As filed with the Securities and Exchange Commission
March 30, 1995
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SHOWBOAT, INC.
(Exact name of registrant as specified in its charter)
NEVADA 88-0090766
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2800 FREMONT STREET
LAS VEGAS, NEVADA 89104
(Address of registrant's principal executive offices, including zip code)
SHOWBOAT, INC. 1994 EXECUTIVE LONG TERM INCENTIVE PLAN
(Full title of the plan)
JOHN N. BREWER, ESQ.
JOHN C. JEPPSEN, ESQ.
KUMMER KAEMPFER BONNER & RENSHAW
SEVENTH FLOOR
2800 HOWARD HUGHES PARKWAY
LAS VEGAS, NEVADA 89109
(702) 792-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount of
Title of each class of Amount to maximum maximum Registration
Securities to be registered be offering aggregate Fee
registered price per offering
(1) share(2) price(2)
----------------------------- ---------- --------- -------------- -----------
<S> <C> <C> <C> <C>
Common Stock, $1.00 par value 2,000,000 $18.253 $36,506,000.00 $12,590.00
<FN>
(1)Represents the maximum number of shares which may be distributed
pursuant to this Registration Statement, absent recapitalization
provisions of the Plan.
(2)Computed pursuant to Rule 457(h) solely for purposes of determining
the registration fee, based upon (i) the price of the Registrant's common
stock as reported on the New York Stock Exchange on the date of grant
of restricted shares outstanding as of the date hereof (360,000 shares at
$16.75 and 41,500 shares at $14.50); (ii) the price at which
options to purchase shares outstanding as of the date hereof may be
exercised (1,106,000 shares at $20.25 per share and 156,000 shares at
$14.50) and (iii) with respect to the balance of the shares that may be sold
under the Plan, the average of the high and low sale prices of the
Registrant's common stock as reported on the New York Stock Exchange on
March 24, 1995, or $15.50 per share.
</FN>
</TABLE>
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Showboat, Inc. (the
"Company") with the Securities and Exchange Commission (the
"Commission") are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1994, including all amendments; and
(b) The description of the Company's common stock, $1.00
par value (the "Common Stock"), set forth under the caption
"Description of Registrant's Securities to be Registered" in the
Company's Registration Statement on Form 8, Amendment No. 1, as
filed with the Commission on July 7, 1992, and all amendments and
reports filed thereafter for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 ("Exchange Act") prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which de-registers all securities
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of
such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the issuance of the securities offered
hereby is being passed upon for the Company by Kummer Kaempfer
Bonner & Renshaw, Las Vegas, Nevada. H. Gregory Nasky, of
counsel to the law firm of Kummer Kaempfer Bonner & Renshaw, is a
Director and Secretary of the Company. John N. Brewer, a member
of the law firm of Kummer Kaempfer Bonner & Renshaw, is an
Assistant Secretary of the Company.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
ARTICLES OF INCORPORATION. Section 78.037 of the Nevada
Revised Statutes and Article XI of the Company's Articles of
Incorporation contain provisions that eliminate or limit, in
certain situations, the personal liability of a director or
officer of the Company. The Articles of Incorporation provide
that a director or officer of the Company will not be personally
liable to the Company or its shareholders for breach of his
fiduciary duty as a director or officer, but Article XI does not
eliminate or limit the director's or officer's liability for: (i)
acts or omissions which involve intentional misconduct, fraud or
a knowing violation of law; or (ii) the unlawful payment of
distributions.
BYLAWS. Section 78.751 of the Nevada Revised Statutes and
Article VIII of the Company's Bylaws contain provisions for the
indemnification of directors, officers, employees or agents of
the Company. The Company's Bylaws provide that the Company shall
indemnify any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a
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director, officer, employee or agent of the Company or is or was
serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint
venture, trust or other enterprise. Such indemnification may be
against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by
such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner which the
individual reasonably believed to be in or not opposed to, the
best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe such
person's conduct was unlawful. Where the action or suit for which
indemnification is sought is one brought by or in the name of the
Company to procure a judgment in the Company's favor, no
indemnification shall be made in respect to any claim, issue, for
matter as to which such person has been adjudged to be liable or
negligent in the performance of such person's duty to the Company
unless and only to the extent that the court in which such action
or suit was brought shall determine upon application that, in
view of all the circumstances of the case, such person is fairly
and reasonably entitled to indemnification, despite the
adjudication of liability.
The indemnification discussed above shall only be made where
a determination is made that such indemnification is proper in
the circumstances because such person has met the applicable
standard of conduct discussed above. Such determination is to be
made (1) by a majority vote of a quorum of disinterested members
of the Board of Directors, (2) by independent legal counsel in a
written opinion, if such a quorum does not exist or if the
disinterested members of the Board of Directors so direct, or (3)
by the shareholders.
To the extent that a director, officer, employee or agent of
the Company has been successful on the merits or otherwise in
defense of any action, suit or proceeding of the type discussed
above, the Bylaws state that such person shall be indemnified
against expenses, including attorneys' fees, actually and
reasonably incurred by him in connection with such defense.
Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the Company in advance of the
final disposition of such action, suit or proceeding as
authorized by the Board of Directors upon receipt of an
undertaking by or on behalf of the director, officer, employee or
agent to repay such amount unless it shall be ultimately
determined that he is entitled to indemnification by the Company
as authorized by the Bylaws.
The indemnification described above does not exclude any
other rights to which a person seeking indemnification may be
entitled under any agreement, vote of shareholders or
disinterested directors under the Articles of Incorporation or
Bylaws, if amended to so provide in the future or otherwise, and
the above right shall continue as to a person who has ceased to
be a director, officer, employee or agent and shall inure to the
benefit of the heirs, executors, and administrators of such
person.
The Company's Bylaws also indemnify the spouses of the
Company's directors and officers for such director's or officer's
acts if such spouses were or are a party or threatened to be made
a party to any threatened, pending or completed action, suit or
proceeding due to the fact that they are married to a director or
officer of the Company. Each spouse's indemnification rights are
governed by Article VIII of the Bylaws.
INDEMNIFICATION AGREEMENTS. The Company has entered into
indemnification agreements with each member of the Board of
Directors and certain officers of the Company (individually, an
"Indemnified Person"). Each agreement provides that the Company
will hold harmless and indemnify such Indemnified Person in
certain specified instances and, in any event, to the fullest
extent authorized or permitted by law. However, no such specified
indemnity shall be paid by the Company if payment is actually
made to such Indemnified Person under an insurance policy (except
in the event that an award is in excess of the insured amount, in
which case the payment may be made for such excess); aggregate
losses do not exceed $1,000; the Indemnified Person is
indemnified by the Company otherwise than pursuant to the
indemnity agreement; a judgment is rendered against such
Indemnified Person for the payment of dividends or other
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distributions in violation of Section 78.300 of the Nevada
Revised Statutes, as amended; a judgment is rendered against such
Indemnified Person for "short swing" profits pursuant to Section
16(b) of the Securities Exchange Act of 1934, as amended, or
similar state and local laws; such Indemnified Person's conduct
is finally adjudged by a court of competent jurisdiction to have
involved intentional misconduct, fraud or a knowing violation of
the law and such conduct was material to the cause of action; a
judgment is rendered against such person by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, and the
court determines that such Indemnified Person is not entitled to
indemnity; or, except as otherwise provided in such agreement,
the Indemnified Person initiates or maintains an action against
the Company or the Company's directors, of officers, employees or
other agents.
All agreements and obligations of the Company contained in
the indemnity agreement shall continue during the period the
person is serving in such position and shall continue so long as
such person shall be subject to any possible claim or threatened,
pending or completed action, suit or proceeding.
ITEM 7. EXEMPTIONS FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
EXHIBIT
NUMBER DESCRIPTION
4.01 Specimen Common Stock Certificate for the Company's
Common Stock is incorporated herein by reference from
Amendment No. 1 to the Company's Registration Statement
on Form S-3 filed July 8, 1994 (file no. 33-54325),
Item 16, Exhibit 4.01.
4.02 Showboat, Inc. 1994 Executive Long Term Incentive Plan
is incorporated herein by reference from the Company's
Form 10-K for the Year Ended December 31, 1994, Part
IV, Item 14(a)(3), Exhibit 10.37.
4.03 Indenture relating to the 9 1/4% First Mortgage Bonds
Due 2008, including form of Bond, is incorporated herein
by reference from the Company's Form 8-K dated May 18,
1993, Item 5, Exhibit 28.01. First Supplemental
Indenture to the 9 1/4% First Mortgage Bonds Due 2008
is incorporated herein by reference from the Company's
Form 10-K for the Year Ended December 31, 1994, Part
IV, Item 14(a)(c), Exhibit 4.02.
4.04 Indenture relating to the 13% Senior Subordinated Notes
due 2009, including form of Note, is incorporated by
reference from the Company's Form 8-K dated August 10,
1994, Item 5, Exhibit 28.01.
5.01 Opinion of Kummer Kaempfer Bonner & Renshaw re:
legality of the securities being registered.
23.01 Consent of KPMG Peat Marwick LLP.
23.02 Consent of Kummer Kaempfer Bonner & Renshaw included in
Exhibit 5.01.
24.01 Power of Attorney (included on the signature page
hereto).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which the offers or
sales are being made, a post-effective amendment to this
registration statement 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.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933 (the "Securities 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; 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.
(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 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.
(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 Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities
(other than the payment of 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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SIGNATURES
Pursuant to the requirements of the Securities Act, the
registrant certifies that it has reasonable grounds to believe
that it meets all 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 March 28, 1995.
SHOWBOAT, INC.
By:
J. Kell Houssels, III
President and Chief Executive
Officer
(Principal Executive Officer)
POWER OF ATTORNEY
The undersigned directors and officers of Showboat, Inc.
hereby appoint Leann Schneider or John N. Brewer as attorney-in-
fact for the undersigned, with full power of substitution, for
and in the name, place and stead of the undersigned, to sign and
file with the Securities and Exchange Commission under the
Securities Act any and all amendments (including post-effective
amendments) and exhibits to this registration statement and any
and all applications and other documents to be filed with the
Securities and Exchange Commission pertaining to the registration
of the securities covered hereby, with full power and authority
to do and perform any and all acts and things whatsoever
requisite and necessary or desirable, hereby ratifying and
confirming all that said attorney-in-fact, or his substitute or
substitutes, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act, this
registration statement has been signed by the persons in the
capacities and on the date indicated.
Signers Title Date
Chairman of the March 28, 1995
/s/J.K. Houssels Board
J.K. Houssels
Director, President March 28, 1995
/s/ J. Kell Houssels,III and
J.Kell Houssels, III Chief Executive
Officer
(Principal Executive
Officer)
Vice President- March 28, 1995
/s/Leann Schneider Finance
Leann Schneider and Chief Financial
Officer
(Principal Financial
Officer and
Principal Accounting
Officer)
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/s/William C. Richardson Director March 28, 1995
William C. Richardson
/s/John D. Gaughan Director March 28, 1995
John D. Gaughan
/s/Jeanne S. Stewart Director March 28, 1995
Jeanne S. Stewart
/s/Frank A. Modica Director March 28, 1995
Frank A. Modica
Director and March 28, 1995
/s/H. Gregory Nasky Secretary
H. Gregory Nasky
/s/George A. Zettler Director March 28, 1995
George A. Zettler
Director
Carolyn M. Sparks
7
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EXHIBIT INDEX
EXHIBIT DESCRIPTION SEQUENTIAL
NUMBER PAGE
NUMBER
4.01 Specimen Common Stock Certificate for the
Company's Common Stock is incorporated herein
by reference from Amendment No. 1 to the
Company's Registration Statement on Form S-3
filed July 8, 1994 (file no. 33-54325), Item
16, Exhibit 4.01.
4.02 Showboat, Inc. 1994 Executive Long Term
Incentive Plan is incorporated herein by
reference from the Company's Form 10-K for the
Year Ended December 31, 1994, Part IV, Item
14(a)(3), Exhibit 10.37.
4.03 Indenture relating to the 9 1/4% First Mortgage
Bonds Due 2008, including form of Bond, is
incorporated herein by reference from the
Company's Form 8-K dated May 18, 1993, Item 5,
Exhibit 28.01. First Supplemental Indenture to
the 9 1/4% First Mortgage Bonds Due 2008 is
incorporated herein by reference from the
Company's Form 10-K for the Year Ended December
31, 1994, Part IV, Item 14(a)(3), Exhibit 4.02.
4.04 Indenture relating to the 13% Senior
Subordinated Notes Due 2009, including form of
Note, is incorporated by reference from the
Company's Form 8-K dated August 10, 1995, Item
5, Exhibit 28.01.
5.01 Opinion of Kummer Kaempfer Bonner & Renshaw re: 9
legality of the securities being registered.
23.01 Consent of KPMG Peat Marwick LLP. 10
23.02 Consent of Kummer Kaempfer Bonner & Renshaw
included in Exhibit 5.01.
24.01 Power of Attorney (included on the signature
page hereto).
8
March 30, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20001
Re: Showboat, Inc.
1994 Executive Long Term Incentive Plan
("1994 LTIP")
Registration Statement on Form S-8
Registration No. 33-_________
Gentlemen:
As counsel to Showboat, Inc., a Nevada corporation (the
"Company"), we are rendering this opinion in connection with the
registration by the Company of 2,000,000 shares of Common Stock,
$1.00 par value (the "Shares"), of the Company and the proposed
sale thereof.
We have examined all instruments, documents and records
which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have
assumed the genuineness of all signatures and the authenticity of
all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.
Based on such examination and subject to the
limitations hereinabove provided, we are of the opinion that the
Company has the full power and authority under the laws of the
state of Nevada, and under its Articles of Incorporation and
Bylaws, as amended, to issue the Shares and that such Shares are
validly authorized Shares of Common Stock of the Company, and
when issued in accordance with the 1994 LTIP, will be legally
issued, fully paid and not assessable and not subject to any
preemptive or similar rights.
We hereby consent to the filing of the foregoing
opinion as an exhibit to the above-referenced Registration
Statement filed with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, and to the use of our
name in such Registration Statement and in the related Prospectus
under the heading "Legal Matters."
Very truly yours,
KUMMER KAEMPFER BONNER & RENSHAW
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Showboat, Inc.
We consent to the use of our report incorporated by reference herein.
Our report refers to a change in method of accounting to adopt the provisions
of the Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 109, ACCOUNTING FOR INCOME TAXES.
/s/KPMG PEAT MARWICK LLP
Las Vegas, Nevada
March 30, 1995
