<PAGE> 1
As filed with the Securities and Exchange Commission on June 3, 1999
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BOYD GAMING CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
NEVADA 88-0242733
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
2950 SOUTH INDUSTRIAL ROAD
LAS VEGAS, NEVADA 89109
(Address of Principal Executive Offices, Including Zip Code)
1993 DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
(Full Title of Plans)
ELLIS LANDAU
EXECUTIVE VICE PRESIDENT, TREASURER AND CHIEF FINANCIAL OFFICER
BOYD GAMING CORPORATION
2950 SOUTH INDUSTRIAL ROAD
LAS VEGAS, NEVADA 89109
(Name and Address of Agent For Service)
(702) 792-7200
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================================================================================
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED PER SHARE (1) PRICE (1) FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01 50,000 shares $5.84 $292,000 $81.18
par value per share
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
as amended, the proposed maximum offering price per share and the proposed
maximum aggregate offering price have been determined on the basis of the
average of the high and low prices reported on the New York Stock Exchange
on June 1, 1999.
In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Pursuant to General Instruction E to Form S-8 under the Securities Act
of 1933, as amended (the "Securities Act"), this Registration Statement is filed
for the purpose of registering additional securities of the same class as those
registered under the currently effective Registration Statement on Form S-1
(Registration No. 33-64006) relating to the 1993 Directors' Non-Qualified Stock
Option Plan of Boyd Gaming Corporation (the "Registrant"), and the contents of
that Registration Statement, including any amendments thereto or filings
incorporated therein, are incorporated herein by this reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are
incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, which includes audited financial statements for the
Registrant's latest fiscal year.
(b) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year covered by the audited financial statements described in
(a) above.
(c) The description of the Registrant's Common Stock contained in its
Registration Statement on Form 8-A declared effective by the Commission on
October 15, 1993, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 8. EXHIBITS.
4.4 1993 Directors' Non-Qualified Stock Option Plan, as amended.
5.1 Opinion of Morrison & Foerster LLP
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24.1 Power of Attorney (See page II-3).
II-2
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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 June 1, 1999.
BOYD GAMING CORPORATION
By: /s/ Ellis Landau
-----------------------------------
Ellis Landau
Executive Vice President, Treasurer
and Chief Financial Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Ellis
Landau and Keith Smith, and each of them, as attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Commission,
granting to said attorneys-in-fact, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them, or their 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 below by the following persons in the capacities and
on the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ William S. Boyd Chief Executive Officer May 27, 1999
- ---------------------------------------- and Chairman of the Board
William S. Boyd of Directors (principal executive officer)
/s/ Ellis Landau Executive Vice President, May 27, 1999
- ---------------------------------------- Treasurer and Chief Financial Officer
Ellis Landau (principal financial officer)
/s/ Jeff Santoro Corporate Controller May 27, 1999
- ---------------------------------------- (principal accounting officer)
Jeff Santoro
</TABLE>
II-3
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<TABLE>
<S> <C> <C>
/s/ Robert L. Boughner Director May 27, 1999
- ----------------------------------------
Robert L. Boughner
/s/ William R. Boyd Director May 27, 1999
- ----------------------------------------
William R. Boyd
- ---------------------------------------- Director , 1999
Philip Dion
/s/ Marianne Boyd Johnson Director May 27, 1999
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Marianne Boyd Johnson
- ---------------------------------------- Director , 1999
Michael O. Maffie
- ---------------------------------------- Director , 1999
Billy G. McCoy
- ---------------------------------------- Director , 1999
Warren L. Nelson
/s/ Donald D. Snyder Director May 27, 1999
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Donald D. Snyder
/s/ Perry B. Whitt Director May 27, 1999
- ----------------------------------------
Perry B. Whitt
- ---------------------------------------- Director , 1999
William G. Yates, Jr.
</TABLE>
II-4
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER DESCRIPTION SEQUENTIAL
PAGE NO.
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<S> <C> <C>
4.4 1993 Directors' Non-Qualified Stock Option Plan, as amended. 6
5.1 Opinion of Morrison & Foerster LLP. 11
23.1 Consent of Morrison & Foerster LLP (included in Exhibit 5.1). 11
23.2 Consent of Deloitte & Touche LLP. 12
24.1 Power of Attorney (See page II-5). 3-4
</TABLE>
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EXHIBIT 4.4
BOYD GAMING CORPORATION
DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
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1. ESTABLISHMENT, PURPOSE AND DEFINITIONS.
(a) There is hereby adopted the Directors' Non-Qualified Stock Option
Plan (the "Plan") of Boyd Gaming Corporation (the "Company"). The Plan is
intended to provide a means whereby eligible directors of the Company, as
described in subparagraph 3(b) hereof ("Participants"), may be given an
opportunity to purchase shares of Stock, (as defined in subparagraph 3(a)
hereof) of the Company (the "Stock") pursuant to options which are not intended
to qualify as incentive stock options under Section 422 of the Internal Revenue
Code of 1986, as amended (the "Code").
(b) The purpose of the Plan is to provide incentives to Participants
for increased efforts and successful achievements on behalf of or in the
interests of the Company while serving on the Company's Board of Directors (the
"Board") and to maximize the rewards due them for such increased efforts and
successful achievements.
(c) The term "affiliates" as used in the Plan means parent or
subsidiary corporations, as defined in Section 424(e) and (f) of the Code (but
substituting "the Company" for "employer corporation"), including parents or
subsidiaries which become such after adoption of the Plan.
2. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board or a committee (the
"Committee") appointed by the Board, under such terms and conditions as the
Board shall determine. The Committee shall consist of two or more members of the
Board or such lesser number of members of the Board as permitted by Rule 16b-3
under the Securities Exchange Act of 1934, as amended ("Rule 16b-3"). None of
the members of the Committee shall receive, while serving on the Committee, or
during the one-year period preceding appointment to the Committee, a grant or
award of equity securities under the (i) the Plan or (ii) any other plan of the
Company or its affiliates under which the participants are entitled to acquire
Stock (including restricted Stock), stock options, stock bonuses, related rights
or stock appreciation rights of the Company or any of its affiliates, other than
pursuant to transactions in any such other plan which do not disqualify a
director from being a disinterested person under Rule 16b-3. The limitations set
forth in this Section 2 shall automatically incorporate any additional
requirements that may in the future be necessary for the Plan to comply with
Rule 16b3. The Committee shall select one of its members as chairman, and shall
hold meetings at such times and places as it may determine. A majority of the
Committee shall constitute a quorum and acts of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all the members of the
Committee, shall be the valid acts of the Committee.
3. STOCK SUBJECT TO THE PLAN.
(a) Stock shall mean Common Stock, $0.01 par value, of the Company or
such stock as the Common Stock may be changed as contemplated by paragraph I
thereof. The maximum number of shares of Stock which may be granted under the
Plan should be 100,000 shares, as adjusted pursuant to paragraph 10 hereof.
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(b) An option to purchase 5,000 shares of Stock shall be granted
("Initial Grant") to each director who is not an officer or other employee of
the Company ("Non-Employee Director"), such Initial Grant to be made (i) to the
then existing Non-Employee Directors upon the closing of the Company's initial
public offering of its Stock in an underwriting pursuant to a registration
statement filed under the Securities Act of 1933 ("IPO") and (ii) to other
Non-Employee Directors elected or appointed to the Board after the IPO upon the
date each first becomes a Non-Employee Director of the Company. Thereafter, on
the date of each annual meeting of the Company's stockholders, each Non-Employee
Director who continues as a Non-Employee Director following such annual meeting
shall be granted an option to purchase 1,000 shares of Stock ("Subsequent
Grant"); provided that no Subsequent Grant shall be made to any Non-Employee
Director who has not served as a director of the Company, as of the time of such
annual meeting, for at least one year. If any option ceases to be exercisable in
whole or in part, the shares which were subject to such option but as to which
the option had not been exercised shall continue to be available under the Plan.
4. ELIGIBILITY.
All Non-Employee Directors shall be eligible to receive grants of Stock
options as provided in subparagraph 3(b) hereof.
5. EXERCISE PRICE FOR OPTIONS GRANTED UNDER THE PLAN.
The exercise price per share of Stock covered by each option shall be
the per-share fair market value of the Stock on the date the option is granted;
provided that the exercise price per share of Stock covered by options
constituting Initial Grants under subparagraph 3(b)(i) above shall be the
per-share price to the public in the IPO. The exercise price of an option
granted under the Plan shall be subject to adjustment to the extent provided in
paragraph 10 hereof.
6. TERM AND CONDITIONS OF OPTIONS.
(a) Each option granted pursuant to the Plan shall be evidenced by a
written stock option agreement executed by the Company and the person to whom
such option is granted.
(b) The stock option agreement or agreement covering Stock issued under
the Plan may contain such other terms, provisions and conditions as may be
determined by the Board and not inconsistent with the Plan. Each option granted
under the Plan shall vest and become exercisable at the rate of 25% per year on
the first day of each successive twelve-month period for a four-year period
beginning one year from the date of grant.
7. ASSIGNABILITY OF OPTIONS.
Each option to purchase Stock granted pursuant to the Plan shall,
during the Participant's lifetime, be exercisable only by the Participant, and
the option shall not be transferable by the Participant by operation of law or
otherwise other than by will or the laws of descent and distribution.
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8. PAYMENT UPON EXERCISE.
Payment of the exercise price upon exercise of any option granted under
this Plan shall be made in cash; provided, however, that the Committee, in its
sole discretion, may permit a Participant to pay the exercise price in whole or
in part (i) with shares of Stock owned by the Participant; (ii) by delivery of
the Participant's promissory note with such recourse, interest, security, and
redemption provisions as the Committee in its discretion determines appropriate;
or (iii) in any combination of the foregoing. Any Stock used to exercise options
to purchase Stock shall be valued at its fair market value on the date of the
exercise of the option.
9. WITHHOLDING TAXES.
(a) Shares of Stock issued hereunder shall be delivered to a
Participant only upon payment by such person to the Company of the amount
necessary to satisfy any income and employment tax withholding obligations which
may be imposed thereon under the provisions of the Internal Revenue Code as then
in effect or any law of any other taxing jurisdiction.
(b) The Board may, under such terms and conditions as it deems
appropriate, authorize a Participant to satisfy withholding tax obligations
under this paragraph 9 by electing to have the Company withhold from the Stock
to be issued to the Participant shares of Stock having a fair market value equal
to the amount of the income and employment tax required to be withheld.
10. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of shares issuable under the Plan, as
well as the price per share of Common Stock covered by each option under the
Plan which has not yet been exercised, shall be proportionately adjusted for any
increase or decrease in the number of issued shares of Common Stock resulting
from a stock split, reverse stock split, stock dividend (in excess of two
percent), combination or reclassification of the Common Stock, or any other
increase or decrease in the number shares of Common Stock effected without
receipt of consideration by the Company (other than an issuance of securities
under the Company's 1993 Flexible Stock Incentive Plan or any similar stock
incentive plan of the Company); provided, however, that conversion of any
convertible securities of the Company shall not be deemed to have been "effected
without receipt of consideration." Such adjustment shall be made by the Board,
whose determination in that respect shall be final, binding and conclusive.
Except as expressly provided herein, no issue by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option. Any such
adjustment in an outstanding option, however, shall be made without a change in
the total price applicable to the unexercised portion of the option but with a
corresponding adjustment in the price for each share of Stock covered by the
option.
(b) Merger, Acquisition or Dissolution. In the event of (i) a sale of
all or substantially all of the assets of the Company, (ii) the merger of the
Company with or into another corporation in which the Company is not the
surviving entity, (iii) a reverse merger in which the Company is the surviving
entity but in which securities assessing more than fifty percent (50%) of the
total combined voting power of the Company's outstanding securities are
transferred to holders different from those who held such securities immediately
prior to the merger or (iv) a dissolution or liquidation of the Company, any
outstanding option shall terminate immediately prior to the
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<PAGE> 4
consummation of such proposed action, unless otherwise determined by the Board
or unless each option is assumed or an equivalent option is substituted by the
successor corporation (or a parent or subsidiary of such successor corporation)
pursuant to option's having substantially equal value and having substantially
equivalent provisions as the options under this Plan.
11. APPROVAL, AMENDMENT AND TERMINATION OF THE PLAN.
(a) Approval. The Plan shall be adopted by the Board, and shall be
presented to the stockholders of the Company for their approval by vote at a
meeting of such stockholders duly held or by written consent in accordance with
Nevada law, such approval to be given within twelve (12) months before or after
the date of adoption hereof.
(b) Amendment. The Board, without further approval of the stockholders,
may amend the Plan at any time and from time to time in such respects as the
Board may deem advisable, subject to any stockholder or regulatory approval
required by law, and to any conditions established by the terms of such
amendment; provided that in no event shall the Plan be amended more than once
every six (6) months other than to comport with changes in the Internal Revenue
Code, The Employee Retirement Income Security Act, or the rules thereunder, or
rules promulgated by the Securities and Exchange Commission.
(c) Termination and Suspension. The Board, without further approval of
the stockholders, may at any time terminate or suspend the Plan. Any such
termination or suspension of the Plan shall not affect options already granted
hereunder and such options shall remain in full force and effect as if the Plan
had not been terminated or suspended. No option may be granted hereunder while
the Plan is suspended or after it is terminated.
Rights and obligations under any option granted hereunder while the
Plan is in effect shall not be altered or impaired by suspension or termination
of the Plan, except with the consent of the person to whom the option was
granted. An option hereunder may be terminated by agreement between the
Participant and the Company and, in lieu of the terminated option, a new option
may be granted with an exercise price which may be higher or lower than the
exercise price of the terminated option.
12. CONDITIONS UPON ISSUANCE OF STOCK.
Stock shall not be issued with respect to any option granted under the
Plan unless the exercise of such option and the issuance and delivery of such
Stock pursuant thereto shall comply with all relevant provisions of law, and the
requirements of any stock exchange upon which the Stock may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance. Inability of the Company to obtain authority from any
regulatory body having jurisdictional authority deemed by its counsel to be
necessary to the lawful issuance and sale of any Stock hereunder shall relieve
the Company of any liability in respect of the non-issuance or sale of such
Stock as to which such requisite authority shall not have been obtained.
13. RESERVATION OF SHARES.
The Company, during the term of the Plan, will at all times reserve and
keep available a number of shares of Stock as shall be sufficient to satisfy the
requirements of the Plan.
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14. ADDITIONAL RESTRICTIONS OF RULE 16B-3.
The terms and conditions of options granted hereunder to persons
subject to Section 16 of the Exchange Act shall comply with the applicable
provisions of Rule 16b-3. This Plan and the options granted hereunder shall be
deemed to contain such additional conditions and restrictions as may be required
for this Plan to qualify as a "formula plan" under Rule 16b-3 and to qualify for
the maximum exemptions from Section 16 of the Exchange Act with respect to Plan
transactions.
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EXHIBIT 5.1
June 3, 1999
Boyd Gaming Corporation
2950 South Industrial Road
Las Vegas, Nevada 89109-1100
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8
executed by you on June 1, 1999, and to be filed with the Securities and
Exchange Commission (the "SEC") in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 50,000 shares of your
common stock (the "Common Shares") issuable upon exercise of options which will
be granted pursuant to the 1993 Directors' Non-Qualified Stock Option Plan (the
"Plan").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption of the
Plan and the authorization of the issuance of the Common Shares or options to
purchase Common Shares under the Plan (the "Plan Shares") and such documents as
we have deemed necessary to render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable Common Shares.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
Boyd Gaming Corporation and Subsidiaries:
We consent to the incorporation by reference in this Registration Statement of
Boyd Gaming Corporation (the "Company") on Form S-8 of our report dated
February 15, 1999 appearing in the Annual Report on Form 10-K of the Company
for the year ended December 31, 1998.
/s/ DELOITTE & TOUCHE LLP
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DELOITTE & TOUCHE LLP
Las Vegas, Nevada
June 2, 1999
