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As filed with the Securities and Exchange Commission on April 28, 1999
Registration 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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ISLE OF CAPRI CASINOS, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 41-1659606
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
711 WASHINGTON LOOP
BILOXI, MISSISSIPPI 39530
(Address of Principal Executive Offices) (Zip Code)
CASINO AMERICA, INC. 1992 STOCK OPTION PLAN
CASINO AMERICA, INC. 1993 STOCK OPTION PLAN
(Full Title of the Plans)
ALLAN B. SOLOMON
EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
2200 CORPORATE BOULEVARD, N.W., SUITE 310
BOCA RATON, FLORIDA 33431
(Name and Address of Agent For Service)
(561) 995-6660
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
PROPOSED PROPOSED
AMOUNT TO MAXIMUM MAXIMUM
TITLE OF SECURITIES TO BE BE OFFERING PRICE AGGREGATE AMOUNT OF
REGISTERED REGISTERED* PER SHARE*** OFFERING PRICE** REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, $.01 PAR
VALUE................... 2,882,425 $4.01 $11,558,524.25
288,325 $5.53 $ 1,594,437.25
--------- --------------
3,170,750 $13,152,961.50 $3,656.52
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</TABLE>
* Represents (i) 520,750 shares of Common Stock issuable upon exercise of stock
options which have been granted and/or may hereafter be granted under the
Registrant's 1992 Stock Option Plan and (i) 2,650,000 shares of Common Stock
issuable upon exercise of stock options which have been granted and/or may
hereafter be granted under the Registrant's 1993 Stock Option Plan. An
aggregate of 538,00 shares of Common Stock issuable under the Registrant's 1992
Plan and 850,000 shares of Common Stock issuable under the Registrant's 1993
Plan have previously been registered with the Commission. Pursuant to Rule 416,
this registration statement shall cover any additional securities to be offered
or issued resulting from stock splits, stock dividends or any similar such
transaction.
** In accordance with Rule 457(h)(1), for the stock options which have already
been granted under the Registrant's 1992 Stock Option Plan and 1993 Stock Option
Plan, this calculation is based on the exercise price of the options. For the
stock options that have yet to granted under the Registrant's 1992 Stock Option
Plan and 1993 Stock Option Plan, the Proposed Maximum Offering Price Per Share
is estimated as $5.__ solely for purposes of calculating the registration fee on
the basis of the average of the high and low prices per share of the Common
Stock as of a date within five business days prior to the date of filing this
Registration Statement.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by Isle of Capri
Casinos, Inc., a Delaware corporation (the "Company"), with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), are incorporated by reference herein and shall be deemed
to be a part hereof:
(a) The Company's Annual Report on Form 10-K for the Company's fiscal year
ended April 26, 1998.
(b) (i) The Company's Quarterly Report on Form 10-Q for the quarter
ended January 24, 1999.
(ii) The Company's Quarterly Report on Form 10-Q for the quarter
ended October 25, 1998.
(iii) The Company's Quarterly Report on Form 10-Q for the quarter
ended July 26, 1998.
(iv) The Company's Current Report on Form 8-K dated March 30, 1999.
(c) The description of Common Stock of the Company (f/k/a/ Casino America,
Inc.) contained in Casino America, Inc.'s Registration Statement on
Form S-3 (Commission File No. 333-9653).
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment to this registration statement which indicates that all securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated herein by reference and shall be
deemed 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.
Allan B. Solomon, Esq., is Executive Vice President, General Counsel,
Secretary and a director of the Company. As of April 1, 1999, Mr. Solomon owned
483,920 shares of the Company's Common Stock, including 201,500 shares issuable
upon the exercise of stock options that are exercisable within 60 sixty days.
Mr. Solomon is eligible to participate in the Company's 1992 and 1993 Stock
Option Plans.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
(a) The Delaware General Corporation Law (the "Delaware GCL") (Section
145) gives Delaware corporations broad powers to indemnify their present and
former directors and officers and those of affiliated corporations against
expenses incurred in the defense of any lawsuit to which they are made parties
by reason of being or having been such directors or officers, subject to
specified conditions and exclusions, gives a director or officer who
successfully defends an action the right to be so indemnified, and authorizes
the Company to buy directors' and officers' liability insurance. Such
indemnification is not exclusive of any other rights to which those indemnified
may be entitled under any by-laws, agreement, vote of stockholders or otherwise.
(b) Article 8 of the Certificate of Incorporation of the Company provides
for indemnification of directors and officers to the fullest extent permitted by
law. The Company presently maintains Director's and Officer's insurance with
limits up to $15 million.
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(c) In accordance with Section 102(b)(7) of the Delaware GCL, the
Company's Certificate of Incorporation provides that directors shall not be
personally liable to the Company or its stockholders for monetary damages for
breaches of their fiduciary duty as directors except for (1) breaches of their
duty of loyalty to the Company or its stockholders, (2) acts or omissions not in
good faith or which involve intentional misconduct or knowing violations of law,
(3) under Section 174 of the Delaware GCL (unlawful payment of dividends) or (4)
transactions from which a director derives an improper personal benefit.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) 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 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in
the form of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
-------- -------
not apply if the registration statement is on Form S-3 or Form
S-8, and the information required to be included in a post-
effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission 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.
2
<PAGE>
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.
(b) 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.
(h) 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 provisions of the registrant's
certificate of incorporation or by-laws 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 Securities Act of
1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
3
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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 Biloxi, State of Mississippi, on this 28th day of
April, 1999.
ISLE OF CAPRI CASINOS, INC.
By: /s/ Allan B. Solomon
--------------------------------------
Allan B. Solomon
Executive Vice President, Secretary
and General Counsel
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and appoints
John M. Gallaway and Allan B. Solomon and each of them, the true and lawful
attorneys-in-fact and agents of the undersigned, with full power of substitution
and resubstitution, for and in the name, place and stead of the undersigned, in
any and all capacities, to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and hereby grants to such 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 the undersigned might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agents, or any 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 below by the following persons in their
respective capacities on this 28th day of April, 1999.
Signature Title
--------- -----
/s/ Bernard Goldstein Chairman of the Board,
- -------------------------------------- Chief Executive Officer and Director
Bernard Goldstein (Principal Executive Officer)
/s/ John M. Gallaway President, Chief Operating Officer
- -------------------------------------- and Director
John M. Gallaway
/s/ Allan B. Solomon Executive Vice President, Secretary,
- -------------------------------------- General Counsel and Director
Allan B. Solomon
/s/ Rexford A. Yeisley Chief Financial Officer & Treasurer
- -------------------------------------- (Principal Financial and Accounting
Rexford A. Yeisley Officer)
/s/ Emanuel Crystal Director
- --------------------------------------
Emanuel Crystal
/s/ Robert S. Goldstein Director
- --------------------------------------
Robert S. Goldstein
/s/ Alan J. Glazer Director
- --------------------------------------
Alan J. Glazer
/s/ Randolph Baker Director
- --------------------------------------
Randolph Baker
4
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EXHIBIT INDEX
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Exhibit
Number Description of Exhibit
- ------ ----------------------
5 Opinion of Allan B. Solomon, General Counsel of Isle of
Capri Casinos, Inc.
23(a) Consent of Ernst & Young LLP.
23(b) Consent of Allan B. Solomon (contained in Exhibit 5).
24 Powers of Attorney (included on the signature page of the
registration statement).
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[ISLE OF CAPRI CASINOS, INC. LETTERHEAD]
April 28, 1999
Securities and Exchange Commission
450 Fifth Street
Washington, D.C. 20549
Re: Isle of Capri Casinos, Inc.
Registration Statement on Form S-8 -- 1992 and 1993 Stock Option Plans
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Ladies and Gentlemen:
As General Counsel of Isle of Capri Casinos, Inc., a Delaware corporation (the
"Company"), I am familiar with the corporate proceedings taken and to be taken
in connection with the registration under the Securities Act of 1933, as
amended, of 3,170,750 additional shares of Common Stock, $.01 par value per
share ("Common Stock"), of the Company available for issuance under the
Company's 1992 and 1993 Stock Option Plans (the "Plans").
I have examined the Company's Registration Statement on Form S-8 (relating to
the Common Stock to be issued under the Plans) in the form to be filed with the
Securities and Exchange Commission on or about April 28, 1999 (the "Registration
Statement") and I have examined and am familiar with the Certificate of
Incorporation and the By-laws of the Company and the Plans. I have also examined
such other documents, records and certificates of the Company as I consider
necessary for the purpose of this opinion.
Based on the foregoing, I am of the opinion that the shares of Common Stock to
be issued pursuant to the Plans have been duly authorized and will, upon due
issuance and sale thereof, be legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Allan B. Solomon
Allan B. Solomon
General Counsel
Isle of Capri Casinos, Inc.
<PAGE>
Consent of Independent Auditors
We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the 1992 and 1993 Stock Option Plans of Isle of Capri
Casinos, Inc. (f/k/a Casino America, Inc.) of our report dated June 10, 1998,
with respect to the consolidated financial statements of Isle of Capri Casinos,
Inc., included in its Annual Report (Form 10-K) for the year ended April 26,
1998, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
New Orleans, Lousiana
April 23, 1999
