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As filed with the Securities and Exchange Commission on June 30, 2000
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. Employee
Incorporation or Organization) Identification 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.
1999 STOCK COMPENSATION PROGRAM
(Full Title of Plan)
------------------------
GLENN C. CHRISTENSON
2411 WEST SAHARA AVENUE
LAS VEGAS, NEVADA 89102
(702) 367-2411
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, or Agent For Service)
COPIES TO:
KENNETH J. BARONSKY, ESQ.
MILBANK, TWEED, HADLEY & MCCLOY
601 SOUTH FIGUEROA STREET
LOS ANGELES, CALIFORNIA 90017
(213) 892-4000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=========================================================================================================================
Proposed maximum Proposed Maximum Amount of
Title of Securities to Amount to be Offering price per aggregate offering registration
be Registered Registered (1) Share (2) price (2) fee (2)
-------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value 1,000,000 $26.25 $26,250,000.00 $6,930.00
$.01 per share
=========================================================================================================================
</TABLE>
(1) There are also registered hereby such indeterminate number of
shares of Common Stock as may become issuable by reason of operation of the
anti-dilution provisions of the 1999 Stock Compensation Program of the
Registrant described herein.
(2) Pursuant to Rule 457 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 and are based upon the average of the high and low prices of
the Common Stock of the Registrant on the New York Stock Exchange on June 26,
2000 and upon the price at which options which have been granted may be
exercised.
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PART I
INFORMATION REQUIRED IN THE SECTION 10 PROSPECTUS
Item 1. PLAN INFORMATION
Information required by Part I to be contained in the Section
10(a) Prospectus is omitted from the Registration Statement in accordance with
Rule 428 under the Securities Act of 1933, as amended (the "Securities Act") and
the Note to Part I on Form S-8. Station Casinos, Inc. (the "Company") has
delivered or caused to be delivered to each offeree of securities covered by
this Registration Statement the Prospectus relating thereto.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Company will, upon written or oral request, provide
without charge to any person to whom the Prospectus relating to this
Registration Statement is delivered, a copy of any and all of the information
which has been incorporated by reference in such Prospectus and this
Registration Statement (pursuant to Item 3 of Part II below). Such requests
should be directed to the Chief Financial Officer, Station Casinos, Inc., 2411
West Sahara Avenue, Las Vegas, Nevada 89102 (telephone - (702) 367-2411).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31,
1999.
(b) Quarterly Report on Form 10-Q for the quarter ending March 31,
2000.
(c) Current Reports on Form 8-K dated June 12, 2000 and June 28,
2000.
(d) The description of the Common Stock contained in the
Registration Statement on Form 8-A filed by the Company under
Section 12 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") and declared effective by the Securities
and Exchange Commission (the "Commission") on May 24, 1993,
including any amendment or report updating such description of
Common Stock.
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 the Registration Statement which indicates that
all of the shares of Common Stock offered hereunder have been sold or which
deregisters all of such shares 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 such documents.
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Item 4 DESCRIPTION OF SECURITIES
Only securities registered under Section 12 of the Exchange
Act are being offered.
Item 5 INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock offered hereunder
and by the Prospectus to which this Registration Statement relates has been
passed upon by the Company's legal counsel, Schreck Morris. The audited
consolidated financial statements and related schedules of the Company
incorporated by reference in this Registration Statement have been audited by
Arthur Andersen LLP. ("Arthur Andersen"), independent public accountants, as
indicated in their reports with respect thereto, and are incorporated by
reference herein in reliance upon the authority of such firm as experts in
giving such reports.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 78.751 of Chapter 78 of the Nevada Revised Statutes
and the Company's Articles of Incorporation and Bylaws contain provisions for
indemnification of officers and directors of the Company and in certain cases
employees and other persons. The Bylaws require the Company to indemnify such
persons to the full extent permitted by Nevada law. Each such person will be
indemnified in any proceeding if he acted in good faith and in a manner which he
reasonably believed to be in, or not opposed to, the best interests of the
Company. Indemnification would cover expenses, including attorney's fees,
judgments, fines and amounts paid in settlement.
The Company's Bylaws also provide the Company's Board of
Directors may cause the Company to purchase and maintain insurance on behalf of
any present or past director or officer insuring against any liability asserted
against such person incurred in the capacity of director or officer or arising
out of such status, whether or not the Company would have the power to indemnify
such person. The Company maintains directors' and officers' liability insurance.
The Company has entered into an indemnification agreement (the
"Indemnification Agreement") with each director and certain officers, employees
and agents of the Company. Each Indemnification Agreement provides for, among
other things: (i) indemnification to the fullest extent permitted by law against
any and all expenses, judgments, fines, penalties and amounts paid in settlement
of any claim against any indemnified party (the "Indemnitee") unless it is
determined, as provided in the Indemnification Agreement, that indemnification
is not permitted under law and (ii) prompt advancement of expenses to any
Indemnitee in connection with his or her defense against any claim.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED
This item is not applicable.
Item 8. EXHIBITS
*4.1 Restated Articles of Incorporation of the Registrant
(Incorporated herein by reference to Registration Statement
No. 33-76156).
*4.2 By-laws 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 Morris.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Counsel (included in Exhibit 5.1).
24.1 Power of Attorney (contained on the signature page hereof).
99.1 Station Casinos, Inc. 1999 Stock Compensation Program.
99.2 Form of Grant of Option.
99.3 Form of Share Award Agreement.
-----------------------------
* Incorporated by reference.
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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;
(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
Securities and Exchange Commission pursuant
to Rule 424(b) of the Securities Act 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; and
(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 (a)(1)(i) and
(a)(1)(ii) will not apply if the information required
to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability
under the Act, 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.
(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.
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(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act, (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act 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 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities
(other than 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 and will be governed by the
final adjudication of such issue.
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POWER OF ATTORNEY
The Registrant and each person whose signature appears below
hereby authorizes any agent for service named in this Registration Statement to
file one or more amendments (including, without limitation, post-effective
amendments) to this Registration Statement, which amendments may make such
changes in the Registration Statement as such agent for service deems
appropriate, and the Registrant and each such person hereby appoints any such
agent for service as attorney-in-fact to execute in the name and on behalf of
the Registrant and each such person, individually and in each capacity stated
below, any such amendments to the Registration Statement. Each person whose
signature appears below hereby ratifies and confirms all that each of the said
attorneys-in-fact, or such person's substitute or substitutes, may do or cause
to be done by virtue hereof.
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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 30th day of June 2000.
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.
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<CAPTION>
Signatures Title Date
---------- ----- ----
<S> <C> <C>
/s/ Frank J. Fertitta, III Chairman of the Board, President, June 30, 2000
------------------------------------ Chief Executive Officer and Director
Frank J. Fertitta, III
(Principal Executive Officer)
/s/ Glenn C. Christenson Executive Vice President, Chief June 30, 2000
------------------------------------ Financial Officer, Chief
Glenn C. Christenson Administrative Officer, Treasurer and
Director
(Principal Financial and Accounting
Officer)
/s/ Blake L. Sartini Executive Vice President, Chief June 30, 2000
------------------------------------ Operating Officer and Director
Blake L. Sartini
<PAGE>
/s/ Delise F. Sartini Director June 30, 2000
------------------------------------
Delise F. Sartini
/s/ Lorenzo J. Fertitta Director June 30, 2000
------------------------------------
Lorenzo J. Fertitta
Director June ___, 2000
------------------------------------
Lowell H. Lebermann, Jr.
Director June ___, 2000
------------------------------------
Richard J. Heckmann
Director June ___, 2000
------------------------------------
R. Hal Dean
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