name and address of agent for service)
(609) 449-7777
(Telephone number, including area code, of agent for service)
---------------
Copy of all communications to:
Stephen M. Goodman
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, PA 19103-6993
(215) 963-5000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate Amount of
to be registered registered per share offering price registration fee
- ------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.005 105,000 6.25(3) 656,250(3) $ 199
par value (1)
- ------------------------------------------------------------------------------------------------
Common Stock, $.005 571,429(4) 5.25(5) 3,000,002(4) $ 909
par value (2)
- ------------------------------------------------------------------------------------------------
Total $1108
================================================================================================
</TABLE>
(1) Represents Common Stock issuable upon exercise of options granted pursuant
to the Players International, Inc. David Fishman 1993 Stock Option Plan.
(2) Represents Common Stock issuable upon exercise of options granted pursuant
to the Players International, Inc. David Fishman Retirement Agreement Stock
Election Plan and the Players International, Inc. Edward Fishman Retirement
Agreement Stock Election Plan.
(3) Calculated pursuant to paragraph (h) of Rule 457 based upon the price at
which the options may be exercised.
(4) Plus such indeterminate number of additional shares as may be issuable at
prices prevailing below $5.25 per share after the date hereof. This results
from the fact that the Registrant, under certain circumstances, is
obligated to issue up to $3 million in its Common Stock at fair market
value prices prior to the date of issuance.
(5) Estimated pursuant to paragraph (c) of Rule 457 solely for the purpose
of calculating the registration fee, based upon the closing quotation
for the Common Stock on March 4, 1997 on the Nasdaq National Market as
reported in The Wall Street Journal on March 5, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement relates to the Players International, Inc.
David Fishman 1993 Stock Option Plan, The Players International, Inc. David
Fishman Retirement Agreement Stock Election Plan, and The Players International,
Inc. Edward Fishman Retirement Agreement Stock Election Plan.
Item 3. Incorporation of Documents by Reference.
The following documents filed by Players International, Inc. (the
"Company") with the Securities and Exchange Commission (the "Commission"), are
incorporated by reference in this Registration Statement:
(a) Annual Report on Form 10-K, for the Fiscal Year Ended March 31, 1996
filed with the Commission on July 1, 1996;
(b) Amendment to Annual Report on Form 10-K/A for the Fiscal Year Ended
March 31, 1996, filed with the Commission on July 29, 1996;
(c) Quarterly Report on Form 10-Q, for the Quarter Ended June 30, 1996
filed with the Commission on August 12, 1996;
(d) Current Report on Form 8-K filed with the Commission on September 19,
1996;
(e) Quarterly Report on Form 10-Q for the Quarter Ended September 30,
1996, filed with the Commission on November 14, 1996;
(f) Current Report on Form 8-K filed with the Commission on February 3,
1997;
(g) Quarterly Report on Form 10-Q for the Quarter Ended December 31, 1996,
filed with the Commission pursuant to Rule 12b-25 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), on February 18,
1997;
(h) Current Report on Form 8-K filed with the Commission on March 6, 1997;
and
(i) Description of the Company's Common Stock on Form 10, as amended from
time to time.
All reports and other documents subsequently filed by the Company with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act
after the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement. Each document
incorporated by reference into this Registration Statement shall be deemed to be
a part of this Registration Statement, from the date of the filing of such
document with the Commission until the information contained therein is
superseded or updated by any subsequently filed document which is incorporated
by reference into the Registration Statement.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes hereof to the extent
that a statement contained herein (or in any other subsequently filed document
that is also incorporated by reference herein) modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part hereof.
Item 4. Description of Securities.
Not Applicable.
-2-
<PAGE>
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. 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 attorney's 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, our 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.
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 the 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.
-3-
<PAGE>
5. The 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 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 rights to which a person seeking
indemnification oradvancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholder or 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 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.
-4-
<PAGE>
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 By-laws, 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 in 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 Company 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 Company 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 Company has the authority to indemnify him against
such liability and expenses."
The Company has purchased directors' and officers' liability insurance.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
Exhibit No. Description
- ----------- -----------
4.1 Articles of Incorporation of the Company, as amended (Filed
as an exhibit to the Company's Registration Statement on Form
S-4, File No. 33-60085, and incorporated herein by reference.
4.2 By-Laws of the Company, as amended (Filed as an exhibit to
the Company's Quarterly Report on File 10-Q, filed with the
Commission on August 12, 1996, and incorporated herein by
reference).
5* Opinion of Morgan, Lewis & Bockius LLP as to the legality of
the shares being registered.
10.1 Players International, Inc. David Fishman 1993 Stock Option
Plan (The general terms of which are incorporated by
reference to the terms set forth in Exhibit 28.12 of the
Company's Registration Statement on Form S-3 (File No.
33-61026)).
10.2 Players International, Inc. David Fishman Retirement
Agreement Stock Election Plan (incorporated by reference to
Exhibit 10.2 of the Company's Current Report on Form 8-K
filed with the Commission on September 19, 1996).
10.3 Players International, Inc. Edward Fishman Retirement
Agreement Stock Election Plan (incorporated by reference to
Exhibit 10.1 of the Company's Current Report on Form 8-K
filed with the Commission on September 19, 1996).
23.1* Consent of Ernst & Young LLP.
23.2* Consent of Arthur Andersen LLP.
23.3* Consent of Morgan, Lewis & Bockius LLP (included in
Exhibit 5).
-5-
<PAGE>
- ---------------------
* Filed herewith
Item 9. Undertakings.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933.
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most
recent post-effective amendment to the Registration Statement) 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 Section 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 that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered herein, 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 persons 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.
-6-
<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 Mesquite, State of Nevada, on this 9th day of
January, 1997.
PLAYERS INTERNATIONAL, INC.
By: /s/ Henry M. Applegate
----------------------
Senior Vice President and Chief Financial Officer
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned directors and
officers of Players International, Inc. hereby constitutes and appoints Henry M.
Applegate and Peter J. Aranow , his true and lawful attorney-in-fact and agent,
for him and in his name, place and stead, in any and all capacities, to sign
this Registration Statement on Form S-8 under the Securities Act of 1933,
including post-effective amendments and other related documents, and to file the
same with the Securities and Exchange Commission under said Act, hereby granting
power and authority to do and perform any and all acts and things requisite and
necessary to be done in and about the premises, as fully as to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement and the foregoing Power of Attorney have been signed by
the following persons in the capacities and on the date(s) indicated:
Signature Capacity Date
- --------- -------- ----
/s/ Edward Fishman Chairman of the Board January 9, 1997
- -----------------------
/s/ Howard Goldberg President, Chief Executive Officer January 9, 1997
- ----------------------- and Director
/s/ Lawrence Cohen Director January 9, 1997
- -----------------------
/s/ Thomas E. Gallagher Director January 9, 1997
- -----------------------
/s/ Jay Green Director January 9, 1997
- -----------------------
/s/ Marshall S. Geller Director January 9, 1997
- -----------------------
/s/ Charles M. Mason Director January 9, 1997
- -----------------------
/s/ Lee Seidler Director January 9, 1997
- -----------------------
/s/ Earl E. Webb Director January 9, 1997
- -----------------------
/s/ Henry M. Applegate Senior Vice President and Chief January 9, 1997
- ----------------------- Financial Officer (Principal
Accounting Officer)
/s/ Peter J. Aranow Executive Vice President - Finance January 9, 1997
- -----------------------
-7-
Exhibit 5
February 6, 1997
Players International, Inc.
1300 Atlantic Ave., Suite 800
Atlantic City, NJ 08402
Re: Players International, Inc. -- Form S-8 Registration
Statement Relating to the Players International, Inc. David
Fishman 1993 Stock Option Plan, the Players International,
Inc. David Fishman Retirement Agreement Stock Election Plan,
and the Players International, Inc. Edward Fishman
Retirement Agreement Stock Election Plan.
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") for filing
with the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Act"), and the rules and regulations promulgated
thereunder.
The Registration Statement relates to an aggregate of 610,263 shares of Common
Stock, .005 par value (the "Common Stock"), of Players International, Inc. (the
"Company"), 105,000 shares of which may be issued pursuant to the Players
International, Inc. David Fishman 1993 Stock Option Plan, 252,632 shares of
which may be issued pursuant to the Players International, Inc.: David Fishman
Retirement Agreement Stock Election Plan, and 252,632 shares of which may be
issued pursuant to the Players International, Inc.: Edward Fishman Retirement
Agreement Stock Election Plan (collectively the "Plans"). We have examined
copies of the Company's Articles of Incorporation, as amended, By-Laws, as
amended resolutions adopted by the board of directors and stockholders and such
other documents, and have made such inquiries of the Company's officers, as we
have deemed appropriate. In our examination, we have assumed the genuineness of
all signatures, the authenticity of all items submitted to us as originals, and
the conformity with originals of all items submitted to us as copies.
Based upon the foregoing, it is our opinion that the Common Stock, when issued
and delivered in accordance with the Plans, will be legally issued, fully paid
and non-assessable.
We hereby conssent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such consent, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ MORGAN, LEWIS & BOCKIUS LLP
Exhibit 23.1
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-_____) pertaining to the Players International, Inc. David Fishman
1993 Stock Option Plan, Players International, Inc. David Fishman Retirement
Agreement Stock Election Plan and Players International, Inc. Edward Fishman
Retirement Agreement Stock Election Plan of our report dated May 23, 1996, with
respect to the consolidated financial statements of Players International, Inc.
included in the Annual Report (Form 10-K) for the year ended March 31, 1996.
Ernst & Young LLP
Philadelphia, Pennsylvania
March 5, 1997
Exhibit 23.2
Consent of Independent Public Accountants
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement of our report dated May 14, 1994
included in Players International, Inc. Form 10-K for the year ended March 31,
1996 and to all references to our Firm included in this Registration Statement.
Arthur Andersen LLP
Las Vegas, Nevada
March 5, 1997
