As filed with the Securities and Exchange Commission on November 28, 2000.
Registration No. 333 - ___
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 of (I.R.S. Employer Identification No.)
incorporation or organization)
1641 Popps Ferry Road
Biloxi, Mississippi 39532
(228) 396-7000
(Address of Principal Executive Offices)
ISLE OF CAPRI CASINOS, INC. 2000 LONG-TERM STOCK INCENTIVE 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)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities To Amount To Be Price Per Offering Registration
Be Registered Registered (1) Share (2) Price (2) Fee
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Common 2,150,000 $9.06 $19,479,000 $5,143
Stock, par
value $0.01
per share
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(1) Represents shares of common stock issuable upon exercise
of stock options which have been granted and/or may hereafter be
granted under the registrant's 2000 Long-Term Stock Incentive Plan
and the registrant's 1993 Stock Option Plan. An aggregate of
3,500,000 shares of common stock issuable under the registrant's
1993 Stock Option Plan previously have been registered with the
Commission.
(2) 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.
The Registration Statement shall become effective upon filing
in accordance with Rule 462 under the Securities Act of 1933, as amended.
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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
The information required by Item 4 is not applicable to this
Registration Statement because the class of securities to be offered is
registered under Section 12 of the Securities Exchange Act of 1934, as
amended.
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 Company's 2000 Long-Term Stock Incentive Plan.
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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.
(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;
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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;
(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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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
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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
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/s/ BERNARD GOLDSTEIN Chairman of the Board, Chief Executive Officer and
Bernard Goldstein 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 Financial and
Rexford A. Yeisley 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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EXHIBIT INDEX
Exhibit
Number Document
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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 Long-Term Stock Incentive 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).
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(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).
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