<PAGE>
As filed with the Securities and Exchange Commission on October 12, 2000.
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_____________
Hollywood Casino Corporation
(Exact Name of Registrant as Specified in Its Charter)
Delaware 75-2352412
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
13455 Noel Road
Suite 2200
Dallas, Texas 75240
(Address, Including Zip Code, of Registrant's
Principal Executive Offices)
Hollywood Casino Corporation 1996 Non-Employee Director Stock Plan
(Full Title of the Plans)
William D. Pratt
Executive Vice President, Secretary and General Counsel
13455 Noel Road
Suite 2200
Dallas, Texas 75240
(972) 392-7777
(Name, Address, Including Zip Code, and
Telephone Number, Including Area Code, of
Agent for Service)
A copy of all communications, including all communications sent to
agent for service, should be sent to:
Michael A. Saslaw
Weil, Gotshal & Manges LLP
100 Crescent Court, Suite 1300
Dallas, Texas 75201
Telephone: (214) 746-7700
Facsimile: (214) 746-7777
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered (1) Offering Price Aggregate Registration Fee
Per Share (2) Offering Price (2)
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<S> <C> <C> <C> <C>
Class A Common 50,000 Shares $8.81 $440,500 $117
Stock,
$0.0001 Par Value
-------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement registers an additional 50,000 shares under the
Hollywood Casino Corporation (the "Registrant") 1996 Non-Employee Director
Stock Plan (the "Plan"), with respect to which 150,000 shares have
previously been registered (SEC File No. 333-11163).
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(c) and (h) under the Securities Act of 1933, as amended, the Proposed
Maximum Aggregate Offering Price Per Share is based upon the average of the
high and low price of a share of the Registrant's Class A Common Stock
reported for trading on the American Stock Exchange on October 10, 2000
($8.81) with respect to 50,000 shares.
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<PAGE>
Pursuant to General Instruction E of Form S-8 ("Registration of Additional
Securities"), the Registrant hereby makes the following statement:
On August 30, 1996, the Registrant filed with the Securities and Exchange
Commission (the "Commission") a Registration Statement on Form S-8 (SEC
File No. 333-11163) (the "First Registration Statement") relating to
3,150,000 shares of the Registrant's Class A Common Stock to be issued
pursuant to the Hollywood Casino Corporation 1996 Long-Term Incentive Plan
and the Hollywood Casino 1996 Non-Employee Director Stock Plan (the
"Plan"), of which 150,000 shares were registered with respect to the Plan.
The First Registration Statement is currently effective. This Registration
Statement relates to securities (a) of the same class as those to which the
First Registration Statement relates and (b) to be issued pursuant to the
Plan. The contents of the First Registration Statement are incorporated
herein by reference.
(Remainder of Page Intentionally Left Blank)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Dallas, State of Texas, on October 12, 2000.
HOLLYWOOD CASINO CORPORATION
By: /s/ Jack E. Pratt
--------------------------------
Jack E. Pratt
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
Know all those by these presents, that each person whose signature appears
below constitutes and appoints each of Edward T. Pratt, Jr. and William D.
Pratt, or any of them, each acting alone, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for such person
and in his name, place and stead, in any and all capacities, in connection with
the Registration Statement on Form S-8 of Hollywood Casino Corporation under the
Securities Act of 1933, as amended, including, without limitation of the
generality of the foregoing, to sign the Registration Statement in the name and
on behalf of Hollywood Casino Corporation, or on behalf of the undersigned as a
director or officer of Hollywood Casino Corporation, and any and all amendments
or supplements to the Registration Statement, including any and all stickers and
post-effective amendments to the Registration Statement, and to sign any and all
additional Registration Statements relating to the same offering of Securities
as the Registration Statement that are filed pursuant to Rule 462 under the
Securities Act of 1933, as amended, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission and any applicable securities exchange or securities self-
regulatory body, granting unto said attorneys-in-fact and agents, each acting
alone, 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 substitutes or
substitute, 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 Title Date
--------- ----- ----
Chairman of the Board, Chief October 12, 2000
/s/ Jack E. Pratt Executive Officer and
----------------------------- Director
Jack E. Pratt
President, Chief Operating October 12, 2000
/s/ Edward T. Pratt III Officer and Director
-----------------------------
Edward T. Pratt III
<PAGE>
Signature Title Date
--------- ----- ----
Executive Vice President, October 12, 2000
/s/ William D. Pratt Secretary, General Counsel
------------------------------ and Director
William D. Pratt
Vice President, Treasurer October 12, 2000
/s/ Edward T. Pratt, Jr. and Director
------------------------------
Edward T. Pratt, Jr.
Director October 12, 2000
/s/ Theodore H. Strauss
------------------------------
Theodore H. Strauss
Director October 12, 2000
/s/ James A. Colquitt
------------------------------
James A. Colquitt*
Director October 12, 2000
/s/ Oliver B. Revell III
------------------------------
Oliver B. Revell III*
Executive Vice President and October 12, 2000
/s/ Paul C. Yates Chief Financial Officer
------------------------------
Paul C. Yates
Vice President-Finance and October 12, 2000
/s/ Charles F. LaFrano III Principal Accounting Officer
------------------------------
Charles F. LaFrano III
*Member of the Committee appointed to administer the Plan, which committee has,
pursuant to the instructions regarding signatures on Form S-8, duly caused this
Registration Statement to be signed on behalf of the Plan.
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
4.1 Amended and Restated Certificate of Incorporation of
Hollywood Casino Corporation.(1)
4.2 Second Amended and Restated Bylaws of Hollywood Casino
Corporation.(2)
4.3 Rights Agreement, dated as of May 7, 1993 between Hollywood
Casino Corporation and Continental Stock Transfer & Trust
Company, as Rights Agent.(1)
4.4 Hollywood Casino Corporation 1996 Non-Employee Director
Stock Plan.(3)
4.5 Amendment to Hollywood Casino Corporation 1996 Non-Employee
Director Stock Plan.*
4.6 Second Amendment to Hollywood Casino Corporation 1996 Non-
Employee Director Stock Plan.*
5.1 Opinion of Weil, Gotshal & Manges LLP.*
23.1 Consent of Deloitte & Touche LLP.*
23.2 Consent of Weil, Gotshal & Manges LLP (included in Exhibit
5.1).
24.1 Power of Attorney (included on signature pages).
</TABLE>
_______________
*Filed herewith.
(1) Incorporated by reference from Exhibit 3.1 to the Registrant's Registration
Statement on Form S-1 (SEC File No. 33-58732) as filed with the Commission on
May 21, 1993.
(2) Incorporated by reference from Exhibit 3.3 to the Registrant's Annual Report
on Form 10-K (SEC File No. 33-48887) for the fiscal year ended December 31,
1999.
(3) Incorporated by reference from Exhibit 4.5 to the Registrant's Registration
Statement on Form S-8 (SEC File No. 333-11163) as filed with the Commission on
August 30, 1996.
