As filed with the Securities and Exchange Commission on March 31, 2000
Registration Statement 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 (I.R.S. Employer
Incorporation or Organization) Identification No.)
3773 Howard Hughes Parkway
Suite 490 South
Las Vegas, Nevada 89109
(Address of Principal Executive Offices) (Zip Code)
1999 Stock Incentive Plan
(Full Title of the Plan)
Craig H. Neilsen
President, Chairman of the Board and Chief Executive Officer
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)
Calculation of Registration Fee
Title of Proposed Proposed
Each Class Amount To Be Maximum Maximum Amount of
Of Registered Offering Aggregate Registration
Securities (1) Price Offering Fee (1)(2)
To Be Per Unit (2) Price (1)(2)
Registered
Common 2,600,000 $ 3.77 $ 9,802,000 $ 2,588
Stock, $0.01
par value
(1) The number of shares of Common Stock is the maximum number of shares
available for distribution under the 1999 Stock Incentive Plan of
Registrant. This Registration Statement also covers such
indeterminable number of shares as may become issuable as a result of
anti-dilution provisions set forth in the Plan.
(2) Calculated solely for the purpose of determining the registration fee
and based upon $3.77 per share of the Common Stock, representing the
average of the high and low sale prices of the Common Stock on March
27, 2000 as reported by NASDAQ.
EXPLANATORY NOTE
This Registration Statement relates to up to 2,600,000
shares of the Common Stock, $0.01 par value, of Ameristar
Casinos, Inc., a Nevada corporation (the "Registrant"), that are
available for distribution under the 1999 Stock Incentive Plan of
Registrant (the "Plan"). The Plan provides for awards in the
form of restricted stock and/or stock options (including both
incentive and non-qualified stock options). The maximum number
of shares available for distribution under the Plan is subject to
adjustment as a result of certain anti-dilution provisions in the
Plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this
Registration Statement the following documents:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999; and
(b) The description of the Common Stock contained in
Registrant's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Securities Exchange Act of 1934, as amended.
All documents subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934, as amended, 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 in this
Registration Statement and to be part hereof from the date of
filing of such documents. Any statement contained in a document
incorporated or deemed to be 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 subsequently filed document which also is deemed
to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Subsection 1 of Section 78.037 of the Nevada Revised
Statutes (the "Nevada Law") empowers a corporation to eliminate
or limit the personal liability of a director or officer to the
corporation or its stockholders for damages for breach of
fiduciary duty as a director or officer, but such a provision
must not eliminate or limit the liability of a director or
officer for (a) acts or omissions which involve intentional
misconduct, fraud or a knowing violation of law or (b) the
payment of distributions in violation of Section 78.300 of the
Nevada Law.
The Articles of Incorporation of Registrant limit the
personal liability of its directors and officers for damages for
breach of fiduciary duty in a manner identical in scope to that
permitted under the Nevada Law. The Articles of Incorporation of
Registrant also provide that any repeal or modification of that
provision shall apply prospectively only.
Subsection 1 of Section 78.7502 of 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, partnership, joint venture, trust or other
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 78.7502 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 in view of all the circumstances the Indemnified
Party is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper.
Section 78.7502 of the Nevada Law further provides that to
the extent an Indemnified Party has been successful on the merits
or otherwise in the defense of any action, suit or proceeding
referred to in subsection (1) or (2) described above or in the
defense of any claim, issue or matter therein, the corporation
shall indemnify the Indemnified Party against expenses (including
attorneys' fees) actually and reasonably incurred by the
Indemnified Party in connection therewith.
Subsection 1 of Section 78.751 of the Nevada Law provides
that any discretionary indemnification under Section 78.7502 of
the Nevada Law, unless ordered by a court or advanced pursuant to
Subsection 2 of Section 78.751, may be made by a corporation only
as authorized in the specific case upon a determination that
indemnification of the Indemnified Person is proper in the
circumstances. Such determination must be made (a) by the
stockholders, (b) by the board of directors of the corporation by
majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding, (c) if a majority vote
of a quorum of such disinterested directors so orders, by
independent legal counsel in a written opinion, or (d) by
independent legal counsel in a written opinion if a quorum of
such disinterested directors cannot be obtained.
Subsection 2 of Section 78.751 of the Nevada Law provides
that a corporation's articles of incorporation or bylaws or an
agreement made by the corporation may require the corporation to
pay as incurred and in advance of the final disposition of a
criminal or civil action, suit or proceeding, the expenses of
officers and directors in defending such action, suit or
proceeding upon receipt by the corporation of an undertaking by
or on behalf of the officer or director to repay the amount if it
is ultimately determined by a court that he is not entitled to be
indemnified by the corporation. Said Subsection 2 further
provides that the provisions of that Subsection 2 do not affect
any rights to advancement of expenses to which corporate
personnel other than officers and directors may be entitled under
contract or otherwise by law.
Subsection 3 of Section 78.751 of the Nevada Law provides
that indemnification and advancement of expenses authorized in or
ordered by a court pursuant to said Section 78.751 does not
exclude any other rights to which the Indemnified Party may be
entitled under the articles of incorporation or any by-law,
agreement, vote of stockholders or disinterested directors or
otherwise, for either an action in his official capacity or in
another capacity while holding his office. However,
indemnification, unless ordered by a court pursuant to Section
78.7502 or for the advancement of expenses under Subsection 2 of
Section 78.751 of the Nevada Law, 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. Additionally,
the scope of such indemnification and advancement of expenses
shall continue as to an Indemnified Party who has ceased to hold
one of positions specified above, and shall inure to the benefit
of his or her heirs, executors and administrators.
Section 78.752 of the Nevada Law empowers a corporation to
purchase and maintain insurance or make other financial
arrangements on behalf of an Indemnified Party for any liability
asserted against such person and liabilities and expenses
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 has the authority to
indemnify such person against such liability and expenses.
The Bylaws of Registrant provide for indemnification of
Indemnified Parties substantially identical in scope to that
permitted under the Nevada Law. Such Bylaws provide that the
expenses of directors and officers of Registrant incurred in
defending any action, suit or proceeding, whether civil,
criminal, administrative or investigative, must be paid by
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 Registrant.
Registrant has a contract for insurance coverage under which
Registrant and certain Indemnified Parties (including the
directors and officers of 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, Registrant has entered
into indemnification agreements with its directors and officers
that require Registrant to indemnify such directors and officers
to the fullest extent permitted by applicable provisions of
Nevada law, subject to amounts paid by insurance.
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 1933.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit 5.1 Opinion of Schreck Morris.
Exhibit 23.1 Consent of Arthur Andersen LLP, independent
auditors.
Exhibit 23.2 Consent of Schreck Morris (contained in
Exhibit 5.1).
Exhibit 24.1 Power of Attorney (contained in signature
page).
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 of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this
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 this Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
shall not apply if the information required to be included
in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934 that are incorporated
by reference into this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of
1933, each filing of the Registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to
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 of 1933 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 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 indemnifica
tion by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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 March 29, 2000.
AMERISTAR CASINOS, INC.
By: /s/ Craig H.Neilsen
Craig H. Neilsen, President,
Chairman of the Board and Chief
Executive Officer
POWER OF ATTORNEY: Each person whose signature appears below
constitutes and appoints Craig H. Neilsen and Thomas M.
Steinbauer, or either of them, jointly and severally, his true
and lawful attorneys-in-fact and agents, with full powers of
substitution and resubstitution, for him and in his 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 could do in person, including specifically, but without
limiting the generality of the foregoing, the power and authority
to sign his 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,
this registration statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
/s/Craig H. Neilsen President, Chairman of March 29, 2000
Craig H. Neilsen the Board and Chief
Executive Officer
(Principal Executive
Officer)
/s/Thomas M. Steinbauer Senior Vice President March 29, 2000
Thomas M. Steinbauer and Chief Financial
Officer (Principal
Financial Officer and
Principal Accounting
Officer) and Director
/s/Paul I. Corddry Director March 29, 2000
Paul I, Corddry
/s/Larry A. Hodges Director March 29, 2000
Larry A, Hodges
/s/Warren E. Mccain Director March 29, 2000
Warren E.McCain
On this 29th day of March, 2000, 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/ Karen Ahmad
Witness
/s/ Susan Viccairelli
Witness
STATE OF NEVADA ]
COUNTY OF CLARK ] : ss.
I, Margene M. Otten, 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 them as if he had personally executed the same both in his
individual capacity and on 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 29th day of March, 2000.
/s/ Margene M. Otten
Notary Public
My Commission Expires: July 23, 2002
Residing at: Las Vegas, Nevada
EXHIBIT INDEX
Number Exhibit Method of Filing
5.1 Opinion of Schreck Morris Filed electronically herewith.
23.1 Consent of Arthur Andersen LLP, Filed electronically herewith.
independent auditors.
23.2 Consent of Schreck Morris Contained in Exhibit 5.1.
24.1 Power of Attorney. Contained in signature page.
EXHIBIT 5.1
[Schreck Morris Letterhead]
March 31, 2000
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 2,600,000 shares
of the Company's Common Stock, par value $.01 per share (the
"Shares") issuable under the Company's 1999 Stock 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").
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 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.
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.
Based upon the foregoing, and having regard to legal
considerations and other information that we deem relevant, we
are of the opinion that, as of the date hereof, the Shares have
been duly authorized and, when and to the extent the Shares are
registered under the Act and are issued and sold in accordance
with the Plan, the Shares will be validly issued, fully paid and
non-assessable.
We hereby consent to this filing of this opinion as an
exhibit to the Registration Statement and the reference to this
firm therein under the caption "Legal Matters". 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
General Rules and Regulations of the Commission promulgated
thereunder.
Very truly yours,
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 18, 2000 (except with respect to
Note 12, as to which the date is March 1, 2000), included in
Ameristar Casinos, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1999 and to all references to our firm
included in this Registration Statement.
ARTHUR ANDERSEN LLP
Las Vegas, Nevada
March 30, 2000
