<PAGE>
As filed with the Securities and Exchange Commission on September 13, 1996
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Station Casinos, Inc.
----------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 88-0136443
(State or Other Jurisdiction of (I.R.S. Employer Identification
Incorporation or Organization) Number)
2411 WEST SAHARA AVENUE
LAS VEGAS, NEVADA 89102
(702) 367-2411
(Address, Including Zip Code, and Telephone Number, Including Area Code,)
of Registrant's Principal Executive Offices)
STATION CASINOS, INC.
STOCK COMPENSATION PROGRAM
(Full title of Plan)
___________________________
MR. GLENN C. CHRISTENSON
STATION CASINOS, INC.
2411 WEST SAHARA AVENUE
LAS VEGAS, NEVADA 89102
(702) 367-2411
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
COPIES TO:
ERIC H. SCHUNK, ESQ.
MILBANK, TWEED, HADLEY & MCCLOY
601 SOUTH FIGUEROA STREET
LOS ANGELES, CALIFORNIA 90017
(213) 892-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Maximum Proposed maximum
Title of Securities Amount to be Offering price per aggregate offering Amount of registration
to be Registered registered Share (1) price fee (2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock par 3,307,000 $11.25 $37,203,750 $12,829
value
$.01 per share
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) There are also registered hereby such indeterminate number of
shares of the Registrant's Common Stock, par value $.01 per share, as may become
issuable by reason of operation of the anti-dilution provisions of the
Registrant's Stock Compensation Program.
(2) Pursuant to Rule 457(c) under the Securities Act of 1933, as
amended, the proposed maximum offering price per share and the proposed maximum
aggregate offering price are estimated solely for purposes of calculating the
registration fee. The basis for calculating the registration fee for the future
options to be issued by the Registrant is the average of the high and low prices
of the Common Stock of the Registrant on the New York Stock Exchange on
September 9, 1996.
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933 by
Station Casinos, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission") hereby incorporates by reference the contents of
the Registration Statement relating to the registration of 3,000,000 Shares of
Common Stock of the Company (File No. 33-63752) filed with the Commission on
June 2, 1993.
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SIGNATURES
THE REGISTRANT. 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 Las Vegas, State of Nevada, on the 12th day of
September, 1996.
STATION CASINOS, INC.
By: /s/ Frank J. Fertitta III
---------------------------
Frank J. Fertitta III
Chairman of the Board,
President, and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signatures Title Date
- ---------- ----- ----
/s/ Frank J. Fertitta III Chairman of the Board, September 12, 1996
- -------------------------- President, Chief Executive
Frank J. Fertitta III Officer and Director
(Principal Executive Officer)
/s/ Glenn C. Christenson Executive Vice President, September 12, 1996
- ------------------------ Chief Financial Officer,
Glenn C. Christenson Treasurer and Director
(Principal Financial and
Accounting Officer)
/s/ Blake L. Sartini Executive Vice President, September 12, 1996
- -------------------- President--Nevada Operations
Blake L. Sartini and Director
/s/ Delise F. Sartini Director September 12, 1996
- ---------------------
Delise F. Sartini
/s/ Lorenzo J. Fertitta Director September 12, 1996
- -----------------------
Lorenzo J. Fertitta
Director September 12, 1996
- ---------------------------
Lowell H. Lebermann, Jr.
Director September 12, 1996
- ---------------
R. Hal Dean
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
- ------- ----------------------
4.1 Amended and Restated Articles of Incorporation of the Registrant
(Incorporated herein by reference to Registration Statement No.
33-76156).
4.2 Restated Bylaws of the Registrant (Incorporated herein by
reference to Registration Statement No. 33-76156).
4.3 Specimen Common Stock Certificate of the Registrant (Incorporated
herein by reference to Registration Statement No. 33-59300).
5.1 Opinion of Schreck, Jones, Bernhard, Woloson & Godfrey.
23.1 Consent of Arthur Andersen LLP.
23.3 Consent of Schreck, Jones, Bernhard, Woloson & Godfrey (included
in Exhibit 5.1).
99.1 Second Amendment to Registrant's Stock Compensation Program.
<PAGE>
September 12, 1996
Station Casinos, Inc.
2411 West Sahara Avenue
Las Vegas, NV 89102
Re: REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT")
Ladies and Gentlemen:
We have acted as counsel for Station Casinos, Inc. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of 3,307,000 additional shares of the Company's Common
Stock, par value $.01 per share ("Common Stock") issuable under the Company's
Stock Compensation Program (the "Program"), and subject to adjustment as
provided therein, under the Registration Statement about to be filed with the
Securities and Exchange Commission (the "Commission").
We have made such legal and factual examinations and inquiries,
including an examination of originals, or copies certified or otherwise
identified to our satisfaction as being true reproductions of originals, of all
such corporate records of the Company, agreements and other instruments,
certificates of public officials and officers and representatives of the Company
and such other documents as we have deemed necessary as a basis for the opinions
hereafter expressed.
Without limiting the generality of the foregoing, in our examination,
we have assumed without independent verification, that (i) each of the parties
thereto has duly and validly executed and delivered each instrument, document,
and agreement to which such party is a signatory, and such party's obligations
set forth therein are its legal, valid, and binding obligations, enforceable in
accordance with their respective terms, (ii) each natural person executing any
such instrument, document, or agreement is legally competent to do so, and (iii)
all corporate records made available to us by the Company and all public records
reviewed are accurate and complete.
Based upon the foregoing and having regard to legal considerations
that we deem relevant, we are of the opinion that, when the shares of Common
Stock have been registered under the Securities Act, and when the Company has
received the consideration to be received for said shares in accordance with
the provisions of the Program and said shares of Common Stock have been
issued by the Company as provided under the Program, said shares of Common
Stock will be duly authorized, validly issued, fully paid and nonassessable.
<PAGE>
Page 2
We are qualified to practice law in the State of Nevada. The opinions
set forth herein are expressly limited to the laws os the State of Nevada and we
do not purport to be experts on, or to express any opinion herein concerning any
laws other than the laws of the State of Nevada. We express no opinion
concerning, and we assume no responsibility as to laws or judicial decisions
related to, or any orders, consents or other authorizations or approvals as may
be required by, any federal law, including any federal securities law, or any
state securities or blue sky laws.
We hereby consent to the filing of this opinion in as an exhibit to
the Registration Statement and the reference to this firm therein. In giving
this consent, we do not admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
SCHRECK, JONES, BERNHARD, WOLOSON & GODFREY
/s/ Schreck, Jones, Bernhard, Woloson & Godfrey
-----------------------------------------------
<PAGE>
EXHIBIT 23.1
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
April 30, 1996 included in Station Casinos, Inc.'s Annual Report on Form 10-K
for the year ended March 31, 1996, and to all references to our Firm included
in this registration statement.
/s/ Arthur Andersen LLP
-----------------------
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
September 12, 1996
<PAGE>
STATION CASINOS, INC.
STOCK COMPENSATION PROGRAM
SECOND AMENDMENT
THIS SECOND AMENDMENT, effective as of May 21, 1996, to the Station
Casinos, Inc. Stock Compensation Program (the "Program") has been made and
adopted by the Board of Directors (the "Board") of Station Casinos, Inc. (the
"Company") pursuant to a resolution of the Board made at its July 16, 1996,
meeting.
WHEREAS, the Company, effective May 21, 1993, established the Program
for the benefit of key individuals of the Company and its shareholders who will
be or are responsible for the future growth of the Company;
WHEREAS, the Board or a committee appointed by the Board (the
"Committee"), subject to certain limitations, has reserved the right to amend
the Program at any time and from time to time;
WHEREAS, the Program permits the Board or the Committee to grant to
key individuals (i) stock options qualifying as "incentive stock options" within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) stock options not qualifying as "incentive stock options" within
the meaning of Code Section 422, and (iii) restricted shares; and
WHEREAS, Code Section 162(m) and the regulations thereunder provide
that the Company shall not be entitled to a tax deduction for certain employee
compensation in excess of $1,000,000 to the extent such compensation is not
"performance-based compensation";
WHEREAS, the Board of Directors of the Company has determined it to be
in the best interests of the Company and its stockholders to increase the number
of shares of the Company's Common Stock available for issuance under the
Program;
WHEREAS, the Company's stockholders have approved the following
changes to the Program at the Company's 1996 Annual Meeting;
WHEREAS, the Company has authorized certain of its officers and
directors to execute this Second Amendment on its behalf;
NOW, THEREFORE, the Company's Board has determined that the Program
shall be amended as follows:
1. The Program is amended by deleting the first sentence of Section
(a) of Article 3 of the General Provisions of the Program and replacing such
first sentence with the following sentence:
"The maximum aggregate number of shares of Common Stock subject to the
Program shall be 6,307,000."
<PAGE>
2. The Program is amended by adding to the first sentence of Article
1 of the General Provisions thereof an additional proviso to read as follows:
"; PROVIDED, FURTHER, HOWEVER, that the Committee may be comprised
solely of two or more "outside directors" within the meaning of Code
Section 162(m) and the regulations thereunder, as amended from time to
time, ("Code Section 162(m)") to effect grants that are intended to
qualify as "performance-based compensation" within the meaning of Code
Section 162(m)."
3. The Program is amended by adding to the General Provisions
thereof a new Article 14 to read as follows:
"Article 14. MAXIMUM NUMBER OF OPTIONS GRANTED IN ANY CALENDAR
YEAR. Notwithstanding any other provision of the Program, the number
of shares of Common Stock underlying Incentive Options and
Nonqualified Options granted under the Incentive Plan and the
Nonqualified Plan of the Program, respectively, in any calendar year
to any individual participating in the Program shall not exceed the
maximum number of shares issuable under the Program."
4. The Program is amended by adding to the Company's Restricted
Share Plan a new Section 9 to read as follows:
"Section 9. PERFORMANCE-BASED RESTRICTED SHARES. The Committee
may also grant Restricted Shares that are subject to a risk of
forfeiture if specified performance criteria are not met within a
specified period ("Performance-Based Restricted Shares").
Performance-Based Restricted Shares shall be forfeited unless
preestablished performance criteria specified by the Committee are met
during the applicable restriction period. Performance-Based
Restricted Shares subject to performance criteria are intended to be
"qualified performance-based compensation" within the meaning of Code
Section 162(m) and shall be paid solely on account of the attainment
of one or more preestablished, objective performance goals within the
meaning of Code Section 162(m). Until otherwise determined by the
Committee, Performance-Based Restricted Shares shall become
nonforfeitable upon the attainment of one or more preestablished
levels of net income, earnings per share, total shareholder return,
return on equity employed or cash flow. The payout of any
Performance-Based Restricted Shares to any individual may be reduced,
but not increased, based on the degree of attainment of the
performance criteria or otherwise at the discretion of the Committee.
Subject to adjustment under Section 8 of this Plan, all individuals in
the aggregate may not receive in any calendar year Performance-Based
Restricted Shares exceeding, in the aggregate, 1,000,000 shares of
Common Stock and any one individual may not receive in any calendar
year Performance-Based Restricted Shares exceeding 500,000 shares of
Common Stock."
<PAGE>
5. Except as expressly amended by this Second Amendment the terms
and provisions of the Program shall remain in effect as approved by the
shareholders of the Company on May 21, 1993.
<PAGE>
IN WITNESS WHEREOF, the Board has caused this Second Amendment to be
executed this 12th day of September, 1996, by the undersigned duly authorized
officer of the Company.
Station Casinos, Inc.
By: /s/ Glenn C. Christenson
----------------------------
Title: Executive Vice President
