As filed with the Securities and Exchange Commission on November 28, 2000.
Registration No. 333 - ________
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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
of incorporation or organization) Identification No.)
1641 Popps Ferry Road
Biloxi, Mississippi 39532
(228) 396-7000
(Address of Principal Executive Offices)
ISLE OF CAPRI CASINOS, INC. DEFERRED BONUS PLAN
(Full title of the Plan)
Allan B. Solomon
Executive Vice President, General Counsel and Secretary
Isle of Capri Casinos, Inc.
1641 Popps Ferry Road
Biloxi, Mississippi 39532
(Name and Address of Agent For Service)
(228) 396-7000
(Telephone Number, Including Area Code, of Agent For Service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
============================================================================================
Proposed
Maximum Proposed Maximum Amount of
Title of Securities To Amount To Be Offering Aggregate Offering Registration
Be Registered(1) Registered (2) Price Price (3) Fee
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred 650,000 shares $9.06 $5,889,000 $1,555
Compensation
Obligations
Common Stock, par
value $0.01 per share
============================================================================================
</TABLE>
(1) The Deferred Compensation Obligations are unsecured general
obligations of Isle of Capri Casinos, Inc. to pay deferred compensation
in the future in accordance with the terms of Isle of Capri Casinos, Inc.
Deferred Bonus Plan.
(2) This registration statement is registering an indeterminate amount of
plan interests pursuant to Rule 416.
(3) Estimated solely for the purpose of calculating the registration fee.
Such estimate has been computed in accordance with Rule 457(h) and
Rule 457(c), based on the average of the high and low sale prices on
the Nasdaq National Market on November 24, 2000 for the registrant's
common stock. No separate consideration will be received for common
stock of the registrant issued under the terms of the Isle of Capri
Casinos, Inc. Deferred Bonus Plan.
The Registration Statement shall become effective upon filing in accordance
with Rule 462 under the Securities Act of 1933, as amended.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information*
Item 2. Registrant Information and Employee Plan Annual Information*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended, and the Note to
Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below have been filed with or furnished to
the Securities and Exchange Commission (the "Commission") by Isle of Capri
Casinos, Inc. (the "Company") and are incorporated herein by reference to
the extent not superseded by documents or reports subsequently filed or
furnished:
(a) The Company's Annual Report on Form 10-K/A for the year
ended April 30, 2000, Commission File No. 0-20538, as
filed with the Commission on August 1, 2000;
(b) The Company's Quarterly Report on Form 10-Q for the
quarter ended July 30, 2000, Commission File No. 0-20538,
as filed with the Commission on September 13, 2000; and
(c) The description of the Common Stock of the Company (f/k/a/
Casino America, Inc.) contained in Casino America, Inc.'s
Registration Statement on Form S-3, Reg. No. 333-9653, as
filed with the Commission on October 3, 1996.
All documents subsequently filed pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, by
the Company prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be part hereof from the
date of filing of such documents.
Item 4. Description of Securities
Under the Isle of Capri Casinos, Inc. Deferred Bonus Plan (the
"Plan"), all of the Company's officers and officers of its subsidiaries and
each other employee designated as a key employee by the Compensation
Committee who receive a grant of a discretionary cash bonus automatically
participates (the "Participants") in the Plan.
In the event that a Participant receives an eligible cash bonus
that is subject to the Plan, payment of 20 percent of the cash bonus will
be automatically deferred under the Plan. The amount of the cash bonus that
is deferred is referred to as the "deferred bonus". Payment of the deferred
bonus will be paid on the "deferred bonus payment date" which is the
earliest of (1) the death or date of disability of a Participant, (2) the
fifth anniversary of the last day of the Company's fiscal year immediately
preceding the date the bonus was awarded or (3) an extraordinary
transaction (as defined in the Plan). A Participant may not withdraw his or
her interest from the Plan prior to the deferred bonus payment date for any
reason. If a Participant terminates employment for any reason except death
or disability prior to the deferred bonus payment date, he or she will
forfeit any and all rights to the deferred bonus.
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<PAGE>
Within 30 days of the date a cash bonus is awarded to a
Participant, he or she must submit a "deferral election" pursuant to which
he or she elects the form in which the deferred bonus will be paid. He or
she may elect payment in cash or shares of the Company's common stock. If
he or she does not file a deferral election, he or she will, at election of
the Company, either forfeit the deferred bonus or be paid the deferred
bonus in cash.
If a Participant elects to have the deferred bonus paid in cash,
he or she will be entitled to an amount equal to the deferred bonus plus
interest, compounded annually, on the principal amount of the deferred
bonus, at a rate equal to the market yield of the five-year treasury bond
issue which has the closest maturity date (month and year) to the deferred
bonus payment date, as quoted in The Wall Street Journal, and as adjusted
as of each anniversary of the date on which the deferred bonus was awarded.
If a Participant elects to have the deferred bonus paid in shares of the
Company's common stock, he or she will be entitled to a number of shares
(rounded down to the nearest whole number) equal to 125 percent of the
deferred bonus divided by the fair market value of a share of the Company's
common stock as of the last day of the Company's fiscal year immediately
prior to the date on which the deferred bonus was awarded. A Participant
will not have any rights as a stockholder with respect to those shares
until the shares are issued to him on or after the deferred bonus payment
date.
The shares of the Company's common stock issuable under the Plan
may be currently authorized but unissued shares or, subject to compliance
with any trust indenture or other agreement to which the Company is a party
or by which the Company may be bound, shares purchased in the open market
by the Company.
The number of shares deliverable under the Plan and the terms of
any outstanding award may be adjusted as described in the Plan to reflect
certain changes in the capitalization of the Company. However, the issuance
of convertible stock by the Company will not affect or prompt an adjustment
to amounts distributable under the Plan.
Distributions under the Plan are payable only out of the general
assets of the Company, and the Company will not segregate any assets
whatsoever in order to fund its obligations under the Plan; provided that
the Company may form a grantor trust or trusts to assist it in meeting its
obligations under the Plan. Whether or not such a grantor trust is
established, Participants have no greater rights to receive distributions
under the Plan than those of general unsecured creditors of the Company. As
such, the Participants' rights to receive distributions are subordinated to
all indebtedness of the Company other than the Company's other general
unsecured obligations. The documents incorporated by reference into this
Registration Statement pursuant to Item 3 above include a description of
the amount and terms of the Company's consolidated indebtedness as well as
the common stock of the Company to be issued in respect of share elections.
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 October 31, 2000,
Mr. Solomon owned 474,700 shares of the Company's Common Stock, including
279,700 shares issuable upon the exercise of stock options that are
exercisable within 60 sixty days. Mr. Solomon is eligible to participate in
the Plan.
Item 6. Indemnification of Directors and Officers
(a) Section 145 of the Delaware General Corporation Law (the
"Delaware GCL") 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.
3
<PAGE>
(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.
(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
The information required by Item 7 is not applicable to this
Registration Statement.
Item 8. Exhibits
Incorporated by reference to the Exhibit Index attached hereto.
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 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.
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 a 20% change
in the maximum aggregate offering price
set forth in the "Calculation of Registration
Fee" table in the effective 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 (1)(i) and (1)(ii) do
not apply if the registration statement is on Form S-3,
Form S-8 or Form F-3, 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 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in the registration statement;
4
<PAGE>
(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;
and
(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
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 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.
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<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 Biloxi, Mississippi, as of November 28, 2000.
ISLE OF CAPRI CASINOS, INC.
By: /s/ BERNARD GOLDSTEIN
--------------------------
Bernard Goldstein
Chairman of the Board, Chief
Executive Officer and Director
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
officers and directors of Isle of Capri Casinos, Inc. hereby constitutes
and appoints John M. Gallaway and Allan B. Solomon (with full power to act
alone), his true and lawful attorneys-in-fact and agents, with full power
of substitution, for him and in his name, place, and stead, in any and all
capacities, to sign, execute, and file any or all amendments (including,
without limitation, post-effective amendments) to this Registration
Statement, and to file the same with all exhibits thereto, and all other
documents in connection therewith, with the Commission or any regulatory
authority, granting unto 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 in and about the premises in order to
effectuate the same, as fully to all intents and purposes as he might or
could do, if personally present, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or any of their
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated as of November 28, 2000.
Name of Signatory Title of Signatory
----------------- ------------------
/s/ BERNARD GOLDSTEIN Chairman of the Board, Chief Executive
Bernard Goldstein Officer and Director (Principal Executive
Officer)
/s/ JOHN M. GALLAWAY President, Chief Operating Officer and Director
John M. Gallaway
/s/ REXFORD A. YEISLEY Chief Financial Officer (Principal
Rexford A. Yeisley Financial and Accounting Officer)
/s/ ALLAN B. SOLOMON Executive Vice President, Secretary, General
Allan B. Solomon Counsel and Director
/s/ EMANUEL CRYSTAL Director
Emanuel Crystal
/s/ ROBERT S. GOLDSTEIN Director
Robert S. Goldstein
/s/ ALAN J. GLAZER Director
Alan J. Glazer
/s/ W. RANDOLPH BAKER Director
W. Randolph Baker
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<PAGE>
EXHIBIT INDEX
Exhibit
Number Document
------- --------
4.1 Specimen Certificate of the Common Stock. (1)
4.2 Rights Agreement dated as of February 7, 1997 between Casino
America, Inc. and Norwest Bank Minnesota, N.A., as
Rights Agent. (2)
5.1 Opinion and consent of Allan B. Solomon, General Counsel of
Isle of Capri Casinos, Inc.
10.1 Isle of Capri Casinos, Inc. 2000 Deferred Bonus Plan.
23.1 Consent of Independent Auditors.
23.2 Consent of Allan B. Solomon, General Counsel of Isle of
Capri Casinos, Inc. (included in Exhibit 5.1).
24 Power of Attorney (included on the signature page hereof).
-----------------------------
(1) Incorporated by reference from Casino America, Inc.'s Current Report
on Form 8-K filed June 17, 1992 (Commission File No. 0-20538).
(2) Incorporated by reference from Casino America, Inc.'s Annual Report
on Form 10-K for the fiscal year ended April 27, 1997 (Commission
File No. 0-20538).
7
