S-8
S-8 REG STMT-1997
As filed with the Securities and Exchange Commission
on August 25, 1997
File No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERISTAR CASINOS, INC.
(Exact Name of Registrant as specified in its Charter)
NEVADA 88-0304799
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
3773 HOWARD HUGHES PARKWAY
SUITE 490 SOUTH
LAS VEGAS, NEVADA 89109
(Address of Principal Executive Offices) (Zip Code)
AMERISTAR CASINOS, INC.
MANAGEMENT STOCK OPTION INCENTIVE PLAN
(Full Title of the Plan)
CRAIG H. NEILSEN
AMERISTAR CASINOS, INC.
3773 HOWARD HUGHES PARKWAY
SUITE 490 SOUTH
LAS VEGAS, NEVADA 89109
(Name and Address of Agent for
Service)
(702) 567-7000
(Telephone Number, including Area
Code, of Agent for Service)
Please send copies of all correspondence to:
GORDON R. KANOFSKY, ESQ.
SANDERS, BARNET, GOLDMAN, SIMONS & MOSK
A PROFESSIONAL CORPORATION
1901 AVENUE OF THE STARS, SUITE 850
LOS ANGELES, CALIFORNIA 90067-6078
(310) 551-8407
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Amount to be Maximum Maximum Amount of
Securities Registered Offering Aggregate Registration
to be Price per Offering Fee
Registered Share Price
Common Stock, 600,000 $4.84(2) $2,904,000 $880.00
$.01 par shares(1)
value
(1) Includes an indeterminable number of shares which may be
issued as a result of anti-dilution provisions set forth in
the stock option incentive plan to which this Registration
Statement relates.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to clauses (c) and (h) of Rule
457, based upon the average of the high and low prices for
the Registrant's Common Stock as reported on the Nasdaq-NMS
Market on August 21, 1997.
<PAGE>
EXPLANATORY NOTE
This Registration Statement relates to an amendment
of the Ameristar Casinos, Inc. Management Stock Option
Incentive Plan that increased the aggregate number of shares
of common stock authorized for issuance thereunder from
1,000,000 to 1,600,000. Of such shares, 1,000,000 have
already been registered pursuant to a Registration Statement
on Form S-8 (File No. 33-83378), which was filed with the
Commission on August 29, 1994 (the "1994 Registration
Statement"). This Registration Statement, therefore,
relates to the remaining 600,000 shares that may be issued
pursuant to such plan. The contents of the 1994
Registration Statement are hereby incorporated by reference.
The Items below contain information required in this
Registration Statement that was not included in the 1994
Registration Statement or that has been updated since the
filing of the 1994 Registration Statement.
<PAGE>PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 6.Indemnification of Directors and Officers.
Subsection 1 of Section 78.751 of the Nevada Revised
Statutes (the "Nevada Law") empowers a corporation to
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 (other than an action by or
in the right of the corporation) by reason of the fact that
he or she is or was a director, officer, employee or agent
of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of
another corporation or enterprise (an "Indemnified Party"),
against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably
incurred by the Indemnified Party in connection with such
action, suit or proceeding if the Indemnified Party acted in
good faith and in a manner the Indemnified Party reasonably
believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or
proceedings, had no reasonable cause to believe the
Indemnified Party's conduct was unlawful.
Subsection 2 of Section 78.751 of the Nevada Law
empowers a corporation to indemnify any Indemnified Party
who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its
favor by reason of the fact that such person acted in the
capacity of an Indemnified Party against expenses, including
amounts paid in settlement and attorneys' fees, actually and
reasonably incurred by the Indemnified Party in connection
with the defense or settlement of such action or suit if the
Indemnified Party acted under standards similar to those set
forth above, except that no indemnification may be made in
respect of any claim, issue or matter as to which the
Indemnified Party shall have been adjudged to be liable to
the corporation or for amounts paid in settlement to the
corporation unless and only to the extent that the court in
which such action or suit was brought determines upon
application that despite the adjudication of liability the
Indemnified Party is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Section 78.751 of the Nevada Law further provides:
that to the extent an Indemnified Party has been successful
in the defense of any action, suit or proceeding referred to
in subsection (1) or (2) or in the defense of any claim,
issue or matter therein, the Indemnified Party shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by the Indemnified Party in
connection therewith; that indemnification provided for by
Section 78.751 shall not be deemed exclusive of any other
rights to which the Indemnified Party may be entitled; that
indemnification, unless ordered by the court or for the
advancement of certain expenses, may not be made to or on
behalf of any director or officer of the corporation if a
final adjudication establishes that his or her acts or
omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause
of action; and that the scope of indemnification shall
continue as to an Indemnified Party who has ceased to hold
one of positions specified above, and to his or her heirs,
executors and administrators.
Section 78.752 of the Nevada Law empowers a
corporation to purchase and maintain insurance on behalf of
an Indemnified Party against any liability (other than
intentional misconduct, fraud or a knowing violation of the
law, except for advancement of expenses or if ordered by a
court) asserted against such person or incurred by such
person in his or her capacity as an Indemnified Party or
arising out of such person's status as an Indemnified Party
whether or not the corporation would have the power to
indemnify such person against such liabilities under
Section 78.751.
The Articles of Incorporation of the Registrant
provide that the personal liability of its directors and
officers for damages for breach of fiduciary duty shall be
limited to the maximum extent permitted under the Nevada Law
and that any repeal or modification of such provision shall
be prospective only.
<PAGE>
The Bylaws of the Registrant provide for
indemnification of Indemnified Parties substantially
identical in scope to that permitted under Section 78.751 of
the Nevada Law. Such Bylaws provide that the expenses of
directors and officers of the Registrant incurred in
defending any action, suit or proceeding, whether civil,
criminal, administrative or investigative, must be paid by
the Registrant as they are incurred and in advance of the
final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of such director
or officer to repay all amounts so advanced if it is
ultimately determined by a court of competent jurisdiction
that the director or officer is not entitled to be
indemnified by Ameristar.
The Registrant has a contract for insurance coverage
under which the Registrant and certain Indemnified Parties
(including the directors and officers of the Registrant) are
indemnified under certain circumstances with respect to
litigation and other costs and liabilities arising out of
actual or alleged misconduct of such Indemnified Parties.
In addition, the Registrant has entered into indemnification
agreements with its directors and officers that require the
Registrant to indemnify such directors and officers to the
fullest extent permitted by applicable provisions of Nevada
law, subject to amounts paid by insurance.
Section 3(d) of the stock option incentive plan to
which this Registration Statement related requires the
Registrant to indemnify its directors and officers against
any and all liabilities, costs and expenses incurred by such
persons as a result of any act, or omission to act, in
connection with the performance of such persons' duties,
responsibilities and obligations under such plan, other than
such liabilities, costs and expenses as may result from the
negligence, bad faith, willful misconduct or criminal acts
of such persons.
The above-described provisions relating to the
indemnification of directors and officers are sufficiently
broad to permit the indemnification of such persons in
certain circumstances against liabilities (including
reimbursement of expenses incurred) arising under the
Securities Act of 1993.
Item 8.Exhibits.
5.1 Opinion of Schreck Morris.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Schreck Morris (contained in
Exhibit 5.1).
24.1 Power of Attorney (see page S-1).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of
1933, as amended, the undersigned registrant certifies that
it has reasonable grounds to believe 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 August 25, 1997.
AMERISTAR CASINOS, INC.
(Registrant)
By: /s/ CRAIG H. NEILSEN
Craig H. Neilsen
Chairman of the Board,
President and
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below
constitutes and appoints Craig H. Neilsen, John R. Spina and
Thomas M. Steinbauer, or any of them, jointly and severally,
his/her true and lawful attorneys-in-fact and agents, with
full powers of substitution and resubstitution, for him/her
and in his/her name, place and stead, in any and all
capacities, to do any and all things and to execute any and
all instruments which said attorneys-in-fact and agents deem
necessary or advisable to enable Ameristar Casinos, Inc. to
comply with the Securities Act of 1933, as amended, and any
rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof in connection with
this Registration Statement to the same extent that he/she
could do in person, including specifically, but without
limiting the generality of the foregoing, the power and
authority to sign his/her name on any and all amendments
(including post-effective amendments) to this Registration
Statement, and to file the same with all exhibits to, and
other documents in connection with, this Registration
Statement with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act
of 1933, as amended, this Registration Statement has been
signed below by the following persons in the capacities and
on the dates indicated.
SIGNATURE NAME AND TITLE DATE
Craig H. Neilsen,
Chairman of the Board,
/s/ CRAIG H. NEILSEN President and Chief August 25, 1997
Executive Officer
(principal executive
officer)
Thomas M. Steinbauer,
Senior Vice President of
Finance (principal
/s/ THOMAS M. financial officer and August 25, 1997
STEINBAUER principal accounting
officer) and Director
/s/ JOHN R. SPINA John R. Spina, Director August 25, 1997
/s/ PAUL I. CORDDRY Paul I. Corddry, August 25, 1997
Director
/s/ LARRY A. HODGES Larry A. Hodges, August 25, 1997
Director
<PAGE>
On this 25th of August 1997, Craig H. Neilsen directed
Chris Hinton, in his presence as well as our own, to sign
the foregoing document as "Craig H. Neilsen." Upon viewing
the signatures as signed by Chris Hinton and in our
presence, Craig H. Neilsen declared to us that he adopted
them as his own signatures.
/s/ ANITA JACOBSON
Witness
/s/ DIANE FOSTER
Witness
STATE OF NEVADA )
):ss.
COUNTY OF CLARK )
I, Janice S. Lupton, Notary Public in and for said
county and state, do hereby certify that Craig H. Neilsen
personally appeared before me and is known or identified to
me to be the chairman of the board, president and chief
executive officer of Ameristar Casinos, Inc., the
corporation that executed the within instrument or the
person who executed the instrument on behalf of said
corporation. Craig H. Neilsen, who being unable due to
physical incapacity to sign his name or offer his mark, did
direct Chris Hinton, in his presence, as well as my own, to
sign his name to the foregoing document. Craig H. Neilsen,
after viewing his name as signed by Chris Hinton, thereupon
adopted the signatures as his own by acknowledging to me his
intention to so adopt as if he had personally executed the
same both in his individual capacity and in behalf of said
corporation, and further acknowledged to me that such
corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and
official seal this 25th day of August 1997.
/s/ JANICE S. LUPTON
Notary Public
My Commission Expires: October 23, 2000
Residing at: Henderson, Nevada
<PAGE>
EXHIBIT INDEX
No. Description of Exhibit Method of Filing
5.1 Opinion of Schreck Morris Filed electronically
herewith
23.1 Consent of Arthur Andersen Filed electronically
LLP herewith
23.2 Consent of Schreck Morris Contained in Exhibit 5.1
24.1 Power of Attorney (see page Filed electronically
S-1) herewith
EXHIBIT 5.1
SCHRECK MORRIS
Attorneys at Law
600 East Charleston Blvd.
Las Vegas, Nevada 89104
(702) 382-2101
Fax: (702) 382-8135
August 25, 1997
Ameristar Casinos, Inc.
3773 Howard Hughes Parkway
Suite 490 South
Las Vegas, Nevada 89109
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have acted as special Nevada counsel for Ameristar
Casinos, Inc., a Nevada corporation (the "Company") in
connection with the registration under the Securities Act of
1933, as amended (the "Act"), of an aggregate of an
additional 600,000 shares of the Company's Common Stock, par
value $.01 per share (the "Shares") issuable under the
Company's Management Stock Option Incentive Plan, as amended
(the "Plan"), pursuant to the Company's Registration
Statement on Form S-8 (the "Registration Statement") to be
filed with the Securities and Exchange Commission (the
"Commission"). The Company has previously registered
1,000,000 shares of the Company's Common Stock issuable
under the Plan pursuant to a Registration Statement on Form
S-8 (File No. 33-83378) (the "1994 Registration Statement")
which was filed with the Commission on August 29, 1994.
In rendering the opinions hereinafter expressed, 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 documents, records,
agreements and other instruments, including the Registration
Statement and the 1994 Registration Statement, and we have
obtained from officers and agents of the Company and from
public officials, and have relied upon, such certificates,
representations and assurances, as we have deemed necessary
and appropriate for the purpose of this opinion.
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,
(ii) each natural person executing any such instrument,
document, or agreement is legally competent to do so, (iii)
all documents submitted to us as originals are authentic,
the signatures on all documents that we examined are
genuine, and all documents submitted to us as certified,
conformed, photostatic or facsimile copies conform to the
original document, and (iv) 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 and other information that we deem relevant,
we are of the opinion that the Shares have been duly
authorized and, when and to the extent the Shares are issued
and sold in accordance with the Plan, the Shares will be
validly issued, fully paid and non-assessable.
We are qualified to practice law in the State of
Nevada. The opinions set forth herein are expressly limited
to the laws of the State of Nevada and we do not purport to
be experts on, or to express any opinion herein concerning,
or to assume any responsibility as to the applicability to
or the effect on any of the matters covered herein of, the
laws of any other jurisdiction. 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.
<PAGE>
We hereby consent to this filing of this opinion 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 Act or the rules and
regulations of the Commission promulgated thereunder.
Yours very truly,
SCHRECK MORRIS
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 14, 1997 (except with
respect to the matters discussed in Note 12, as to which the
date is June 20, 1997), included in Ameristar Casinos,
Inc.'s Annual Report on Form 10-K/A-2 for the year ended
December 31, 1996 and to all references to our firm included
in this Registration Statement.
ARTHUR ANDERSEN LLP
August 22, 1997
Las Vegas, Nevada
