As filed with the Securities and Exchange Commission on June 6, 1997
Registration No. [ ]
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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RIVIERA HOLDINGS CORPORATION
(Exact name of registrant as specified in its charter)
Nevada 88-0296885 88-0296885
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2901 Las Vegas Boulevard South, Las Vegas, Nevada 89109
(Address of principal executive offices)
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Riviera Holdings Corporation 1993 Stock Option Plan
Riviera Holdings Corporation Stock Purchase Plan
Riviera Holdings Corporation Nonqualified Stock Option Plan for
Non-Employee Directors Riviera Holdings Corporation Stock Compensation
Plan for Directors Serving on the Compensation Committee
(Full title of the Plans)
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William L. Westerman
Chairman of the Board, Chief Executive Officer and President
Riviera Holdings Corporation
2901 Las Vegas Boulevard South
Las Vegas, Nevada 89109
Telephone: (702) 734-5110
(Name, address, and telephone number, including area code, of agent for service)
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Copy to:
Fredric J. Klink, Esq.
Dechert Price & Rhoads
30 Rockefeller Plaza
New York, New York 10112
(212) 698-3500
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<TABLE>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C> <C>
Amount Proposed Proposed Maximum
Title of to be Maximum Offering Aggregate Offering Amount of
Securities to be Registered Registered(1) Price Per Share(2) Price(2) Registration Fee(2)
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Common Stock 520,000 shares $13 5/16(2) $6,922,500(2) $2,097.73(2)
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</TABLE>
(1) This Registration Statement on Form S-8 relates to an additional 520,000
shares of common stock, par value $.001 per share, of the Registrant (the
"Common Stock") issuable under the Riviera Holdings Corporation 1993 Stock
Option Plan. See "Incorporation by Reference" with respect to the Registrant's
Registration Statement on Form S-8 (Registration No. 333-03631) filed on June 2,
1997 and relating to 880,000 shares of Common Stock.
(2) Pursuant to Rule 457(h)(1) of the Securities Act of 1933, the proposed
maximum offering price per share, the proposed maximum aggregate offering price
and the amount of the registration fee are based upon the average of the daily
high and low prices of the Registrant's Common Stock on the American Stock
Exchange on June 2, 1997. Further, the amount of the registration fee relates
only to the additional 520,000 shares of Common Stock issuable under the Riviera
Holdings Corporation 1993 Stock Option Plan being registered pursuant to this
Registration Statement on Form S-8.
<PAGE>
INCORPORATION BY REFERENCE
The contents of Registration Statement on Form S-8 (Registration No.
333-03631) relating to (i) 480,000 shares of common stock, par value $.001 per
share, of the Registrant (the "Common Stock") under the Riviera Holdings
Corporation 1993 Stock Option Plan, (ii) 300,000 shares of Common Stock under
the Riviera Holdings Corporation Stock Purchase Plan, (iii) 50,000 shares of
Common Stock under the Riviera Holdings Corporation Nonqualified Stock Option
Plan for Non-Employee Directors and (iv) 50,000 shares of Common Stock under the
Riviera Holdings Corporation Stock Compensation Plan for Directors Serving on
the Compensation Committee, which was filed with the Securities and Exchange
Commission on May 13, 1996, is incorporated herein by reference. This
Registration Statement on Form S-8 relates to an additional 520,000 shares of
Common Stock issuable under the Riviera Holdings Corporation 1993 Stock Option
Plan.
<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 the City of Las Vegas, State of Nevada, on this 6th day of June,
1997.
RIVIERA HOLDINGS CORPORATION
By: /s/William L. Westerman
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William L. Westerman
Chief Executive Officer and President
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 2, 1997.
Signature Title
/s/ William L. Westerman Chairman of the Board, Chief
William L. Westerman Executive Officer, President and
Director (Principal
Executive Officer)
/s/ Duane R. Krohn Treasurer (Principal Financial and
Duane R. Krohn Accounting Officer)
/s/ Robert R. Barengo Director
Robert R. Barengo
/s/ William Friedman Director
William Friedman
/s/ Philip P. Hannifin Director
Philip P. Hannifin
